Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 13 contracts
Samples: Restricted Stock Unit Agreement (Cardtronics PLC), Restricted Stock Unit Agreement (Cardtronics PLC), Restricted Stock Unit Agreement (Cardtronics PLC)
Nature of Grant. This The following provision supplements Section 9 the "Nature of Award" section of the Agreement: In By accepting the RSUsaward, the International Participant consents to participating participation in the Plan and acknowledges having that the International Participant has received and read a copy of the PlanPlan document. The International Participant understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs Equity Award under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant equity award granted will not economically or otherwise bind the Company or any Affiliate except subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the International Participant understands that the RSUs are granted Equity Award is given on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs Equity Award shall not become a part of any employment contract (either whether with the Employer or the Company or any Affiliatesubsidiary 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. In additionFurthermore, the International Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the Equity Award, which is gratuitous and discretionary, since the future value of the underlying shares of Common Stock is unknown and unpredictable. The International Participant also understands that the RSUs grant of the Equity Award would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; thus, the International 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 Equity Award and any rights to the underlying shares of the RSUs Common Stock shall be null and void. Further, the vesting International Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or the Agreement, any unvested Equity Award will be cancelled without entitlement to any shares of Common Stock underlying the Equity Award if the International Participant’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the RSUs is expressly conditioned on terms of employment under Article 41 of the Participant’s continuous serviceWorkers' Statute, such relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The International Participant also understands that if the Participant’s service or employment terminates grant of the Equity Award would not be made but for any reason whatsoeverthe assumptions and conditions set forth hereinabove; thus, the RSUs will cease to vest immediately effective on the date of termination International Participant understands, acknowledges and freely accepts that, should any or all of the Participant’s service assumptions be mistaken or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasonsconditions not be met for any reason, the Participant will automatically lose any rights to grant of the RSUs that were unvested on the date of terminationEquity Award shall be null and void.
Appears in 11 contracts
Samples: Restricted Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp), Performance Stock Unit Award Agreement (Xerox Corp)
Nature of Grant. This provision supplements Section 9 the "Nature of Grant" provision of the AgreementAppendix: In accepting the RSUsAward, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read 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 discretionally in its sole discretion decided to grant the RSUs under the Plan Award to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldan Affiliate. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant Award will not economically or otherwise bind the Company or any Affiliate except Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs Award shall not become a part of any employment contract or service agreement (either whether with the Employer or 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. In additionFurthermore, 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 RSUs grant of the Award would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; 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 RSUs Award and any right to the underlying shares of Stock shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 9 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 Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating Executive acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Agreement, and read any such modification, amendment, suspension or termination will not constitute a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant constructive or wrongful dismissal;
(b) the RSUs under are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;
(c) in no event should the Plan to individuals who may RSUs be employees of the Employerconsidered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any Affiliate throughout pension rights or compensation;
(d) the world. The decision future value of the underlying Shares is a limited decision that is entered into upon the express assumption unknown and condition that any grant will cannot bind be predicted with certainty;
(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding the Executive’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting RSUs;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs shall not become a part resulting from termination of any employment contract the Executive’s Service (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) reason whatsoever and whether or any other right whatsoever. In additionnot in breach of local labor laws), 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 accepts that should any or all in consideration of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be null deemed irrevocably to have agreed not to pursue such claim and void. Furtheragrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(g) the Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for Plan before taking any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights action related to the RSUs that were unvested on or the date of terminationPlan.
Appears in 8 contracts
Samples: Restricted Stock Unit Agreement (Target Corp), Restricted Stock Unit Agreement (Target Corp), Restricted Stock Unit Agreement (Target Corp)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsPerformance Share Units, Participant acknowledges that: (a) the Participant consents grant of the Performance Share Units is voluntary and occasional and does not create any contractual or other right to participating 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 Plan and acknowledges having received and read a copy past; (b) all decisions with respect to future awards of Performance Share Units, if any, will be at the sole discretion of the Plan. The Participant understands that Company; (c) the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees future value of the Employerunderlying Shares is unknown and cannot be predicted with certainty; (d) in consideration of the 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 throughout (for any reason whatsoever and whether or not in breach of local employment laws), and Participant irrevocably releases the world. The decision 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 a limited decision that is entered into upon the express assumption no longer actively employed and condition that any grant will not bind be 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 purposes of the Performance Share Units; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the 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 or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and before taking any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due action related to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationPlan.
Appears in 7 contracts
Samples: Performance Share Unit Agreement (Red Hat Inc), Performance Share Unit Agreement (Red Hat Inc), Performance Share Unit Agreement (Red Hat Inc)
Nature of Grant. This provision supplements The following section is added to Section 9 5 of the Agreement: In accepting the RSUsgrant, the Participant consents Employee acknowledges, understands and agrees that: (1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan and acknowledges having received and read a copy Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (5) the future value of the Plan. The Participant understands that the Company has unilaterallyunderlying shares of common stock is unknown, gratuitously indeterminable and discretionally decided cannot be predicted with certainty; (6) no claim or entitlement to grant the RSUs under the Plan to individuals who may be employees compensation or damages shall arise from forfeiture of the Employer, Restricted Shares resulting from the Company or any 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 except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting termination of the RSUs shall not become a part of any Employee’s employment contract or other service relationship (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the RSUs jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any), and in consideration of the grant of the Restricted Shares to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Employer, waives the Employee’s ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (7) for purposes of the Restricted Shares, the Employee’s employment or service relationship will cease be considered terminated as of the date the Employee is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or providing services or the terms of the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in these Terms and Conditions or determined by the Company, the Employee’s right to vest immediately effective on in the Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Employee’s period of termination service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Employee is employed or providing services or the terms of the ParticipantEmployee’s employment or service or employment. This will agreement, if any); the Company shall have the exclusive discretion to determine when the Employee is no longer actively providing services for purposes of the Employee’s Restricted Share grant (including whether the Employee may still be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good causeproviding services while on an approved leave of absence); (b) is dismissed for disciplinary 8) unless otherwise provided in the Plan or objective reasons by the Company in its discretion, the Restricted Shares and the benefits evidenced by these Terms and Conditions do not create any entitlement to have the Restricted Shares or due any such benefits transferred to, or assumed by, another company nor to a collective dismissalbe exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; (c9) terminates the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or employment due to a change retirement or welfare benefits or similar payments; and (10) the Employee acknowledges and agrees that neither the Company, the Employer nor any subsidiary or affiliate of work location, duties the Company shall be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States Dollar that may affect the value of the Restricted Shares or of any other employment or contractual condition; (d) terminates service or employment amounts due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon Employee pursuant to the Participant’s termination of service or employment for any settlement of the above reasons, Restricted Shares or the Participant will automatically lose subsequent sale of any rights to the RSUs that were unvested on the date shares of terminationcommon stock acquired upon settlement.
Appears in 7 contracts
Samples: Restricted Stock Agreement (Group 1 Automotive Inc), Restricted Stock Agreement (Group 1 Automotive Inc), Restricted Stock Agreement (Group 1 Automotive Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating Executive acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Agreement, and read any such modification, amendment, suspension or termination will not constitute a copy constructive or wrongful dismissal;
(b) the PSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;
(c) in no event should the Plan. The Participant understands that the Company has unilaterallyPSUs be considered as compensation for, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employeror relating in any way to, past services for the Company or the Service Recipient, nor are the PSUs or the underlying Shares intended to replace any Affiliate throughout pension rights or compensation;
(d) the world. The decision future value of the underlying Shares is a limited decision that is entered into upon the express assumption unknown and condition that any grant will cannot bind be predicted with certainty;
(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding the Executive’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting PSUs;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs shall not become a part PSUs resulting from termination of any employment contract the Executive’s Service (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) reason whatsoever and whether or any other right whatsoever. In additionnot in breach of local labor laws), 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 accepts that should any or all in consideration of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs PSUs to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be null deemed irrevocably to have agreed not to pursue such claim and void. Furtheragrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(g) the Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for Plan before taking any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due action related to the Company’s PSUs or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationPlan.
Appears in 6 contracts
Samples: Performance Share Unit Agreement (Target Corp), Performance Share Unit Agreement (Target Corp), Performance Share Unit Agreement (Target Corp)
Nature of Grant. This provision supplements Section 9 the “Nature of Grant” provision of the AgreementAppendix: In accepting the RSUsAward, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read 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 discretionally in its sole discretion decided to grant the RSUs under the Plan Award to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldan Affiliate. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant Award will not economically or otherwise bind the Company or any Affiliate except Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs Award shall not become a part of any employment contract or service agreement (either whether with the Employer or 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. In additionFurthermore, 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 RSUs grant of the Award would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; 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 RSUs Award and any right to the underlying shares of Stock shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
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 Section 9 the “Nature of Grant” provision of the AgreementAppendix: In accepting the RSUsAward, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read 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 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 discretionally in its sole discretion decided to grant the RSUs under the Plan Award to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldan Affiliate. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant Award will not economically or otherwise bind the Company or any Affiliate except Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs Award shall not become a part of any employment contract or service agreement (either whether with the Employer or 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. In additionFurthermore, 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, if any, is unknown and unpredictable. The Participant also understands that the RSUs grant of the Award would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; 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 RSUs Award and any right to the underlying shares of Stock, if any, shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 5 contracts
Samples: Restricted Stock Unit Award Agreement (Loyalty Ventures Inc.), Cash Award Agreement (Loyalty Ventures Inc.), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)
Nature of Grant. This provision supplements Section 9 the Acknowledgement of Nature of Award section of the AgreementAward Agreement including this Exhibit B: In accepting the RSUsthis Award, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand and agree that, as a condition of this Award, except as provided for in the Award 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 Award Agreement, the vesting and settlement of this Award is expressly conditioned on your continuous Service such that if your employment or rendering of Service terminates for any reason whatsoever, this Award will cease vesting immediately effective as of the date of such termination for any reason including, but not limited to: 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. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs this Award under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldAffiliate. 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 Affiliate except as its Affiliates on an ongoing basis other than to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands you understand that the RSUs are this Award is granted on the assumption and condition that such RSUs this Award and any Ordinary the Shares acquired issued upon vesting of the RSUs settlement shall not become a part of any employment or service contract (either with the Company, the Employer or the Company or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands you understand that the RSUs grant of this Award would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 any grant to you of the RSUs this Award shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 5 contracts
Samples: Base Matching Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.), Additional Matching Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.), Performance Award Agreement (Restaurant Brands International Inc.)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsPerformance Share Units, Participant acknowledges that: (a) the Participant consents grant of the Performance Share Units is voluntary and occasional and does not create any contractual or other right to participating 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 Plan and acknowledges having received and read a copy past; (b) all decisions with respect to future awards of Performance Share Units, if any, will be at the sole discretion of the Plan. The Participant understands that Company; (c) the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees future value of the Employerunderlying Shares is unknown and cannot be predicted with certainty; (d) in consideration of the 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 throughout (for any reason whatsoever and whether or not in breach of local employment laws), and Participant irrevocably releases the world. The decision 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 a limited decision that is entered into upon the express assumption no longer actively employed and condition that any grant will not bind be 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 purposes of the Performance Share Units; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares; and (g) Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and before taking any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due action related to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationPlan.
Appears in 4 contracts
Samples: Performance Share Unit Agreement (Red Hat Inc), Performance Share Unit Agreement (Red Hat Inc), Performance Share Unit Agreement (Red Hat Inc)
Nature of Grant. This The following provision supplements Section 9 paragraph 12 of the Agreement: In accepting the RSUsOption, the Participant Optionee consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Optionee understands and agrees that, as a condition of the grant of the Option, except as provided for in paragraph 2 of the Agreement, the termination of the Optionee’s employment for 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, 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 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 termination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good 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. Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Option under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldMondelēz Group. The decision is a limited decision that is entered into upon the express assumption and condition that any grant Grant will not economically or otherwise bind the Company or any Affiliate except as Mondelēz Group on an ongoing basis other than to the extent set forth in the Plan or Agreement. Consequently, the Participant Optionee understands that the RSUs are Option is granted on the assumption and condition that such RSUs the Option and any Ordinary Shares acquired the shares of Common Stock issued upon vesting of the RSUs exercise shall not become a part of any employment or contract (either with the Employer or Mondelēz Group, including the Company or any AffiliateEmployer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever will arise from the Option, which is gratuitous and discretionary, since the future value of the Option and the underlying shares of Common Stock is unknown and unpredictable. In addition, the Participant Optionee understands that the RSUs grant of the Option would not be granted made to the Optionee but for the assumptions and conditions referred to above; thus, the Participant Optionee 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 to the grant Optionee of the RSUs Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
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 9 the Acknowledgment of Nature of Award section of the AgreementAward Agreement including this Appendix A: In accepting the RSUsthis Option, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand and agree that, as a condition of the grant of this Option, except as provided for in the Award Agreement, the termination 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 Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination 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. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs options under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldAffiliate. 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 Affiliate except as its Affiliates on an ongoing basis other than to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands you understand that the RSUs are this Option is granted on the assumption and condition that such RSUs this Option and any Ordinary the Shares acquired issued upon vesting of the RSUs exercise shall not become a part of any employment or Service contract (either with the Company, the Employer or the Company or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands you understand that the RSUs grant of this Option would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 any grant to you of the RSUs this Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 4 contracts
Samples: Matching Option Award Agreement (Burger King Worldwide, Inc.), Option Award Agreement (Burger King Worldwide, Inc.), Option Award Agreement (Burger King Worldwide, Inc.)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant of Performance Units, you acknowledge that:
(a) the Participant consents to participating Plan and the Program are established voluntarily by the Company, are discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan and acknowledges having received and read a copy in the Program;
(b) the grant of the Plan. The Participant understands that Performance Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been awarded in the Company has unilaterallypast;
(c) all decisions with respect to future awards, gratuitously and discretionally decided to grant if any, will be at the RSUs under sole discretion of the Company;
(d) your participation in the Plan and the Program shall not create a right to individuals who may be employees further employment with the Employer and shall not interfere with the ability of the EmployerEmployer to terminate your employment or service relationship (if any) at any time;
(e) your participation in the Plan and the Program is voluntary;
(f) the grant of Performance Units and the Shares subject to the Performance Units are not intended to replace any pension rights or compensation;
(g) neither the grant of Performance Units nor any provision of this Agreement, the Plan, the Program or the policies adopted pursuant to the Plan or Program confer upon you any right with respect to employment or continuation of current employment and shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate throughout of the world. The decision is a limited decision Company;
(h) the future value of the Shares that is entered into may be earned upon the express assumption end of the Performance Period is unknown and condition that any cannot be predicted with certainty;
(i) in consideration of the grant will not bind of Performance Units hereunder, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Units resulting from termination of your employment by the Company or an Affiliate of the Company (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and your 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, you shall be deemed irrevocably to have waived your entitlement to pursue such claim;
(j) in the event of termination of your employment (whether or not in breach of local labor laws), your right to receive Performance Units and receive shares under the Plan and the Program, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law);
(k) except as otherwise provided in this Agreement or the Plan, the Performance Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(l) the following provisions apply only if you are providing services outside the United States:
(A) for employment law purposes outside the United States, the Performance Units and underlying Shares are not part of normal or expected compensation or salary for any purpose, including but not limited to for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments; and
(B) neither the Company, the Employer nor any Affiliate except as set forth in of the Plan Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Performance Units or Agreement. Consequently, of any amounts due to you pursuant to the Participant understands that settlement of the RSUs are granted on Performance Units or the assumption and condition that such RSUs and subsequent sale of any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationsettlement.
Appears in 4 contracts
Samples: Award Notice (Amgen Inc), Award Notice (Amgen Inc), Award Notice (Amgen Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the Award of RSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of RSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) An RSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant’s employment contract, if any.
(e) The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in RSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs RSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s continuous serviceemployment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such that if claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s service entitlement to pursue such claim.
(k) In the event of involuntary termination of Participant’s employment (whether or employment terminates for any reason whatsoevernot in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will cease terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to vest immediately effective on local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of the Participant’s service or employment. This active employment and will not be extended by a notice period mandated under local law; the case, Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any purposes of the above reasonsaward of the RSUs.
(l) Except as provided in the Plan, the Participant RSUs and benefits under the Plan, if any, will not automatically lose any rights transfer to another company in the RSUs that were unvested on the date case of termination.a merger, take-over or transfer of liability
Appears in 4 contracts
Samples: Restricted Stock Unit Award Agreement (Cameron International Corp), Restricted Stock Unit Award Agreement (Cameron International Corp), Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUs, Participant acknowledges that: (a) the Participant consents grant of the RSUs is voluntary and occasional and does not create any contractual or other right to participating receive future grants of RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the Plan and acknowledges having received and read a copy past; (b) all decisions with respect to future awards of RSUs, if any, will be at the sole discretion of the Plan. The Participant understands that Company; (c) the Company has unilaterallyfuture value of the underlying Shares is unknown and cannot be predicted with certainty; (d) in consideration of the award of RSUs, gratuitously and discretionally decided no claim or entitlement to grant compensation or damages shall arise from termination of the RSUs under the Plan to individuals who may be employees or any diminution in value of the Employer, RSUs or Shares received when the RSUs vest resulting from the Participant’s termination of employment by the Company or any Affiliate throughout (for any reason whatsoever and whether or not in breach of local employment laws), and Participant irrevocably releases the world. The decision 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 RSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is a limited decision that is entered into upon the express assumption no longer actively employed and condition that any grant will not bind be 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 purposes of the RSUs; (f) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares; and (g) Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and before taking any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due action related to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationPlan.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement, Restricted Stock Unit Agreement (Red Hat Inc), Restricted Stock Unit Agreement (Red Hat Inc)
Nature of Grant. This provision The following section supplements Section 9 20 of the Agreement: In accepting the grant of the RSUs, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant understands that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth over and above the specific terms provided in the Plan or and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary Shares acquired the shares of Common Stock issued upon vesting of the RSUs settlement shall not become a part of any employment contract (either with the Employer or the Company or any Subsidiary of Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs will be cancelled without entitlement to any shares of Common Stock if the Participant ceases to be a Participant for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when the Participant’s status as a Participant has terminated for purposes of the RSUs. In addition, the Participant understands that the RSUs this grant would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of of, or right to, the RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 3 contracts
Samples: Restricted Stock Unit Grant Agreement (Sabre Corp), Restricted Stock Unit Grant Agreement (Sabre Corp), Restricted Stock Unit Grant Agreement (Sabre Corp)
Nature of Grant. This provision The following section supplements Section 9 20 of the Agreement: In accepting the grant of the RSUs, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant understands that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth over and above the specific terms provided in the Plan or and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary Shares acquired the shares of Common Stock issued upon vesting of the RSUs settlement shall not become a part of any employment contract (either with the Employer or the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs will be cancelled without entitlement to any shares of Common Stock if the Participant ceases to be a Participant for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when the Participant’s status as a Participant has terminated for purposes of the RSUs. In addition, the Participant understands that the RSUs this grant would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of of, or right to, the RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 3 contracts
Samples: Restricted Stock Unit Grant Agreement (Sabre Corp), Restricted Stock Unit Grant Agreement (Sabre Corp), Restricted Stock Unit Grant Agreement (Sabre Corp)
Nature of Grant. This The following provision supplements Section 9 10 of the Agreement: In Award Agreement (Nature of Grant): By accepting the RSUsAward, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The 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 Affiliate except of its Subsidiaries other than as expressly set forth in the Plan or and the Agreement. Consequently, the Participant understands you understand that the RSUs Units are granted on the assumption and condition that such RSUs the Units and any Ordinary Shares acquired shares of Common Stock issued upon vesting of the RSUs shall Units are not become a part of any employment contract (either with the Employer or the Company or any AffiliateSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose 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, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.NOTIFICATIONS
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. This The following provision supplements Section 9 paragraph 13 of the Agreement: In accepting the RSUsDeferred Stock Units, the Participant Employee consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Employee understands and agrees that, as a condition of the grant of the Deferred Stock Units, except as provided for in paragraph 2 of the Agreement, the termination of the Employee’s employment for any reason (including for the reasons listed below) will automatically result in the loss of the Deferred 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 Deferred Stock Units as of 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 termination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good 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. Furthermore, the Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Deferred Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldMondelēz Group. The decision is a limited decision that is entered into upon the express assumption and condition that any grant Grant will not economically or otherwise bind the Company or any Affiliate except as Mondelēz Group on an ongoing basis other than to the extent set forth in the Plan or Agreement. Consequently, the Participant Employee understands that the RSUs Deferred Stock Units are granted on the assumption and condition that such RSUs the Deferred Stock Units and any Ordinary Shares acquired the shares of Common Stock issued upon vesting of the RSUs shall not become a part of any employment or contract (either with the Employer or Mondelēz Group, including the Company or any AffiliateEmployer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Employee understands and freely accepts that there is no guarantee that any benefit whatsoever will arise from the Deferred Stock Units, which is gratuitous and discretionary, since the future value of the underlying shares of Common Stock is unknown and unpredictable. In addition, the Participant Employee understands that the RSUs grant of the Deferred Stock Units would not be granted made to the Employee but for the assumptions and conditions referred to above; thus, the Participant Employee 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 to the grant Employee of the RSUs Deferred Stock Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
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 supplements Section 9 of the Agreement: In accepting the RSUsAward of PRSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of PRSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) A PRSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant’s employment contract, if any.
(e) The PRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The PRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the PRSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in PRSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs PRSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on PRSUs, or diminution in value of the PRSUs or Shares acquired upon settlement of the PRSUs, resulting from termination of the Participant’s continuous serviceemployment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such that if claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s service entitlement to pursue such claim.
(k) In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the PRSUs and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment terminates for would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the PRSUs after termination of employment, if any reason whatsoever, the RSUs will cease to vest immediately effective on be measured by the date of termination of the Participant’s service or employment. This active employment and will not be extended by a notice period mandated under local law; the case, Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any purposes of the above reasonsaward of the PRSUs.
(l) Except as provided in the Plan, the Participant PRSUs and benefits under the Plan, if any, will not automatically lose any rights transfer to another company in the RSUs that were unvested on the date case of terminationa merger, take-over or transfer of liability.
Appears in 3 contracts
Samples: Performance Based Restricted Stock Unit Award Agreement (Schlumberger Limited/Nv), Performance Based Restricted Stock Unit Award Agreement (Cameron International Corp), Performance Based Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This provision supplements Section 9 1 of the AgreementRestricted Stock Unit Award Agreement and the above “Nature of Grant” provision of the Appendix: In accepting the RSUsAward, the Participant consents to participating participate in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs awards under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth in over and above the specific terms of the Plan or and this Award Agreement. Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs Award and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs Award would not be granted but for the assumptions and conditions referred to above; thus, the 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 the any grant of the RSUs Award shall be null and void. Further, the vesting Participant understands and agrees that, as a condition of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination grant of the Participant’s service or employment. This will be Award, except as provided for in Section 1 of the caseRestricted Stock Unit Award Agreement, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any reason (including for the reasons listed below) will automatically result in the loss of the above reasons, the Participant will automatically lose any rights RSUs to the extent the RSUs that were unvested on have not vested as of the date Participant is no longer actively employed. In particular, except as provided for in Section 1 of terminationthe Restricted Stock Unit Award Agreement, Participant understands and agrees that (i) any unvested portion of the RSUs as of the date Participant’s active employment ends will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination 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.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Award Agreement (Trane Technologies PLC), Global Restricted Stock Unit Award Agreement (Ingersoll-Rand PLC)
Nature of Grant. This provision supplements The following provisions supplement Section 9 6 of the Global Restricted Stock Unit Award Agreement: In By accepting the grant of the RSUs, the Participant consents to participating participation in the Plan and acknowledges having acknowledge that the Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Subsidiary, other than to the extent set forth in the Plan or Agreement. Consequently, the Participant understands that the grant of the RSUs are granted is made on the assumption and condition that such the RSUs and any Ordinary Shares acquired upon vesting of under the RSUs shall Plan are not become a part of any employment contract service agreement (either with the Employer or the Company or any Affiliate) Subsidiary), and shall not be considered a mandatory benefit, salary compensation for any purpose (including severance compensation) 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 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 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 of in the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of after termination of the Participant’s service or employmentService. This will be the case, for example, even if in the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to event of a collective dismissal; (c) terminates service or employment due to a change termination of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or employment for any recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be without cause, material modification of the above reasonsterms 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 Company or Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that the Participant will automatically lose any rights has read and specifically accepts the conditions referred to in Section 6 of the RSUs that were unvested on the date of terminationGlobal Restricted Stock Unit Award Agreement.
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 Section 9 8 of the Agreement: In By accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant understands that the Company Workday has unilaterally, gratuitously and discretionally decided to grant the RSUs to acquire Shares under the Plan to individuals who may be employees Employees, Consultants, Directors or Non-Employee Directors of the Employer, the Company Workday or any Affiliate 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 economically or otherwise bind the Company Workday or any Affiliate except as set forth in the Plan Parent or AgreementSubsidiary. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary Shares acquired upon at vesting of the RSUs shall are not become a part of any employment contract or service agreement (either with the Employer or the Company Workday or any AffiliateParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted to Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the any grant of the or right to RSUs shall be null and void. Further, the Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting of the in any RSUs is expressly conditioned on the once Participant’s continuous service, such that if the Participant’s employment or service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentTerminates. This will be the case, for example, even if in the Participantevent of a Termination of a Participant by reason of, including, but not limited to: (a) is considered resignation, retirement, disciplinary dismissal ajudged to be unfairly dismissed with cause or adjudged/recognized to be without good cause; cause (b) is dismissed for disciplinary or objective reasons or due i.e., subject to a “despido improcedente”), individual or collective dismissal; (c) terminates service dismissal on objective grounds, whether adjudged and/or recognized to be with or employment due to a change without cause, material modification of work location, duties or any other the terms of employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any under Article 41 of the above reasonsWorkers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights to Workers’ Statue, Article 50 of the RSUs that were unvested on Workers’ Statue, unilateral withdrawal by the date Employer, and under Article 10.3 of terminationRoyal Decree 1382/1985.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Workday, Inc.), Restricted Stock Unit Award Agreement (Workday, Inc.)
Nature of Grant. This provision supplements Section 9 3 of the AgreementAdditional Terms For All Non-U.S. Optionees in this Appendix: In accepting the RSUsOption, the Participant Optionee consents to participating participate in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Optionee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs stock options under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as set forth in the Plan subsidiary or Agreementaffiliate. Consequently, the Participant Optionee understands that the RSUs are Option is granted on the assumption and condition that such RSUs the Option and any Ordinary Shares shares acquired upon vesting exercise of the RSUs shall Option are not become a part of any employment contract (either with the Employer or the Company or any Affiliatesubsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant Optionee understands that the RSUs Option would not be granted to the Optionee but for the assumptions and conditions referred to aboveherein; thus, the Participant Optionee 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 the grant of the RSUs this Option shall be null and void. FurtherThis Option is a conditional right to shares of Class B Common Stock and can be forfeited in the case of, or affected by, the vesting of the RSUs is expressly conditioned on the ParticipantOptionee’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if (1) the Participant: (a) Optionee is considered to be unfairly dismissed without good cause; (b2) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) the Optionee terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d4) the Optionee terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company or any of its subsidiaries; or (e5) is terminated from service or the Optionee’s employment terminates for any other reason whatsoever, except for reasons specified in Sections 1.3, 1.4, 1.5, or 1.6 of Exhibit A to the Agreement. Consequently, upon the Participant’s termination of service or the Optionee’s employment for any of the above reasonsreasons set forth above, the Participant will Optionee may automatically lose any rights to the RSUs that were unvested on Options granted to him or her as of the date of terminationthe Optionee’s termination of employment, as described in the Plan and the Exhibit A to the Agreement.
Appears in 2 contracts
Samples: Non Statutory Stock Option Agreement (Nike Inc), Non Statutory Stock Option Agreement (Nike Inc)
Nature of Grant. This provision supplements Section 9 the Acknowledgement of Nature of Award section of the AgreementAward Agreement including this Appendix A: In accepting the RSUsthis Option, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand and agree that, as a condition of the grant of this Option, except as provided for in the Award Agreement, the termination 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 Award Agreement, any unvested Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: 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. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs this Option under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldAffiliate. 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 Affiliate except as its Affiliates on an ongoing basis other than to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands you understand that the RSUs are this Option is granted on the assumption and condition that such RSUs this Option and any Ordinary the Shares acquired issued upon vesting of the RSUs exercise shall not become a part of any employment or Service contract (either with the Company, the Employer or the Company or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands you understand that the RSUs grant of this Option would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 any grant to you of the RSUs this Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
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 Section 9 the “Nature of Grant” section of the Award Agreement: In accepting the RSUsRestricted Stock Units, the Participant Awardee consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Further, Awardee understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs Restricted Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant Award will not economically or otherwise bind the Company or any Affiliate except as set forth in the Plan or Agreementof its Affiliates on an ongoing basis. Consequently, the Participant Awardee understands that the RSUs are Award is granted on the assumption and condition that such RSUs and any Ordinary Shares the Restricted Stock Units or the shares of Stock acquired upon vesting of the RSUs settlement shall not become a part of any employment contract (either with the Employer or the Company or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant Awardee understands that the RSUs this Award would not be granted made to Awardee but for the assumptions and conditions referred to above; thus, the Participant Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs any Award shall be null and void. FurtherAwardee also understands and agrees that, as a condition of the grant and vesting of the RSUs is expressly conditioned on Restricted Stock Units, the Participanttermination of Awardee’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever(including the reasons listed below), the RSUs Restricted Stock Units will cease to vest vesting immediately effective on the date of Awardee’s termination of the Participant’s service or employment. This will be the case, for example, even if in the Participant: (a) is considered event of a termination of Awardee’s employment by reason of, but not limited to, resignation, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjudged or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal on objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service be with or employment due to a change of work locationwithout cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Awardee acknowledges that he or she has read and specifically accepts the conditions referred to in the RSUs that were unvested on “Termination of Employment” and “Nature of Grant” sections of the date of terminationAward Agreement.
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 Section 9 of the Agreement: In accepting the Award of RSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of RSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) An RSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant’s employment contract, if any.
(e) The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Award Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Award Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in RSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs RSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s continuous serviceemployment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such that if claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s service entitlement to pursue such claim.
(k) In the event of involuntary termination of Participant’s employment (whether or employment terminates for any reason whatsoevernot in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will cease terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to vest immediately effective on local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of the Participant’s service or employment. This active employment and will not be extended by a notice period mandated under local law; the case, Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any purposes of the above reasonsaward of the RSUs.
(l) Except as provided in the Plan, the Participant RSUs and benefits under the Plan, if any, will not automatically lose any rights transfer to another company in the RSUs that were unvested on the date case of terminationa merger, take-over or transfer of liability.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Cameron International Corp), Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This The following provision supplements Section 9 of the Stock Unit Agreement: In accepting the RSUsStock Units, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally decided to grant the RSUs Stock Units under the Plan to individuals who may be employees of the EmployerEmployees, the Company Consultants or any Affiliate Outside Directors 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 Affiliate except as set forth in the Plan Parent or AgreementSubsidiary on an ongoing basis. Consequently, the Participant understands that the RSUs Stock Units are granted on the assumption and condition that such RSUs and any Ordinary the Stock Units or the Shares acquired upon vesting of the RSUs shall not become a part of any employment or service contract (either with the Employer or the Company or any AffiliateParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant would not be granted made to Participant but for the assumptions and conditions referred to above; thus, the 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 the any grant of the RSUs Units shall be null and void. Further, the vesting of the RSUs Stock Units is expressly conditioned on the Participant’s continuous continued and active rendering of service, such that if the Participant’s service or employment Continuous Service terminates for any reason whatsoever, the RSUs will Stock Units cease to vest vesting immediately effective on the date of Participant’s termination of the Participant’s service or employmentContinuous Service. This will be the case, for example, even if the Participant: (a1) Participant is considered to be unfairly dismissed without good causecause (i.e., subject to a “despido improcedente”); (b2) Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) Participant terminates service or employment Continuous Service due to a change of work location, duties or any other employment or contractual condition; (d4) Participant terminates service or employment Continuous Service due to the Company’s or any Affiliate’s a unilateral breach of contractcontract by the Company or any Parent or Subsidiary; or (e5) is terminated from service or employment Participant’s Continuous Service terminates for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 2 contracts
Samples: Stock Unit Agreement (Marvell Technology, Inc.), Stock Unit Agreement (Marvell Technology Group LTD)
Nature of Grant. This The following provision supplements Section 9 16 of the Agreement: In By accepting the RSUsRSU, the Participant consents to participating participation in the Plan Program and acknowledges having acknowledge that the Participant has received and read a copy of the PlanProgram. The Participant understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs under the Plan Program to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant RSUs will not economically or otherwise bind the Company or any Affiliate except parent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are RSU is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs RSU shall not become a part of any employment contract (either whether with the Employer or 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. In additionFurthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the RSU, which is gratuitous and discretionary, since the future value of the RSU and the underlying Shares is unknown and unpredictable. The Participant also understands that this grant of RSUs would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; 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 RSUs this RSU shall be null and void. Further, this RSU is a conditional right to Shares and can be forfeited in the vesting of the RSUs is expressly conditioned on case of, or affected by, the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if (1) the Participant: (a) Participant is considered to be unfairly dismissed without good causecause (i.e., subject to a “despido improcedente”); (b2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) the Participant terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d4) the Participant terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company or any of its Subsidiaries; or (e5) is terminated from service or the Participant’s employment terminates for any other reason whatsoever, except for Cause. Consequently, upon termination of the Participant’s termination of service or employment for any of the above reasonsreasons set forth above, the Participant will may automatically lose any rights to the RSUs that were unvested on RSU granted to the Participant as of the date of terminationhis or her termination of employment, as described in the Program and the Agreement.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp), Global Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp)
Nature of Grant. This provision supplements Section 9 10 of the Award Agreement: In By accepting the RSUsStock Units, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Parent or Subsidiary, other than to the extent set forth in the Plan or this Award Agreement. Consequently, the Participant understands that the RSUs Stock Units are granted on the assumption and condition that such RSUs the Stock Units and any Ordinary Shares acquired upon at vesting of the RSUs shall Stock Units are not become a part of any employment or service contract (either with the Employer or the Company or any Affiliate) Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of or right to the RSUs Stock Units shall be null and void. Further, except as otherwise provided in the Plan and the Award Agreement, Participant understands that he or she will not be entitled to continue vesting of the RSUs is expressly conditioned on the in any Stock Units once Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentstatus as a Service Provider terminates. This will be the case, for example, even if in the event of a termination of Participant: (a) is considered ’s status of a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjusted or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal or objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service or employment due to a change of work locationbe without cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms 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 407411556-v2 and under Article 10.3 of the Royal Decree 1382/1985. Participant will automatically lose any rights to acknowledges that Participant has read and specifically accepts the RSUs that were unvested on vesting and termination conditions in the date of terminationAward Agreement.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Fortinet, Inc.), Performance Stock Unit Award Agreement (Fortinet, Inc.)
Nature of Grant. This provision supplements Section 9 the Acknowledgement of Nature of Award section of the AgreementAward Agreement including this Appendix A: In accepting the RSUsthis Option, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand and agree that, as a condition of the grant of this Option, except as provided for in the Award Agreement, the termination 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 Award Agreement, any unvested Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: 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. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs this Option under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldAffiliate. 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 Affiliate except as its Affiliates on an ongoing basis other than to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands you understand that the RSUs are this Option is granted on the assumption and condition that such RSUs this Option and any Ordinary the Shares acquired issued upon vesting of the RSUs exercise shall not become a part of any employment or service contract (either with the Company, the Employer or the Company or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands you understand that the RSUs grant of this Option would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 any grant to you of the RSUs this Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
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 Section 9 of the Agreement: In accepting the RSUsPerformance Restricted Stock Units, Participant acknowledges, understands and agrees that:
(a) the Participant consents Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to participating the extent permitted by the Plan;
(b) the grant of Performance Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Performance Restricted Stock Units, or benefits in lieu of Performance Restricted Stock Units even if Performance Restricted Stock Units have been awarded in the past;
(c) nothing in this Agreement or in the Plan and acknowledges having received and read a copy of shall confer upon Participant any right to continue in the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees employment or service of the Employer, the Company or any Affiliate throughout Subsidiary or be interpreted as forming an employment or services contract with the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind Employer, the Company or any Affiliate except as set forth in Subsidiary and shall not interfere with or restrict any way the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting ability of the RSUs shall not become a part of any employment contract (either with the Employer or Employer, the Company or any AffiliateSubsidiary, as applicable, to terminate Participant's employment or service relationship, if any;
(d) and shall not all decisions with respect to future grants of Performance Restricted Stock Units or other grants, if any, will be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, at 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 accepts that should any or all sole discretion of the assumptions be mistaken or should any Company;
(e) Participant's participation in the Plan is voluntary; and
(f) in the event of the conditions not be met for any reason, then the grant termination of the RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates 's Continuous Service (as defined above) (for any reason whatsoever, whether or not later to be found invalid or in breach of employment laws in the RSUs will cease jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), unless otherwise determined by the Company, Participant's right to vest immediately effective on in the Performance Restricted Stock Units under the Plan, if any, will terminate as of the date Participant is no longer actively rendering services and will not be extended by any notice period (e.g., Participant's period of termination service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s service or employment. This will 's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer providing Continuous Service for purposes of this Agreement, including whether Participant may still be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; providing active service while on a leave of absence.
(bg) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination[Reserved].
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Agreement (Nu Skin Enterprises Inc), Performance Restricted Stock Unit Agreement (Nu Skin Enterprises Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsPerformance Options, Participant acknowledges, understands and agrees that:
(a) the Participant consents Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to participating the extent permitted by the Plan;
(b) the grant of Performance Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Options, or benefits in lieu of Performance Options even if Performance Options have been granted in the past;
(c) nothing in this Agreement or in the Plan and acknowledges having received and read a copy of shall confer upon Participant any right to continue in the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees employment or service of the Employer, the Company or any Affiliate throughout Subsidiary or be interpreted as forming an employment or services contract with the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind Employer, the Company or any Affiliate except as set forth in Subsidiary and shall not interfere with or restrict any way the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting ability of the RSUs shall not become a part of any employment contract (either with the Employer or Employer, the Company or any AffiliateSubsidiary, as applicable, to terminate Participant's employment or service relationship, if any;
(d) and shall not all decisions with respect to future grants of Performance Options or other grants, if any, will be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, at 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 accepts that should any or all sole discretion of the assumptions be mistaken or should any Company;
(e) Participant's participation in the Plan is voluntary; and
(f) in the event of the conditions not be met for any reason, then the grant termination of the RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates 's Continuous Service (as defined above) (for any reason whatsoever, whether or not later to be found invalid or in breach of employment laws in the RSUs will cease jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), unless otherwise determined by the Company, Participant's right to vest immediately effective on in the Performance Options under the Plan, if any, will terminate as of the date Participant is no longer actively rendering services and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any); similarly, any right to exercise Performance Options after termination of the Participant’s service or employment. This 's Continuous Service will be measured from the casedate Participant is no longer actively rendering services and will not be extended by any notice period; the Committee shall have the exclusive discretion to determine when Participant is no longer providing Continuous Service for purposes of this Agreement, for example, even if the Participant: (a) is including whether Participant may still be considered to be unfairly dismissed without good cause; providing active service while on a leave of absence.
(bg) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination[Reserved].
Appears in 2 contracts
Samples: Performance Stock Option Agreement (Nu Skin Enterprises Inc), Performance Stock Option Agreement (Nu Skin Enterprises Inc)
Nature of Grant. This provision supplements Section 9 The following provisions supplement the Nature of the AgreementGrant section of this Exhibit A: In By accepting the RSUsRestricted Stock Units, the Participant consents to participating participate in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that, as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and all Restricted Stock Units that have not vested as of the date of termination. In particular, the Participant understands and agrees that any unvested 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 termination 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. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Restricted Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate Eligible Persons 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 Affiliate except on an ongoing basis (other than as set forth in this Agreement and the Plan or AgreementPlan). Consequently, the Participant understands that the RSUs Restricted Stock Units are granted on the assumption and condition that such RSUs the Restricted Stock Units and any Ordinary Shares acquired upon vesting the related shares of the RSUs Common Stock shall not become a part of any employment or contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs grant of the Restricted Stock Units would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that 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 RSUs Restricted Stock Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
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 Section 9 10 of the Agreement: Award Agreement (Nature of Grant): In accepting the RSUsAward, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The 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 Affiliate except of its Subsidiaries other than as expressly set forth in the Plan or and the Agreement. Consequently, the Participant understands you understand that the RSUs Units are granted on the assumption and condition that such RSUs the Units and any Ordinary Shares acquired shares of Common Stock issued upon vesting of the RSUs shall Units are not become a part of any employment contract (either with the Employer or the Company or any AffiliateSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose 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, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsAwards, the Participant consents to participating participate in the Plan and acknowledges having that the Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally at its unilateral discretion decided to grant the RSUs Awards under the Plan to individuals who may be employees of the Employer, the Company or any 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 economically or otherwise bind the Company or any Affiliate except as set forth in the Plan or Agreementa subsidiary. Consequently, the Participant understands that the RSUs Awards are granted on the assumption and condition that such RSUs the Awards and any Ordinary Shares acquired upon vesting of the RSUs shall issued are not become a part of any employment contract (either with the Employer or the Company or any AffiliateAffiliate thereof) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands that the Participant will not be entitled to continue vesting in the Awards after termination of the Participant’s employment or service except as otherwise provided in the Terms and Conditions. In addition, the Participant understands that the RSUs Awards would not be granted to the Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the grant of the RSUs Awards and any right to the Awards shall be null and void. Further, unless otherwise provided in the Terms and Conditions, the vesting of the RSUs Awards is expressly conditioned on the Participant’s continuous continued employment or service, such that if that, upon termination of the Participant’s employment or service or employment terminates for any reason whatsoever, the RSUs will Awards may cease to vest immediately vesting immediately, in whole or in part, effective on the date of termination of the Participant’s employment or service or employment(as determined under the Plan and the Terms and Conditions). This will be the case, for example, even if the Participant: (a) 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) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoeverreasons. Consequently, upon the Participant’s termination of employment or service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested Awards to the extent not vested on the date of terminationthe Participant’s termination of employment or service, as described in the Plan and the Terms and Conditions.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Warner Music Group Corp.), Restricted Stock Unit Award Agreement (Warner Music Group Corp.)
Nature of Grant. This provision supplements Section 9 the Nature of the AgreementGrant section above: In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having that he or she has received and read a copy of the Plan, has reviewed and understands the Plan and agrees to participation in the Plan. The Participant further understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Subsidiary or Affiliate throughout the world. The decision to grant the RSUs is a limited decision that is entered into upon the express assumption and condition that any RSU grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate except on an ongoing basis other than as set forth in the Plan or this Agreement. Consequently, the Participant understands that the RSUs are granted any grant is given on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Employer or the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In additionFurther, the Participant understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the RSUs and the underlying Shares is unknown and unpredictable. Additionally, the Participant understands that the vesting of the 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 granted made to him or her but for the assumptions and conditions referred to aboveherein; thus, the 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 the any grant of the RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Idexx Laboratories Inc /De), Employee Restricted Stock Unit Agreement (Idexx Laboratories Inc /De)
Nature of Grant. This The following provision supplements Section 9 6(d) - Nature of Grant of the Agreement: In accepting the RSUsAward, the Participant Executive consents to participating participation in the Plan and acknowledges having that the Executive has received and read a copy of the Plan. The Participant Executive understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs Awards under the Plan to individuals who may be employees of the Company, the Employer, the Company or any Affiliate member of the Combined Group and its Affiliates throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company Company, the Employer, or any Affiliate except as set forth in member of the Plan or AgreementCombined Group and its Affiliates. Consequently, the Participant Executive understands that the RSUs are Award is granted on the assumption and condition that such RSUs the Award and any Ordinary Shares acquired issued upon vesting settlement of the RSUs shall Award are not become a part of any employment contract (either with the Employer or the Company or any Affiliatemember of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Further, the Executive understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if the Executive ceases to be an eligible Executive for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Executive's status as an eligible Executive has terminated for purposes of the Award. In addition, the Participant Executive understands that the RSUs this grant would not be granted made to the Executive but for the assumptions and conditions referred to above; thus, the Participant Executive 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 RSUs Award shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 2 contracts
Samples: Management Incentive Plan Tied Restricted Stock Unit Agreement (Carnival PLC), Management Incentive Plan Tied Restricted Stock Unit Agreement (Carnival PLC)
Nature of Grant. This The following provision supplements Section Paragraph 9 of the Agreement: In By accepting the RSUsgrant of Performance Stock Units, the Participant Grantee consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Grantee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally discretionarily decided to grant the RSUs under offer the Plan to individuals who may be employees of the Employer, the Company or any Affiliate of its subsidiaries throughout the world. The decision is a limited temporary decision that is entered into upon the express assumption and condition that any grant of Performance Stock Units will not economically or otherwise bind the Company or any Affiliate except of its subsidiaries presently or in the future, other than as expressly set forth in the Plan or Agreement, including this Addendum. Consequently, the Participant Grantee understands that the RSUs are granted Plan is offered on the assumption and condition that such RSUs the Plan and any Ordinary Shares acquired shares of Stock issued upon vesting of the RSUs shall is not become a part of any employment or service contract (either with the Employer or the Company or any Affiliateof its subsidiaries) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) ), or any other right whatsoever. In additionFurther, the Participant Grantee understands and agrees that the Company does not guarantee that any benefit whatsoever shall arise from the Performance Stock Units, which is gratuitous and discretionary, since the future value of the shares of Stock is unknown and unpredictable. Finally, the Grantee understands that the RSUs Company would not be granted making this grant of Performance Stock Units but for the assumptions and conditions referred to above; thus, the Participant Grantee expressly 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 the grant of the RSUs Performance Stock Units shall be null and voidvoid and the Plan shall not have any effect whatsoever. FurtherThe Grantee understands and agrees that, as a condition of his or her participation in the Plan, the vesting termination of the RSUs is expressly conditioned on the ParticipantGrantee’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoeverwill automatically result in the cancellation of any Performance Stock Units granted to the Grantee under the Plan. In particular, the RSUs Grantee understands and agrees that, unless otherwise expressly provided for by the Company, the Grantee will cease not be permitted to continue to vest immediately effective on in the date of termination of the Participant’s service or employment. This will be the case, for example, even Performance Stock Units if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Grantee terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequentlyof, upon the Participant’s termination of service including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or employment for any 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 above reasonsterms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights to Workers’ Statute, Article 50 of the RSUs that were unvested on Workers’ Statute, unilateral withdrawal by the Grantee’s employer, and under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when the Grantee’s status as an employee has terminated for purposes of terminationthe right of Performance Stock Units granted under the Plan to vest. There are no country-specific provisions. There are no country-specific provisions. There are no country-specific provisions.
Appears in 2 contracts
Samples: Performance Stock Unit Award Agreement (Alnylam Pharmaceuticals, Inc.), Performance Stock Unit Award Agreement (Alnylam Pharmaceuticals, Inc.)
Nature of Grant. This provision section supplements Section 9 1 of the Agreementthis Exhibit C: In By accepting the RSUsPSUs, the Participant consents to participating participate in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that, as a condition of the grant of the PSUs, unless otherwise set forth in Exhibit A, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and all PSUs that have not vested as of the date of termination. In particular, the Participant understands and agrees that, unless otherwise set forth in Exhibit A, any unvested PSUs will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination 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. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs PSUs under the Plan to individuals who may be employees of the Employer, Company or subsidiary of the Company or any 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 Affiliate except subsidiary of the Company on an ongoing basis (other than as set forth in this Agreement and the Plan or AgreementPlan). Consequently, the Participant understands that the RSUs PSUs are granted on the assumption and condition that such RSUs the PSUs and any Ordinary the related Shares acquired upon vesting of the RSUs shall not become a part of any employment or contract (either with the Employer or the Company or any Affiliatesubsidiary of the Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs grant of the PSUs would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that 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 RSUs PSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 2 contracts
Samples: Performance Based Restricted Stock Unit Award Agreement (Cerence Inc.), Performance Based Restricted Stock Unit Award Agreement (Cerence Inc.)
Nature of Grant. This provision supplements Section 9 the Nature of the AgreementGrant section above: In accepting the RSUsOption, the Participant consents to participating in the Plan and Optionee acknowledges having that he or she has received and read a copy of the Plan, has reviewed and understands the Plan and agrees to participation in the Plan. The Participant Optionee further understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Options under the Plan to individuals who may be employees of the Employer, the Company or any Subsidiary or Affiliate throughout the world. The decision to grant the Options is a limited decision that is entered into upon the express assumption and condition that any Option grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate except on an ongoing basis other than as set forth in the Plan or this Agreement. Consequently, the Participant Optionee understands that the RSUs are granted any grant is given on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Employer or the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In additionFurther, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Option and the underlying Shares is unknown and unpredictable. Additionally, the Optionee understands that the RSUs vesting and exercisability of the 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 granted made to him or her but for the assumptions and conditions referred to aboveherein; thus, the Participant Optionee 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 the any grant of the RSUs Options shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 2 contracts
Samples: Employee Stock Option Agreement (Idexx Laboratories Inc /De), Stock Option Agreement (Idexx Laboratories Inc /De)
Nature of Grant. This The following provision supplements Section 9 X of the Agreement: In By accepting the RSUsOption, the Participant Optionee consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Optionee understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs under the Plan Options to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldits Subsidiaries. The decision is a limited decision that is entered into upon the express assumption and condition that any grant options granted will not economically or otherwise bind the Company or any Affiliate except of its Subsidiaries on an ongoing basis other than as expressly set forth in the Plan or applicable Agreement, including any appendix thereto. Consequently, the Participant Optionee understands that the RSUs are Option is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Employer or the Company or any Affiliateof its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the gratuitous and discretionary grant of the Option since the future value of the Option and the underlying shares of Common Stock is unknown and unpredictable. In addition, the Participant Optionee understands that the RSUs Option would not be granted but for the assumptions and conditions referred to above; thus, the Participant Optionee 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 any grant of the RSUs an Option or right to an Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Stock Option Agreement (Pool Corp)
Nature of Grant. This provision supplements Section 9 8 of the Agreement: In By accepting the RSUsPSUs, the Participant consents to participating in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant understands that the Company Workday has unilaterally, gratuitously and discretionally decided to grant the RSUs PSUs to acquire Shares under the Plan to individuals who may be employees Employees, Consultants, Directors or Non-Employee Directors of the Employer, the Company Workday or any Affiliate 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 economically or otherwise bind the Company Workday or any Affiliate except as set forth in the Plan Parent or AgreementSubsidiary. Consequently, the Participant understands that the RSUs PSUs are granted on the assumption and condition that such RSUs the PSUs and any Ordinary Shares acquired upon at vesting of the RSUs shall PSUs are not become a part of any employment contract or service agreement (either with the Employer or the Company Workday or any AffiliateParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs PSUs would not be granted to Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the any grant of the RSUs or right to PSUs shall be null and void. Further, the Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting of the RSUs is expressly conditioned on the in any PSUs once Participant’s continuous service, such that if the Participant’s employment or service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentTerminates. This will be the case, for example, even if in the Participantevent of a Termination of a Participant by reason of, including, but not limited to: (a) is considered resignation, retirement, disciplinary dismissal judged to be unfairly dismissed with or without good cause; (b) is dismissed for disciplinary , individual or objective reasons collective dismissal on objective, whether adjudged and/or recognized to be with or due to a collective dismissal; (c) terminates service or employment due to a change without cause, material modification of work location, duties or any other the terms of employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any under Article 41 of the above reasonsWorkers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights to Workers’ Statue, Article 50 of the RSUs that were unvested on Workers’ Statue, unilateral withdrawal by the date Employer, and under Article 10.3 of terminationRoyal Decree 1382/1985.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Workday, Inc.)
Nature of Grant. This provision supplements Section 9 3 of the AgreementAdditional Terms for All Non-U.S. Optionees in this Appendix: In accepting the RSUsOption, the Participant Optionee consents to participating participate in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Optionee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs stock options under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as set forth in the Plan subsidiary or Agreementaffiliate. Consequently, the Participant Optionee understands that the RSUs are Option is granted on the assumption and condition that such RSUs the Option and any Ordinary Shares shares acquired upon vesting exercise of the RSUs shall Option are not become a part of any employment contract (either with the Employer or the Company or any Affiliatesubsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant Optionee understands that the RSUs Option would not be granted to the Optionee but for the assumptions and conditions referred to aboveherein; thus, the Participant Optionee 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 the grant of the RSUs this Option shall be null and void. FurtherThis Option is a conditional right to shares of Class B Common Stock and can be forfeited in the case of, or affected by, the vesting of the RSUs is expressly conditioned on the ParticipantOptionee’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if (1) the Participant: (a) Optionee is considered to be unfairly dismissed without good cause; (b2) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) the Optionee terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d4) the Optionee terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company or any of its subsidiaries; or (e5) is terminated from service or the Optionee’s employment terminates for any other reason whatsoever, except for reasons specified in Sections 1.3, 1.4, 1.5, or 1.6 of Exhibit A to the Agreement. Consequently, upon the Participant’s termination of service or the Optionee’s employment for any of the above reasonsreasons set forth above, the Participant will Optionee may automatically lose any rights to the RSUs that were unvested on Options granted to him or her as of the date of terminationthe Optionee’s termination of employment, as described in the Plan and the Exhibit A to the Agreement.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 Sections 3 and 12 of the AgreementExhibit A: In By accepting the RSUsAward, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the PlanPlan and the Agreement. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Awards under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any the grant will not economically or otherwise bind the Company or any Affiliate except of its Affiliates on an ongoing basis other than as set forth in the Plan or Agreementapplicable award agreement. Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs the Award and any Ordinary Shares acquired upon vesting of subject to the RSUs Award shall not become a part of any employment contract (either with the Employer or the Company or any Affiliateof its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In additionAdditionally, 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs covered by the Award is expressly conditioned on the Participant’s continuous servicecontinued and active rendering of service to the Company or the Employer, as applicable, such that if the Participant’s service or employment terminates Business Relationship ceases for any reason whatsoever, the RSUs will cease to vest vesting immediately effective on as of the date of termination cessation of the Participant’s service or employmentBusiness Relationship. This will be the case, for example, even if (i) the Participant: (a) Participant is considered to be unfairly dismissed without good cause; (bii) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (ciii) terminates service or employment the Participant’s Business Relationship ceases due to a change of work location, duties or any other employment or contractual condition; (div) terminates service or employment the Participant’s Business Relationship ceases due to the Company’s or any Affiliate’s of its Affiliates’ unilateral breach of contract; or (ev) is terminated from service or employment the Participant’s Business Relationship ceases for any other reason whatsoever. Consequently, upon cessation of the Participant’s termination of service or employment Business Relationship for any of the above reasons, the Participant will automatically lose any rights to the Award granted to him or her to the extent any RSUs that covered by the Award were unvested on the date of terminationcessation of the Participant’s Business Relationship, as described in the Agreement. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in Section 3 of Exhibit A. The acquisition, ownership and sale of Shares under the Plan must be declared to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. The Participant must also declare ownership of any Shares by filing a Form D-6 with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, the sale of Shares must also be declared on Form D-6 filed with the DGCI in January, unless the sale proceeds exceed the applicable threshold (currently €1,502,530), in which case, the filing is due within one month after the sale. The Participant is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (including any Shares acquired under the Plan) and any transactions with non-Spanish residents (including any payments of Shares made to the Participant by the Company) depending on the value of such accounts and instruments and the amount of the transactions during the relevant year as of December 31 of the relevant year.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 1 of the AgreementAppendix A: In accepting the RSUs, the Participant consents to participating participate in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the stock RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate a parent or subsidiary corporation 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 Company, the Employer, or any Affiliate except as set forth in the Plan parent or Agreementsubsidiary corporation. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall are not become a part of any employment contract (either with the Employer or Company, the Company Employer, or any Affiliateparent or subsidiary corporation) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the RSUs and the underlying Shares is unknown and unpredictable. In addition, the Participant understands that the RSUs would not be granted to the Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the grant of the RSUs shall be null and void. FurtherThe RSUs are a conditional right to Shares and can be forfeited in the case of, the vesting of the RSUs is expressly conditioned on or affected by, the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if (1) the Participant: (a) Participant is considered to be unfairly dismissed without good cause; (b2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) the Participant terminates employment or service or employment due to a change of work location, duties or any other employment or contractual condition; (d4) the Participant terminates employment or service or employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company, the Employer, or any parent or subsidiary corporation; or (e5) is terminated from the Participant’s employment or service or employment terminates for any other reason whatsoever, except for reasons specified in the Agreement. Consequently, upon termination of the Participant’s termination of employment or service or employment for any of the above reasonsreasons set forth above, the Participant will may automatically lose any rights to the unvested RSUs that were unvested on granted to him or her as of the date of terminationthe Participant’s termination of employment, as described in the Plan and the Agreement.
Appears in 1 contract
Nature of Grant. This provision supplements The following paragraphs are hereby added to the end of Section 9 1 of the Agreement: Addendum A titled “No Acquired Rights.ˮ “In accepting the RSUsgrant of the Award, the Participant consents to participating participate in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs performance share awards under the Plan to individuals who may be employees of the Employer, the Company (or any Affiliate 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 economically or otherwise bind the Company (or any Affiliate except as set forth in the Plan or AgreementAffiliate). Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs the Award and any Ordinary Shares acquired upon vesting of the RSUs shall issued are not become a part of any employment contract (either with the Employer or the Company or any AffiliateAffiliate 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. Further, Participant understands that Participant will not be entitled to continue vesting in the Award after termination of Participant’s employment or service. In addition, the Participant understands that the RSUs Award would not be granted to Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the grant of the RSUs Award and any right to the Award shall be null and void. Further, the vesting of the RSUs Award is expressly conditioned on the Participant’s continuous continued employment or service, such that if the upon termination of Participant’s employment or service or employment terminates for any reason whatsoever, the RSUs will Award may cease to vest immediately vesting immediately, in whole or in part, effective on the date of termination of the Participant’s employment or service or employment(as determined under the Agreement). This will be the case, for example, even if the Participant: (a1) is considered to be unfairly dismissed without good cause; (b) Participant is dismissed for disciplinary or objective reasons reasons; or (2) Participant’s termination of employment or service is due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; contract by the Company or (e) is terminated from service or employment for any other reason whatsoeverParticipant’s employer. Consequently, upon the Participant’s termination of employment or service or employment for any of the above reasons, the Participant will may automatically lose any rights to the RSUs that were unvested Award to the extent not vested on the date of terminationParticipant’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.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating Team Member acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Agreement, and read any such modification, amendment, suspension or termination will not constitute a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant constructive or wrongful dismissal;
(b) the RSUs under are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;
(c) in no event should the Plan to individuals who may RSUs be employees of the Employerconsidered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any Affiliate throughout pension rights or compensation;
(d) the world. The decision future value of the underlying Shares is a limited decision that is entered into upon the express assumption unknown and condition that any grant will cannot bind be predicted with certainty;
(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding the Team Member’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting RSUs;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs shall not become a part resulting from termination of any employment contract the Team Member’s Service (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) reason whatsoever and whether or any other right whatsoever. In additionnot in breach of local labor laws), 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 accepts that should any or all in consideration of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs shall be null and void. Furtherto which the Team Member is otherwise not entitled, the vesting of Team Member irrevocably (i) agrees never to institute any such claim against the RSUs is expressly conditioned on Company or the ParticipantService Recipient, (ii) waives the Team Member’s continuous serviceability, if any, to bring any such that if claim, and (iii) releases the Participant’s service or employment terminates for Company and the Service Recipient from any reason whatsoeversuch claim. If, notwithstanding the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the caseforegoing, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.such claim is
Appears in 1 contract
Nature of Grant. This provision section supplements Section 9 1 of the Agreementthis Exhibit C: In By accepting the RSUs, the Participant consents to participating participate in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that, as a condition of the grant of the RSUs, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and all RSUs that have not vested as of the date of termination. In particular, the Participant understands and agrees that any unvested RSUs will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination 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. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, Company or subsidiary of the Company or any 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 Affiliate except subsidiary of the Company on an ongoing basis (other than as set forth in this Agreement and the Plan or AgreementPlan). Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary the related Shares acquired upon vesting of the RSUs shall not become a part of any employment or contract (either with the Employer or the Company or any Affiliatesubsidiary of the Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the grant of the RSUs would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cerence Inc.)
Nature of Grant. This provision supplements Section 9 the “Nature of Grant” provision of the AgreementAppendix: In accepting the RSUsAward, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read 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 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 discretionally in its sole discretion decided to grant the RSUs under the Plan Award to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldan Affiliate. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant Award will not economically or otherwise bind the Company or any Affiliate except Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs Award shall not become a part of any employment contract or service agreement (either whether with the Employer or 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. In additionFurthermore, 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, if any, is unknown and unpredictable. The Participant also understands that the RSUs grant of the Award would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; 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 RSUs Award and any right to the underlying shares of Stock, if any, shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Loyalty Ventures Inc.)
Nature of Grant. This provision supplements The following paragraphs are hereby added to the end of Section 9 1 of the Agreement: Addendum A titled “No Acquired Rights.ˮ “In accepting the RSUsgrant of the Award, the Participant consents to participating participate in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs restricted share unit awards under the Plan to individuals who may be employees of the Employer, the Company (or any Affiliate 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 economically or otherwise bind the Company (or any Affiliate except as set forth in the Plan or AgreementAffiliate). Consequently, the Participant understands that the RSUs are Award is granted on the assumption and condition that such RSUs the Award and any Ordinary Shares acquired upon vesting of the RSUs shall issued are not become a part of any employment contract (either with the Employer or the Company or any AffiliateAffiliate 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. Further, Participant understands that Participant will not be entitled to continue vesting in the Award after termination of Participant’s employment or service. In addition, the Participant understands that the RSUs Award would not be granted to Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the grant of the RSUs Award and any right to the Award shall be null and void. Further, the vesting of the RSUs Award is expressly conditioned on the Participant’s continuous continued employment or service, such that if the upon termination of Participant’s employment or service or employment terminates for any reason whatsoever, the RSUs will Award may cease to vest immediately vesting immediately, in whole or in part, effective on the date of termination of the Participant’s employment or service or employment(as determined under the Agreement). This will be the case, for example, even if the Participant: (a1) is considered to be unfairly dismissed without good cause; (b) Participant is dismissed for disciplinary or objective reasons reasons; or (2) Participant’s termination of employment or service is due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; contract by the Company or (e) is terminated from service or employment for any other reason whatsoeverParticipant’s employer. Consequently, upon the Participant’s termination of employment or service or employment for any of the above reasons, the Participant will may automatically lose any rights to the RSUs that were unvested Award to the extent not vested on the date of terminationParticipant’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.
Appears in 1 contract
Samples: Restricted Share Unit Issuance Agreement (Genpact LTD)
Nature of Grant. This The following provision supplements Section 9 the Nature of Grant section of the Award Agreement: In accepting the RSUs, the Participant consents Grantee acknowledges that they consent to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant Grantee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs under the Plan to individuals who may be employees of the Employeremployees, the Company or any Affiliate consultants, and directors 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 except as set forth in the Plan or Agreementon an ongoing basis. Consequently, the Participant Grantee understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary Shares acquired upon vesting of under the RSUs shall Plan are not become a part of any employment contract (either with the Employer or the Company or any other Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant Grantee understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant Grantee acknowledges 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 any grant of or right to the RSUs shall be null and void. Further The Grantee understands and agrees that, as a condition of the grant of the RSUs, unless otherwise provided in the Plan or Award Agreement, the vesting termination of the Grantee's termination of service for any reason (including the reasons listed below) will automatically result in the loss of the RSUs to the extent the RSUs have not vested as of the date the Grantee is expressly conditioned on no longer actively providing service. In particular, unless otherwise provided in the Participant’s continuous service, such that if the Participant’s service Plan or employment terminates for any reason whatsoeverAward Agreement, the Grantee understands and agrees that any unvested portion of the RSUs will cease to vest immediately effective on as of the date the Grantee is no longer actively providing service set out in this Award Agreement will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of a termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s Grantee's termination of service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or employment for any recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the above reasonsterms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Service Recipient and under Article 10.3 of the Royal Decree 1382/1985. The Grantee acknowledges that they have read and specifically accept the conditions referred to in the RSUs that were unvested on Award Agreement including the date Nature of termination.Grant section.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (MYT Netherlands Parent B.V.)
Nature of Grant. This provision The following section supplements Section 9 8(f) of the Agreement: In accepting the grant of the RSUs, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant understands that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate a 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 economically or otherwise bind the Company or any Affiliate a Subsidiary on an ongoing basis except as set forth to the extent provided in the Plan or and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary the Shares acquired issued upon vesting of the RSUs settlement shall not become a part of any employment contract (either with the Employer or the Company or any Affiliatea Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the grant of the RSUs would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the RSUs shall be null and void. FurtherThe Participant understands and agrees that, as a condition of the grant of the RSUs, the vesting termination of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever(including the reasons listed below) will cause the RSUs to cease vesting immediately as of the date the Participant is no longer actively providing services as explained in Section 6(d) of the Agreement. In particular, the Participant understands and agrees that any unvested portion of the RSUs will cease to vest immediately effective on as of the date the Participant is no longer actively providing services will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Participant’s service or employment. This will be the caseemployment by reason of, for examplebut not limited to, even if the Participant: (a) is considered resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with Cause, disciplinary dismissal adjudged or recognized to be without good causeCause, individual or collective 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 Sections 2 and 6 of the Agreement. The Participant understands that this grant would not be made but for the assumptions and conditions referred to above; (b) is dismissed for disciplinary thus, the Participant understands, acknowledges and freely accepts that should any or objective reasons all of the assumptions be mistaken or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for should any of the above reasonsconditions not be met for any reason, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationthen this RSU award shall be null and void.
Appears in 1 contract
Samples: Global Time Based Restricted Stock Unit Award Agreement (Moneygram International Inc)
Nature of Grant. This The following provision supplements Section 9 the Nature of Grant section of the Award Agreement: In accepting the RSUs, the Participant consents Grantee acknowledges that they consent to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant Grantee understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs under the Plan to individuals who may be employees of the Employeremployees, the Company or any Affiliate consultants, and directors 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 except as set forth in the Plan or Agreementon an ongoing basis. Consequently, the Participant Grantee understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary Shares acquired upon vesting of under the RSUs shall Plan are not become a part of any employment contract (either with the Employer or the Company or any other Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant Grantee understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant Grantee acknowledges 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 any grant of or right to the RSUs shall be null and void. Further The Grantee understands and agrees that, as a condition of the grant of the RSUs, unless otherwise provided in the Plan or Award Agreement, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the ParticipantGrantee’s termination of service or employment for any reason (including the reasons listed below) will automatically result in the loss of the above reasonsRSUs to the extent the RSUs have not vested as of the date the Grantee is no longer actively providing service. In particular, unless otherwise provided in the Plan or Award Agreement, the Participant Grantee understands and agrees that any unvested portion of the RSUs as of the date the Grantee is no longer actively providing service set out in this Award Agreement will automatically lose any rights be forfeited without entitlement to the RSUs underlying Shares or to any amount of indemnification in the event of a termination of the Grantee’s termination of 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 good cause (i.e., subject to a “despido improcedente”), 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 Service Recipient and under Article 10.3 of the Royal Decree 1382/1985. The Grantee acknowledges that were unvested on they have read and specifically accept the date conditions referred to in the Award Agreement including the Nature of termination.Grant section.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (MYT Netherlands Parent B.V.)
Nature of Grant. This provision supplements Section 9 1 of the AgreementGeneral Terms and Conditions set forth above: In By accepting the RSUsRestricted Stock Units, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally discretionarily decided to grant the RSUs under the Plan offer Restricted Stock Units to individuals who may be employees of the Employer, the Company or any Affiliate Service Providers throughout the world. The decision is a limited temporary decision that is entered into upon the express assumption and condition that any grant of options will not economically or otherwise bind the Company or any Affiliate except Parent or Subsidiary presently or in the future, other than as expressly set forth in the Plan or this Award Agreement. Consequently, the Participant understands that the RSUs are granted any grant of Restricted Stock Units is made on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Employer or the Company or any AffiliateParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) ), or any other right whatsoever. In additionFurther, Participant understands and freely accepts that the Company does not guarantee that any benefit whatsoever shall arise from the Restricted Stock Units, which are gratuitous and discretionary. Finally, Participant understands that the RSUs Company would not be granted making this grant of Restricted Stock Units but for the assumptions and conditions referred to above; thus, the Participant expressly 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 the grant of the RSUs Restricted Stock Units shall be null and voidvoid and the Plan shall not have any effect whatsoever. FurtherParticipant understands and agrees that, as a condition of Participant’s participation in the Plan, the vesting termination of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoeverwill automatically result in the cancellation of any Restricted Stock Units granted to Participant under the Plan. In particular, Participant understands and agrees that, unless otherwise expressly provided for by the RSUs Administrator, Participant will cease not be permitted to continue to participate in the Plan or to vest immediately effective in Restricted Stock Units under the Plan if Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on the date of termination objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or terms of employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any under Article 41 of the above reasonsWorkers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights to Workers’ Statute, Article 50 of the RSUs that were unvested on Workers’ Statute, unilateral withdrawal by the date Employer, and under Article 10.3 of terminationRoyal Decree 1382/1985.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Splunk Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsaward of PRSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of PRSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) A PRSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Participant’s employer (“Employer”), and which is outside the scope of the Participant's employment contract, if any.
(e) The PRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company has unilaterallyor the Employer.
(f) The PRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, gratuitously and discretionally decided the PRSUs will not be interpreted to grant form an employment contract with any Subsidiary.
(g) This Agreement shall not confer upon the RSUs under the Plan Participant any right to individuals who may be employees continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Company or Employer’s right to terminate the Participant's employment at any Affiliate throughout time, as may be permitted under local law.
(h) The future value of the world. The decision underlying Shares is a limited decision that is entered into upon unknown and cannot be predicted with certainty.
(i) If the express assumption PRSUs vest and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs PRSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on PRSUs, or diminution in value of the PRSUs or Shares acquired upon settlement of the PRSUs, resulting from termination of the Participant’s continuous service, such that if the Participant’s service or 's employment terminates (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) 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 accepting this Award, the RSUs Participant will cease be deemed irrevocably to have waived the Participant's entitlement to pursue such claim.
(k) In the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the PRSUs and vest immediately under the Plan, if any, will terminate effective on as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the PRSUs after termination of employment, if any will be measured by the date of termination of the Participant’s service or employment. This active employment and will not be extended by a notice period mandated under local law; the case, Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any purposes of the above reasonsaward of the PRSUs.
(l) The PRSUs and benefits under the Plan, if any, will not automatically transfer to another company in the Participant will automatically lose any rights to the RSUs that were unvested on the date case of terminationa merger, take-over or transfer of liability.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating Executive acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Agreement, and read any such modification, amendment, suspension or termination will not constitute a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant constructive or wrongful dismissal; (b) the RSUs under are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments; (c) in no event should the Plan to individuals who may RSUs be employees of the Employerconsidered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any Affiliate throughout pension rights or compensation; 6.
(d) the world. The decision future value of the underlying Shares is a limited decision that is entered into upon the express assumption unknown and condition that any grant will cannot bind be predicted with certainty; (e) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding the Executive’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting RSUs; (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs shall not become a part resulting from termination of any employment contract the Executive’s Service (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) reason whatsoever and whether or any other right whatsoever. In additionnot in breach of local labor laws), 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 accepts that should any or all in consideration of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be null deemed irrevocably to have agreed not to pursue such claim and void. Further, the vesting agrees to execute any and all documents necessary to request dismissal or withdrawal of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good causeclaims; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.and
Appears in 1 contract
Nature of Grant. This The following provision supplements Section 9 16 of the Agreement: In By accepting the RSUsPRSU, the Participant consents to participating participation in the Plan Program and acknowledges having acknowledge that the Participant has received and read a copy of the PlanProgram. The Participant understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs PRSUs under the Plan Program to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant PRSUs will not economically or otherwise bind the Company or any Affiliate except parent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are PRSU is granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs PRSU shall not become a part of any employment contract (either whether with the Employer or 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. In additionFurthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the RSUs PRSU, which is gratuitous and discretionary, since the future value of the PRSU and the underlying Shares is unknown and unpredictable. The Participant also understands that this grant of PRSUs would not be granted made but for the assumptions and conditions referred to aboveset forth hereinabove; 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 RSUs this PRSU shall be null and void. Further, this PRSU is a conditional right to Shares and can be forfeited in the vesting of the RSUs is expressly conditioned on case of, or affected by, the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if (1) the Participant: (a) Participant is considered to be unfairly dismissed without good causecause (i.e., subject to a “despido improcedente”); (b2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) the Participant terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d4) the Participant terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company or any of its Subsidiaries; or (e5) is terminated from service or the Participant’s employment terminates for any other reason whatsoever, except for Cause. Consequently, upon termination of the Participant’s termination of service or employment for any of the above reasonsreasons set forth above, the Participant will may automatically lose any rights to the RSUs that were unvested on PRSU granted to the Participant as of the date of terminationhis or her termination of employment, as described in the Program and the Agreement.
Appears in 1 contract
Samples: Global Performance Based Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the Award of RSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of RSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) An RSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant’s employment contract, if any.
(e) The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Award Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Award Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in RSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs RSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s continuous serviceemployment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such that if claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s service entitlement to pursue such claim.
(k) In the event of involuntary termination of Participant’s employment (whether or employment terminates for any reason whatsoevernot in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will cease terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to vest immediately effective on local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of the Participant’s service or employment. This active employment and will not be extended by a notice period mandated under local law; the case, Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any purposes of the above reasonsaward of the RSUs.
(l) Except as provided in the Plan, the Participant RSUs and benefits under the Plan, if any, will not automatically lose any rights transfer to another company in the RSUs that were unvested on the date case of termination.a merger, take-over or transfer of liability
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This The following provision supplements Section 9 12 of the Agreement: In By accepting the RSUsAward, the Participant consents to participating participation in the Plan and acknowledges having that the Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs Restricted Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate Service Providers throughout the world. The decision is a limited decision that is and entered into based upon the express assumption and condition that any grant Restricted Stock Units will not economically or otherwise bind the Company or any Affiliate except as set forth in Parent, Subsidiary or Affiliate, including the Plan or AgreementEmployer, on an ongoing basis. Consequently, the Participant understands that the RSUs are granted grant is made on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs Restricted Stock Units shall not become a part of any employment contract (either whether with the Employer or 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. In addition, the The Participant also understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to set forth 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 RSUs Restricted Stock Units and any right to the underlying Shares shall be null and void. FurtherThe Participant understands and agrees that, as a condition of the grant of the Restricted Stock Units, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentService 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. This 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 the case, for example, even if the Participant: (a) is considered to be unfairly dismissed forfeited without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due entitlement to the Company’s underlying Shares or to any Affiliate’s unilateral breach amount of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon indemnification in the event of the termination of the Participant’s termination of service Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or employment for any 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 above reasonsterms 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 will automatically lose any rights acknowledges that he or she has read and specifically accepts the conditions referred to in Section 5 of the RSUs that were unvested on the date of terminationAgreement.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Logitech International S.A.)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the Award of RSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of RSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) An RSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant’s employment contract, if any.
(e) The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Award Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Award Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in RSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs RSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, diminution in value of the RSUs will cease to vest immediately effective on or Shares acquired upon settlement of the date of RSUs resulting from termination of the Participant’s service employment (for any reason whatsoever and whether or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral not in breach of contractlocal labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; or (e) if, notwithstanding the foregoing, any such claim is terminated from service or employment for any other reason whatsoever. Consequentlyfound by a court of competent jurisdiction to have arisen, upon the Participant’s termination of service or employment for any of the above reasonsthen, by accepting this Award, the Participant will automatically lose any rights be deemed irrevocably to have waived the RSUs that were unvested on the date of terminationParticipant’s entitlement to pursue such claim.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This The following provision supplements Section 9 10 of the Agreement: Award Agreement (Nature of Grant): In accepting the RSUsAward, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The 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 Affiliate except of its Subsidiaries other than as expressly set forth in the Plan or and the Agreement. Consequently, the Participant understands you understand that the RSUs Units are granted on the assumption and condition that such RSUs the Units and any Ordinary Shares acquired shares of Common Stock issued upon vesting of the RSUs shall Units are not become a part of any employment contract (either with the Employer or the Company or any AffiliateSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose 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, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.NOTIFICATIONS
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. This The following provision supplements Section 9 10 of the Agreement: Award Agreement (Nature of Grant): In accepting the RSUsAward, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The 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 Affiliate except of its Subsidiaries other than as expressly set forth in the Plan or and the Agreement. Consequently, the Participant understands you understand that the RSUs Units are granted on the assumption and condition that such RSUs the Units and any Ordinary Shares acquired shares of Common Stock issued upon vesting of the RSUs shall Units are not become a part of any employment contract (either with the Employer or the Company or any AffiliateSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. MARCH 2017 -37- Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.NOTIFICATIONS
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. This The following provision supplements Section 9 1 of Appendix A: The RSUs provide for a conditional right to Underlying Shares and may be forfeited or affected by the Recipient’s termination of employment prior to the date the RSUs become fully vested, as set forth in the Agreement. For the avoidance of doubt, the Recipient’s rights, if any, to the RSUs upon termination of employment shall be determined as set forth in the Agreement, including, without limitation, where (a) the Recipient is deemed to be constructively dismissed or unfairly dismissed without good cause; (b) the Recipient is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Recipient terminates employment due to a change of work location, duties or any other employment or contractual condition (except as otherwise expressly set forth in the Agreement); or (d) the Recipient terminates employment due to the Company’s or any of one of its Affiliates’ unilateral breach of contract. Consequently, the termination of the Recipient’s employment for any of the above reasons shall be governed by the terms of the Agreement: In , unless otherwise determined by the Company, in its sole discretion. By accepting the RSUs, the Participant consents Recipient acknowledges that he or she understands and agrees to participating the terms and conditions applicable to participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant Recipient understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate and its Affiliates 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 Affiliate except on an ongoing basis, other than as expressly set forth in the Plan or and the Agreement. Consequently, the Participant Recipient understands that the RSUs are granted any grant is given on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Furthermore, the Recipient understands and freely accepts that there is no guarantee that any benefit shall arise from an gratuitous and discretionary grant since the RSUs may be forfeited upon termination of employment and the future value of the RSUs and the Underlying Shares is unknown and unpredictable. In addition, the Participant Recipient understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to aboveherein; thus, the Participant Recipient 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 the grant of the RSUs shall be null and void. Further, 6715667-v5\GESDMS 209867689 v10 Securities Law Information. The RSUs and the Underlying Shares issued upon vesting do not qualify under Spanish regulations as a security. No “offer of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due securities to the Company’s public” as defined under Spanish law has taken place or any Affiliate’s unilateral breach of contract; or will take place in the Spanish territory. The Plan and the Agreement, including Appendix A and this Appendix B, have not been nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (e) is terminated from service or employment for any other reason whatsoever. ConsequentlySpanish Securities Exchange Commission), upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationand they do not constitute a public offering prospectus.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Netscout Systems Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating Team Member acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Agreement, and read any such modification, amendment, suspension or termination will not constitute a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant constructive or wrongful dismissal;
(b) the RSUs under are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;
(c) in no event should the Plan to individuals who may RSUs be employees of the Employerconsidered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any Affiliate throughout pension rights or compensation;
(d) the world. The decision future value of the underlying Shares is a limited decision that is entered into upon the express assumption unknown and condition that any grant will cannot bind be predicted with certainty;
(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding the Team Member’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting RSUs;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture or recovery of the RSUs shall not become a part or underlying Shares resulting from termination of any employment contract the Team Member’s Service (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensationreason whatsoever and whether or not in breach of local labor laws) 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 accepts that should any or all application of the assumptions be mistaken or should any Policies, and in consideration of the conditions not be met for any reason, then the grant of the RSUs to which the Team Member is otherwise not entitled, the Team Member (i) agrees not to institute any such claim against the Company or the Service Recipient, (ii) waives the Team Member’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Team Member shall be null deemed irrevocably to have agreed not to pursue such claim and void. Further, the vesting agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(g) this Agreement is not a condition of the RSUs is expressly conditioned on the ParticipantTeam Member’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual conditioncontinued employment; and
(dh) terminates service or employment due the Team Member is hereby axxxxxx to consult with personal tax, legal and financial advisors regarding participation in the Company’s or Plan before taking any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights action related to the RSUs that were unvested on or the date of terminationPlan.
Appears in 1 contract
Nature of Grant. This provision supplements The following provisions supplement Section 9 6 of the Global Restricted Stock Unit Award Agreement: In By accepting the grant of the RSUs, the Participant consents to participating participation in the Plan and acknowledges having acknowledge that the Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Subsidiary, other than to the extent set forth in the Plan or Agreement. Consequently, the Participant understands that the grant of the RSUs are granted is made on the assumption and condition that such the RSUs and any Ordinary Shares acquired upon vesting of under the RSUs shall Plan are not become a part of any employment contract service agreement (either with the Employer or the Company or any Affiliate) Subsidiary), and shall not be considered a mandatory benefit, salary compensation for any purpose (including severance compensation) 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 accepts that accept that, should any or all of the |US-DOCS\140273479.3|| assumptions be mistaken or should any of the conditions not be met for any reason, then the 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 of in the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of after termination of the Participant’s service or employmentService. This will be the case, for example, even if in the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to event of a collective dismissal; (c) terminates service or employment due to a change termination of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or employment for any recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be without cause, material modification of the above reasonsterms 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 Company or Subsidiary and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that the Participant will automatically lose any rights has read and specifically accepts the conditions referred to in Section 6 of the RSUs that were unvested on the date of terminationGlobal Restricted Stock Unit Award Agreement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Syneos Health, Inc.)
Nature of Grant. This provision supplements The following provisions supplement Section 9 8 (Nature of the Grant) of the Option Agreement: In By accepting the RSUsOptions, the Participant consents to participating in the Plan and Optionee acknowledges having that he or she has received and read a copy of the Plan. The Participant Optionee further acknowledges, understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Options under the Plan to individuals who may be employees of the Employer, the Company or and any Affiliate Affiliated Company throughout the world. The decision to grant the Options is a limited decision that is entered into upon the express assumption and condition that any Option grant will not economically or otherwise bind the Company or any Affiliate except Affiliated Company on an ongoing basis other than as set forth in the Plan or this Option Agreement. Consequently, the Participant Optionee understands that the RSUs are granted any grant is given on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Employer or the Company or any AffiliateAffiliated Company) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In additionFurther, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Options and the Shares is unknown and unpredictable. Additionally, the Optionee understands that the RSUs vesting of the 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 granted made to the Optionee but for the assumptions and conditions referred to aboveherein; thus, the Participant Optionee 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 the any grant of the RSUs Options shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 12 of the Award Agreement: In By accepting the RSUsPSUs, the Participant consents to participating participation in the Plan Plans and acknowledges having that Participant has received and read a copy of the PlanPlans. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs PSUs under the Plan Plans to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Parent or Subsidiary, other than to the extent set forth in the Plan or this Award Agreement. Consequently, the Participant understands that the RSUs PSUs are granted on the assumption and condition that such RSUs the PSUs and any Ordinary Shares acquired upon at vesting of the RSUs shall PSUs are not become a part of any employment or service contract (either with the Employer or the Company or any Affiliate) Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of or right to the RSUs PSUs shall be null and void. Further, except as otherwise provided in the Plans and the Award Agreement, Participant understands that he or she will not be entitled to continue vesting of the RSUs is expressly conditioned on the in any PSUs once Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment's status as a Service Provider terminates. This will be the case, for example, even if in the event of a termination of Participant: (a) is considered 's status of a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjusted or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal or objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service or employment due to a change of work locationbe without cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms 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. Participant will automatically lose any rights to acknowledges that Participant has read and specifically accepts the RSUs that were unvested on vesting and termination conditions in the date of terminationAward Agreement.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Fortinet Inc)
Nature of Grant. This The following provision supplements Section 9 11 of the Award Agreement: In By accepting the RSUsPerformance Units, the Participant consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Performance Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate of a Parent or Subsidiary throughout the world. The 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 Affiliate except Parent or Subsidiary other than as expressly set forth in the Plan or Award Agreement. Consequently, the Participant understands that the RSUs #93246645v2 Performance Units are granted on the assumption and condition that such RSUs the Performance Units and any Ordinary Shares acquired upon vesting of under the RSUs shall Plan are not become a part of any employment or service contract (either with the Employer or the Company or with any AffiliateParent or Subsidiary) and shall not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan or the Award Agreement, the Performance Units will be cancelled without entitlement to any Shares underlying the Performance Units if Participant’s status as a Service Provider is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. In addition, the Participant understands that the RSUs this grant would not be granted made to Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the RSUs Performance Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Global Performance Unit Agreement (CrowdStrike Holdings, Inc.)
Nature of Grant. This The following provision supplements Section 9 3 of the Agreementthis Appendix A: In accepting the RSUsOption, the Participant consents you acknowledge that you consent to participating participation in the Plan and acknowledges having have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs options under the Plan to individuals who may be employees of the EmployerEmployees, the Company or any Affiliate Directors and Consultants 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 except as set forth in the Plan or Agreementon an ongoing basis. Consequently, the Participant understands you understand that the RSUs are Option is granted on the assumption and condition that such RSUs the Option and any Ordinary Shares shares of Common Stock acquired upon vesting of under the RSUs shall Plan are not become a part of any employment contract (either with the Employer or the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands you understand that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant 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 any grant of or right to the RSUs Option shall be null and void. FurtherYou understand and agree that, as a condition of the grant of the Option, the vesting termination of the RSUs is expressly conditioned on the Participant’s continuous serviceyour Continuous Service as an Employee, such that if the Participant’s service Director or employment terminates Consultant for any reason whatsoever, (including the RSUs reasons listed below) will automatically result in the loss of the Option to the extent the Option has not vested and become exercisable as of the date you cease to vest immediately effective on provide Continuous Service to the Company and/or a Subsidiary or Affiliate. In particular, you understand and agree that any unvested portion of the Option as of the date you are no longer actively providing services and any vested portion of the Option not exercised within the post-termination exercise period set out in Section 7 of the Option Agreement will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification in the event of a termination of the Participant’s service your status as an Employee, Director or employment. This will be the caseConsultant by reason of, for examplebut not limited to, even if the Participant: (a) is considered resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjudged or recognized to be without good cause; cause (b) is dismissed for disciplinary or objective reasons or due i.e., subject to a “despido impordente”), individual or collective dismissal; (c) terminates service dismissal on objective grounds, whether adjudged or employment due recognized to a change of work locationbe with or without cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Participant will automatically lose any rights to Workers’ Statute, Article 50 of the RSUs that were unvested on Workers’ Statute, unilateral withdrawal by the date Employer and under Article 10.3 of terminationthe Royal Decree 1382/1985.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 the Acknowledgement of Nature of Award section of the AgreementAward Agreement including this Appendix A: In accepting the RSUsthis Option, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand and agree that, as a condition of the grant of this Option, except as provided for in the Award Agreement, the termination 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 Award Agreement, any unvested Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: 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. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs this Option under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldAffiliate. 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 Affiliate except as its Affiliates on an ongoing basis other than to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands you understand that the RSUs are this Option is granted on the assumption and condition that such RSUs this Option and any Ordinary the Shares acquired issued upon vesting of the RSUs exercise shall not become a part of any employment or service contract (either with the Company, the Employer or the Company or any other Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands you understand that the RSUs grant of this Option would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 any grant to you of the RSUs this Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Option Award Agreement (Restaurant Brands International Inc.)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the Award of RSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of RSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) An RSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant’s employment contract, if any.
(e) The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Award Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Award Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in RSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value. 20151014.011 Chief Executive Officer RSU Award Agreement October 14, 2015 3
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs RSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, diminution in value of the RSUs will cease to vest immediately effective on or Shares acquired upon settlement of the date of RSUs resulting from termination of the Participant’s service employment (for any reason whatsoever and whether or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral not in breach of contractlocal labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; or (e) if, notwithstanding the foregoing, any such claim is terminated from service or employment for any other reason whatsoever. Consequentlyfound by a court of competent jurisdiction to have arisen, upon the Participant’s termination of service or employment for any of the above reasonsthen, by accepting this Award, the Participant will automatically lose any rights be deemed irrevocably to have waived the RSUs that were unvested on the date of terminationParticipant’s entitlement to pursue such claim.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Schlumberger Limited/Nv)
Nature of Grant. This provision supplements Section 9 8 of the Award Agreement: In accepting the RSUsgrant of the PSUs, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Further, the Participant understands that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the RSUs PSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands that the RSUs PSUs are granted on the assumption and condition that such RSUs PSUs and any Ordinary Shares acquired upon vesting of the RSUs PSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, or salary for any purpose purposes (including severance compensation) or any other right whatsoever. In additionFurther, as a condition of the grant of the PSUs, unless otherwise expressly provided for by the Company or set forth in the Award Agreement, the PSUs will be cancelled without entitlement to any Shares if the Participant’s Service terminates for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s Service has terminated for purposes of the PSUs. The Participant understands that the RSUs grant of the PSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the RSUs PSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 1 of the AgreementAppendix A: In accepting the RSUsOption, the Participant consents to participating participate in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs stock options under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as set forth in the Plan subsidiary or Agreementaffiliate. Consequently, the Participant understands that the RSUs are Option is granted on the assumption and condition that such RSUs the Option and any Ordinary Shares shares acquired upon vesting exercise of the RSUs shall Option are not become a part of any employment contract (either with the Employer or the Company or any Affiliatesubsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs Option would not be granted to the Participant but for the assumptions and conditions referred to aboveherein; thus, the 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 the grant of the RSUs this Option shall be null and void. FurtherThis Option is a conditional right to Shares and can be forfeited in the case of, the vesting of the RSUs is expressly conditioned on or affected by, the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if (1) the Participant: (a) Participant is considered to be unfairly dismissed without good cause; (b2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) the Participant terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d4) the Participant terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company or any of its subsidiaries; or (e5) is terminated from service or the Participant’s employment terminates for any other reason whatsoever, except for reasons specified in the Agreement. Consequently, upon termination of the Participant’s termination of service or employment for any of the above reasonsreasons set forth above, the Participant will may automatically lose any rights to the RSUs that were unvested on Options granted to him or her as of the date of terminationthe Participant’s termination of employment, as described in the Plan and the Agreement.
Appears in 1 contract
Samples: Option Agreement (Nike Inc)
Nature of Grant. This The following provision supplements Section 9 13 of the Award Agreement: In By accepting the RSUsAward, the Participant consents to participating participation in the Plan and that Participant acknowledges having received and read receiving a copy of the Plan. The Participant further understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Award under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate Employees and Consultants throughout the world. The decision to grant the Award is a limited decision that and is entered into upon the express assumption and condition that any grant Award granted under the Plan will not economically or otherwise bind the Company or any Affiliate except Parent or Subsidiary of the Company on an ongoing basis other than as set forth in the Plan or Award Agreement. Consequently, the Participant understands that the RSUs are granted any grant is given on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs it shall not become a part of any employment or service contract (either with the Employer or the Company or any AffiliateParent or Subsidiary of the Company) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In additionFurther, Participant understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Shares is unknown and unpredictable. Additionally, Participant understands that the RSUs vesting and settlement of the Restricted Stock Units is expressly conditioned on Participant serving continuously a Service Provider from the Date of Grant through the applicable vesting date, such that if Participant ceases to be a Service Provider for any reason whatsoever, the Restricted Stock Units will cease vesting immediately. This will be the case, for example, even if (a) Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) Participant ceased to be a Service Provider due to a change of work location, duties or any other employment or contractual condition; (d) Participant ceases to be a Service Provider due to a unilateral breach of contract by the Company or any Parent or Subsidiary of the Company; or (e) Participant terminates employment for any other reason whatsoever. Consequently, if Participant ceases to be a Service Provider for any of the above reasons, any unvested Restricted Stock Units will be forfeited and Participant will have no further rights thereunder, as described in the Award Agreement. Finally, Participant understands that this grant would not be granted made to him or her but for the assumptions and conditions referred to aboveherein; thus, the 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 the any grant of the RSUs Restricted Stock Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Global Restricted Stock Unit Agreement (Pacific Biosciences of California, Inc.)
Nature of Grant. This provision supplements Section 9 12 of the Agreement: In By accepting the RSUsRestricted Stock Units, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The 6668698-v6\GESDMS Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs Restricted Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldits 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 Affiliate except as subsidiary, other than to the extent set forth in the Plan or this Agreement. Consequently, the Participant understands that the RSUs Restricted Stock Units are granted on the assumption and condition that such RSUs the Restricted Stock Units and any Ordinary Shares shares of Stock acquired upon at vesting of the RSUs shall Restricted Stock Units are not become a part of any employment or service contract (either with the Employer or the Company or any Affiliate) subsidiary), and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of or right to the RSUs Restricted Stock Units shall be null and void. Further, the Participant understands that he or she will not be entitled to continue vesting in any Restricted Stock Units upon cessation of the RSUs is expressly conditioned on the Participant’s continuous employment or service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if in the event of a termination of Participant: (a) is considered ’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjusted or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal or objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service or employment due to a change of work locationbe without cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms 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. Participant will automatically lose any rights to acknowledges that Participant has read and specifically accepts the RSUs that were unvested on vesting and termination conditions in the date of terminationAgreement.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Alexion Pharmaceuticals Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsECP Award, the Participant consents to participating his or her participation in the Plan and acknowledges having that the Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs ECP Award under the Plan to individuals who may be employees of the Employer, the Company or any 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 Affiliate except as set forth in the Plan or AgreementCompany. Consequently, the Participant understands that the RSUs are ECP Award is granted on the assumption and condition that such RSUs the ECP Award and any Ordinary Shares acquired upon vesting of the RSUs shall ECP Award are not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs ECP Award would not be granted to the Participant but for the assumptions and conditions referred to aboveherein; thus, the Participant expressly 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 the grant of the RSUs ECP Award shall be null and void. Further, the vesting of ECP Award are a conditional right to Shares and can be forfeited in the RSUs is expressly conditioned on case of, or affected by, the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentEmployment. This will be the case, for example, even if the Participant: (a) the Participant is considered to be unfairly dismissed terminated without good cause; (b) the Participant is dismissed terminated for disciplinary or objective reasons or due to a collective dismissal; (c) the Participant terminates service or employment Employment due to a change of work location, duties or any other employment Employment or contractual conditionconditions; (d) the Participant terminates service or employment Employment due to the Company’s or any Affiliate’s unilateral breach of contractcontract of the Company; or (e) is terminated from service or employment 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 service or employment for any of Employment, as described in the above reasonsPlan, the Participant will automatically lose any rights to ECP Award Agreement and the RSUs that were unvested on the date of termination.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
Appears in 1 contract
Samples: Equity Choice Program Award Agreement (International Flavors & Fragrances Inc)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents understands and agrees that:
a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to participating the extent permitted by the Plan;
b. the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
c. all decisions with respect to future Restricted Stock Units grants, if any, will be at the sole discretion of the Company;
d. the grant and Participant’s participation in the Plan shall not be interpreted as forming an employment or service contract with Company or any Subsidiary or Affiliate, and acknowledges having received and read a copy shall not interfere with the ability of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 Subsidiary or any Affiliate except Affiliate, as set forth in the Plan or Agreement. Consequentlyapplicable, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if terminate the Participant’s service relationship at any time;
e. the Participant is voluntarily participating in the Plan;
f. the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
g. no claim or employment terminates entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s relationship as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of labor laws in the RSUs will cease jurisdiction where Participant is engaged as a Service Provider or the terms of Participant’s service agreement, if any) and, in consideration of the grant to vest immediately effective on which Participant otherwise is not entitled, Participant irrevocably agrees never to institute any claim against the date Company or any Subsidiary or Affiliate, waive Participant’s ability, if any, to bring any such claim, and release the Company and any Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of termination competent jurisdiction, then by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
h. unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and
i. neither the Company, nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s service local currency and the United States Dollar or employment. This will be the caseSwiss Franc, for exampleas applicable, even if that may affect the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary value of the Restricted Stock Units or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment amounts due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon Participant pursuant to the Participant’s termination of service or employment for any settlement of the above reasons, Restricted Stock Units or the Participant will automatically lose subsequent sale of any rights to the RSUs that were unvested on the date of terminationShares acquired upon settlement.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Logitech International Sa)
Nature of Grant. This The following provision supplements Section 9 4.1 of the PSU Agreement: In By accepting the RSUsthis grant of PSUs, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs PSUs and Dividend Equivalents under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Affiliate, other than to the extent set forth in the Plan or this Agreement. Consequently, the Participant understands that the RSUs PSUs and Dividend Equivalents are granted on the assumption and condition that such RSUs the PSUs, the Dividend Equivalents and any Ordinary Shares acquired upon vesting at settlement of the RSUs shall PSUs and Dividend Equivalents are not become a part of any employment contract or other service agreement (either with the Employer or the Company or any Affiliate) , including the Service Recipient), and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant of PSUs would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any award of or right to the grant of the RSUs PSUs shall be null and void. Further, the Participant understands that Participant will not be entitled to continue vesting in any PSUs or Dividend Equivalents once Participant experiences a Termination of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentService. This will be the case, for example, even if in the Participant: (a) is considered event of a termination of Participant by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjusted or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal or objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service or employment due to a change be without cause, material modification of work location, duties or any other the terms of employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any under Article 41 of the above reasonsWorkers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Service Recipient and under Article 10.3 of the Royal Decree 1382/1985. Participant will automatically lose any rights acknowledges that Participant has read and specifically accepts the conditions referred to in Section 4.1 of the RSUs that were unvested on the date of terminationPSU Agreement.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Guardant Health, Inc.)
Nature of Grant. This provision supplements Section 9 8 of the Award Agreement: In accepting the RSUsgrant of the MSUs, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Further, the Participant understands that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the RSUs MSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands that the RSUs MSUs are granted on the assumption and condition that such RSUs MSUs and any Ordinary Shares acquired upon vesting of the RSUs MSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, or salary for any purpose purposes (including severance compensation) or any other right whatsoever. In additionFurther, as a condition of the grant of the MSUs, unless otherwise expressly provided for by the Company or set forth in the Award Agreement, the MSUs will be cancelled without entitlement to any Shares if the Participant’s Service terminates for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s Service has terminated for purposes of the MSUs. The Participant understands that the RSUs grant of the MSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the RSUs MSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Market Stock Unit Award Agreement (Morningstar, Inc.)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the Award of RSUs, Participant acknowledges that:
(a) The Plan is established voluntarily by the Participant consents to participating Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Award Agreement.
(b) The grant of RSUs is a one-time benefit and read a copy does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Plan. Company.
(c) The Participant understands is voluntarily participating in the Plan.
(d) An RSU is an extraordinary item that the Company has unilaterally, gratuitously and discretionally decided does not constitute compensation of any kind for services of any kind rendered to grant the RSUs under the Plan to individuals who may be employees of the Employer, and which is outside the scope of the Participant's employment contract, if any.
(e) The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Affiliate throughout the world. The decision is a limited decision that is entered into Subsidiary.
(g) This Agreement shall not confer upon the express assumption Participant any right to continuation of employment by the Employer, nor shall this Agreement interfere in any way with the Employer’s right to terminate the Participant's employment at any time, as may be permitted under local law.
(h) The future value of the underlying Shares is unknown and condition that any grant will cannot bind be predicted with certainty.
(i) If the Company or any Affiliate except as set forth in RSUs vest and the Plan or Agreement. ConsequentlyParticipant obtains Shares, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary value of those Shares acquired upon vesting may increase or decrease in value.
(j) In consideration of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs RSUs, no claim or entitlement to compensation or damages shall be null and void. Further, the vesting arise from termination of the RSUs is expressly conditioned on or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s continuous service, such that if the Participant’s service or 's employment terminates (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) 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 accepting this Award, the Participant will be deemed irrevocably to have waived the Participant's entitlement to pursue such claim.
(k) in the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the RSUs and vest under the Plan, if any, will cease terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to vest immediately effective on local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive Shares pursuant to the RSUs after termination of employment, if any will be measured by the date of termination of the Participant’s service or employment. This active employment and will not be extended by a notice period mandated under local law; the case, Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any purposes of the above reasons, award of the Participant will automatically lose any rights to RSUs.
(l) the RSUs that were unvested on and benefits under the date Plan, if any, will not automatically transfer to another company in the case of termination.a merger, take-over or transfer of liability
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cameron International Corp)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating in acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and acknowledges having received and read a copy of may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract ;
(either with the Employer or the Company or any Affiliateb) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSU is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs shall have been granted in the past;
(c) all decisions with respect to future RSU or other grants, if any, will be null and void. Further, at the vesting sole discretion of the RSUs Company;
(d) the Participant is expressly conditioned on voluntarily participating in the Participant’s continuous servicePlan;
(e) the future value of the underlying shares of Stock is unknown, such that if indeterminable and cannot be predicted with certainty;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Participant’s service or employment terminates for any reason whatsoever, RSU resulting from the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service relationship and in consideration of the grant of the RSU to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, or employment. This will any of its Subsidiaries or Affiliates, waives his or her ability, if any, to bring any such claim, and releases the Company, and its Subsidiaries and Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(g) unless otherwise provided in the casePlan or by the Company in its discretion, the RSU and the benefits evidenced by the Agreement do not create any entitlement to have the RSU or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and
(h) neither the Company nor any Subsidiary or Affiliate shall be liable for example, even if any foreign exchange rate fluctuation between the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary ’s local currency and the United States Dollar that may affect the value of the RSU or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment amounts due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon Participant pursuant to the Participant’s termination of service or employment for any settlement of the above reasons, RSU or the Participant will automatically lose subsequent sale of any rights to the RSUs that were unvested on the date shares of terminationStock acquired upon settlement.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Mead Johnson Nutrition Co)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsgrant, the Participant consents to participating Team Member acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and acknowledges having received this Agreement, and read any such modification, amendment, suspension or termination will not constitute a copy constructive or wrongful dismissal;
(b) the PSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;
(c) in no event should the Plan. The Participant understands that the Company has unilaterallyPSUs be considered as compensation for, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employeror relating in any way to, past services for the Company or the Service Recipient, nor are the PSUs or the underlying Shares intended to replace any Affiliate throughout pension rights or compensation;
(d) the world. The decision future value of the underlying Shares is a limited decision that is entered into upon the express assumption unknown and condition that any grant will cannot bind be predicted with certainty;
(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any Affiliate except as set forth recommendations regarding the Team Member’s participation in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting PSUs;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture or recovery of the RSUs shall not become a part PSUs or underlying Shares resulting from termination of any employment contract the Team Member’s Service (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensationreason whatsoever and whether or not in breach of local labor laws) 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 accepts that should any or all application of the assumptions be mistaken or should any Policies, and in consideration of the conditions not be met for any reason, then the grant of the RSUs PSUs to which the Team Member is otherwise not entitled, the Team Member (i) agrees not to institute any such claim against the Company or the Service Recipient, (ii) waives the Team Member’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Team Member shall be null deemed irrevocably to have agreed not to pursue such claim and void. Further, the vesting agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(g) this Agreement is not a condition of the RSUs is expressly conditioned on the ParticipantTeam Member’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual conditioncontinued employment; and
(dh) terminates service or employment due the Team Member is herexx xxxised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Company’s PSUs or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationPlan.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. aPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH 30, 2020 4853-0382-8921, v. 1 Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsPerformance Restricted Stock Units, Participant acknowledges, understands and agrees that:
(a) the Participant consents Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to participating the extent permitted by the Plan;
(b) the grant of Performance Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Performance Restricted Stock Units, or benefits in lieu of Performance Restricted Stock Units even if Performance Restricted Stock Units have been awarded in the past;
(c) nothing in this Agreement or in the Plan and acknowledges having received and read a copy of shall confer upon Participant any right to continue in the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees employment or service of the Employer, the Company or any Affiliate throughout Subsidiary or be interpreted as forming an employment or services contract with the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind Employer, the Company or any Affiliate except as set forth in Subsidiary and shall not interfere with or restrict any way the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting ability of the RSUs shall not become a part of any employment contract (either with the Employer or Employer, the Company or any AffiliateSubsidiary, as applicable, to terminate Participant's employment or service relationship, if any;
(d) and shall not all decisions with respect to future grants of Performance Restricted Stock Units or other grants, if any, will be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, at 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 accepts that should any or all sole discretion of the assumptions be mistaken or should any Company;
(e) Participant's participation in the Plan is voluntary; and
(f) in the event of the conditions not be met for any reason, then the grant termination of the RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates 's Continuous Service (as defined above) (for any reason whatsoever, whether or not later to be found invalid or in breach of employment laws in the RSUs will cease jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), unless otherwise determined by the Company, Participant's right to vest immediately effective on in the Performance Restricted Stock Units under the Plan, if any, will terminate as of the date Participant is no longer actively rendering services and will not be extended by any notice period (e.g., Participant's period of termination service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s service or employment. This will 's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer providing Continuous Service for purposes of this Agreement, including whether Participant may still be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good causeproviding active service while on a leave of absence.
(g) if Participant is providing services outside the United States, the following additional provisions shall apply:
(1) Performance Restricted Stock Units and the Shares subject to Performance Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(2) Performance Restricted Stock Units and the Shares subject to Performance Restricted Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation;
(3) Performance Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Company or to the Employer, and Performance Restricted Stock Units are outside of the scope of Participant's employment agreement, if any;
(4) no claim or entitlement to compensation or damages shall arise from forfeiture of Performance Restricted Stock Units resulting from termination of Participant's Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and in consideration of the grant of Performance Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(b5) is dismissed neither the Company, the Employer nor any Subsidiary of the Company shall be liable for disciplinary any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of Performance Restricted Stock Units or objective reasons or of any amounts due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due Participant pursuant to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any settlement of the above reasons, Performance Restricted Stock Units or the Participant will automatically lose subsequent sale of any rights to the RSUs that were unvested on the date of terminationShares acquired upon settlement.
Appears in 1 contract
Samples: Performance Restricted Stock Unit Agreement (Nu Skin Enterprises Inc)
Nature of Grant. This provision supplements Section 9 10 of the Award Agreement: In By accepting the RSUsRestricted Stock Units, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs Restricted Stock Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Parent or Subsidiary, other than to the extent set forth in the Plan or this Award Agreement. Consequently, the Participant understands that the RSUs Restricted Stock Units are granted on the assumption and condition that such RSUs the Restricted Stock Units and any Ordinary Shares acquired upon at vesting of the RSUs shall Restricted Stock Units are not become a part of any employment or service contract (either with the Employer or the Company or any Affiliate) Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of or right to the RSUs Restricted Stock Units shall be null and void. Further, except as otherwise provided in the Plan and the Award Agreement, Participant understands that he or she will not be entitled to continue vesting of the RSUs is expressly conditioned on the in any Restricted Stock Units once Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentstatus as a Service Provider terminates. This will be the case, for example, even if in the event of a termination of Participant: (a) is considered ’s status of a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjusted or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal or objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service or employment due to a change of work locationbe without cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms 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. Participant will automatically lose any rights to acknowledges that Participant has read and specifically accepts the RSUs that were unvested on vesting and termination conditions in the date of terminationAward Agreement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Fortinet, Inc.)
Nature of Grant. This The following provision supplements Section 9 Sections 3 and 5 of the Agreement: In accepting For purposes of the RSUsOption, the Participant consents Employee’s employment relationship will be considered terminated as of the date the Employee is no longer actually employed or otherwise rendering services to participating the Non-Qualified Stock Option Agreement (2021) Company or, if different, the Subsidiary for which the Employee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws or otherwise rendering services or the terms of the Employee’s Employee Agreement or other service agreement, if any). Unless otherwise extended pursuant to the terms of the Agreement or by the Company, the Employee’s right to vest in the Plan Option, if any, will terminate as of such date, and acknowledges having received and read a copy the period (if any) during which the Employee may exercise the Option after termination of the PlanEmployee’s employment will commence on such date (the “Termination Date”). The Participant understands Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation specifically requires continued entitlement to vesting during a statutory notice period, the Employee’s right to vest in the Option, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the Company has unilaterally, gratuitously and discretionally decided to grant last day of the RSUs Employee’s minimum statutory notice period. In the event the date the Employee is no longer providing actual service cannot be reasonably determined under the Plan terms of this Agreement and/or the Program, the Committee or its delegate shall have the exclusive discretion to individuals who may be employees determine when the Employee is no longer actively providing services for purposes of the EmployerOption (including whether the Employee may still be considered to be providing services while on a leave of absence). Unless otherwise provided in the Agreement or by the Company, any portion of the Company or any Affiliate throughout the world. The decision is a limited decision Option that is entered into upon the express assumption not vested and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted exercisable on the assumption Termination Date shall terminate immediately and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. FurtherUnless the applicable employment standards legislation specifically requires, in the case of the Employee, the Employee will not earn or be entitled to any pro-rated vesting for that portion of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on time before the date of termination of the Participant’s service on which his or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or her employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) relationship is terminated from service or employment (as determined under this provision) nor will the Employee be entitled to any compensation for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationlost vesting.
Appears in 1 contract
Nature of Grant. This The following provision supplements Section 9 the “Nature of Grant” section of the Agreement: In accepting the RSUsgrant, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs make grants under the Plan to individuals who may be employees of the Company, the Employer, the Company or any Affiliate member of the Combined Group and its Affiliates throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company Company, the Employer, or any Affiliate except as set forth in member of the Plan or AgreementCombined Group and its Affiliates. Consequently, the Participant understands you understand that the RSUs are granted grant is made on the assumption and condition that such RSUs the grant and any Ordinary Shares acquired issued upon vesting settlement of the RSUs shall grant are not become a part of any employment contract (either with the Employer or the Company or any Affiliatemember of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose 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, the grant will be cancelled without entitlement to any Shares if you cease to be an eligible Employee for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when your status as an eligible Employee has terminated for purposes of the grant. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Management Incentive Plan Tied Restricted Share Unit Grant Agreement (Carnival PLC)
Nature of Grant. This The following provision supplements Section 9 10 of the Agreement: In Award Agreement (Nature of Grant): By accepting the RSUsAward, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The 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 Affiliate except of its Subsidiaries other than as expressly set forth in the Plan or and the Agreement. Consequently, the Participant understands you understand that the RSUs Units are granted on the assumption and condition that such RSUs the Units and any Ordinary Shares acquired shares of Common Stock issued upon vesting of the RSUs shall Units are not become a part of any employment contract (either with the Employer or the Company or any AffiliateSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose 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, the Units will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment has terminated for purposes of the Units. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs Units shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)
Nature of Grant. This provision supplements Section 9 the Acknowledgement of the AgreementNature of this Award section of the Award Agreement including this Appendix A: In accepting the RSUsthis Option, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand and agree that, as a condition of the grant of this Option, except as provided for in the Award Agreement, the termination 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 Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination 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. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs this Option under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the worldSubsidiary or Affiliate. 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 Affiliate except as its Subsidiaries or Affiliates on an ongoing basis other than to the extent set forth in the Plan or Award Agreement. Consequently, the Participant understands you understand that the RSUs are this Option is granted on the assumption and condition that such RSUs this Option and any Ordinary the Shares acquired issued upon vesting of the RSUs exercise shall not become a part of any employment or Service contract (either with the Company, the Employer or the Company any Subsidiary or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands you understand that the RSUs grant of this Option would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 any grant to you of the RSUs this Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Option Award Agreement (Burger King Worldwide, Inc.)
Nature of Grant. This provision The following section supplements Section 9 8(f) of the Agreement: In accepting the RSUsgrant of the Units, the Participant acknowledges that he or she consents to participating participation in the Plan and acknowledges having has received and read a copy of the Plan. The Participant understands that the Company Company, in its sole discretion, has unilaterally, unilaterally and gratuitously and discretionally decided to grant the RSUs Units under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate a 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 economically or otherwise bind the Company or any Affiliate a Subsidiary on an ongoing basis except as set forth to the extent provided in the Plan or and Agreement. Consequently, the Participant understands that the RSUs Units are granted on the assumption and condition that such RSUs the Units and any Ordinary the Shares acquired issued upon vesting of the RSUs settlement shall not become a part of any employment contract (either with the Employer or the Company or any Affiliatea Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs grant of the Units would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of the RSUs Units shall be null and void. FurtherThe Participant understands and agrees that, for purpose of the Agreement, the vesting Participant shall cease to be continuously employed as of the RSUs date the Participant is expressly conditioned on no longer actively providing services as explained in Section 6(e) of the Participant’s continuous serviceAgreement. Unless otherwise provided in the Agreement, such that if the Participant’s service or employment terminates for any reason whatsoeverParticipant is not continuously employed through the vesting period set forth in Section 2(a) of the Agreement, the RSUs unvested Units will cease be forfeited without entitlement to vest immediately effective on the date underlying Shares or to any amount of indemnification in the event of termination of the Participant’s service or employment. This will be the caseemployment by reason of, for examplebut not limited to, even if the Participant: (a) is considered resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with Cause, disciplinary dismissal adjudged or recognized to be without good causeCause, individual or collective 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 Sections 2 and 6 of the Agreement. The Participant understands that this grant would not be made but for the assumptions and conditions referred to above; (b) is dismissed for disciplinary thus, the Participant understands, acknowledges and freely accepts that should any or objective reasons all of the assumptions be mistaken or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for should any of the above reasonsconditions not be met for any reason, the Participant will automatically lose any rights to the RSUs that were unvested on the date of terminationthen this Unit award shall be null and void.
Appears in 1 contract
Samples: Global Performance Based Restricted Stock Unit Award Agreement (Moneygram International Inc)
Nature of Grant. This The following provision supplements Section 9 6 of the Subscription Agreement: In accepting the RSUs, the Participant consents to participating By enrolling in the Stock Purchase Plan, I consent to participation in the Stock Purchase Plan and acknowledges having acknowledge that I have received and read a copy of the Stock Purchase Plan. The Participant understands I understand that the Company has unilaterally, gratuitously gratuitously, and discretionally decided to grant offer participation in the RSUs under the Stock Purchase Plan to individuals who may be employees of the EmployerCompany, the Company a Parent or any Affiliate a 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 economically or otherwise bind the Company or any Affiliate except as set forth in the Plan Parent or AgreementSubsidiary on an ongoing basis. Consequently, I understand that 6728178-v3\GESDMS the Participant understands that offer of participation in the RSUs are granted Stock Purchase Plan is grant on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting the Purchase Rights or the shares of the RSUs Common Stock I purchase shall not become a part of any employment or service contract (either with the Employer or the Company or with any AffiliateParent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands I understand that the RSUs offer of participation in the Stock Purchase Plan would not be granted made to me but for the assumptions and conditions referred to above; thus, the Participant acknowledges I acknowledge and freely accepts 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 offer of participation in the grant of the RSUs Stock Purchase Plan shall be null and void. Further, my participation in the vesting of the RSUs Stock Purchase Plan is expressly conditioned on the Participant’s continuous my continued and active rendering of service, such that if the Participant’s service or employment my Continuous Employment terminates for any reason whatsoever, my participation in the RSUs will Stock Purchase Plan shall cease to vest immediately effective on the date of my termination of the Participant’s service or employmentContinuous Employment. This will be the case, for example, even if the Participant: (a1) is I am considered to be unfairly dismissed without good causecause (i.e., subject to a “despido improcedente”); (b2) is I am dismissed for disciplinary or objective reasons or due to a collective dismissal; (c3) terminates service or employment I terminate Continuous Employment due to a change of work location, duties or any other employment or contractual condition; (d4) terminates service or employment I terminate Continuous Employment due to the Company’s or any Affiliate’s a unilateral breach of contractcontract by the Company or any Parent or Subsidiary; or (e5) is terminated from service or employment my Continuous Employment terminates for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Employee Stock Purchase Agreement (Marvell Technology, Inc.)
Nature of Grant. This provision supplements Section 9 The following provisions supplement Paragraph 10 of the Subscription Agreement: In accepting By signing the RSUsSubscription Agreement, the Participant consents I consent to participating participation in the Stock Purchase Plan and acknowledges having acknowledge that I have received and read a copy of the Stock Purchase Plan. The Participant understands I understand that the Company has unilaterally, gratuitously and discretionally in its own discretion decided to grant offer the RSUs under opportunity to participate in the Stock Purchase Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout Employees in certain countries around the world. The decision This is a limited decision that is entered into upon the express assumption and condition that any grant such offer will not bind the Company or any Affiliate except Subsidiary, other than as set forth in the Plan or Subscription Agreement. Consequently, the Participant understands I understand that the RSUs are granted offer to participate in the Stock Purchase Plan is extended on the assumption and condition that such RSUs and my participation and/or any Ordinary Shares shares of Common Stock acquired upon vesting of under the RSUs shall Stock Purchase Plan are not become a part of any employment contract (either with the Employer or Employer, the Company Company, or any AffiliateSubsidiary) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) ), or any other right whatsoever. Furthermore, I understand that I shall not be entitled to continue participating in the Stock Purchase Plan once my status as an Employee terminates for any reason, including, without limitation, retirement, death, or a termination that is deemed to be an “unfair dismissal” or “constructive dismissal,” as set forth in Section 10(b) of the Stock Purchase Plan. In addition, the Participant understands I understand that the RSUs offer to participate in the Stock Purchase Plan would not be granted have been made to me but for the assumptions and conditions referred to above; thus, the Participant acknowledges I acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken mistaken, or should any of the conditions not be met met, for any reason, then any offer or right to participate in the grant of the RSUs Stock Purchase Plan shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Employee Stock Purchase Agreement (Trimble Navigation LTD /Ca/)
Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the RSUsAward, the Participant consents acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to participating the extent permitted by the Plan;
(b) all decisions with respect to future equity-based awards to the Participant, if any, will be at the sole discretion of the Company;
(c) the Participant’s participation in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any 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 except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) 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 accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; voluntary;
(d) terminates service or employment due the Award and any Shares acquired under the Plan, and the value of and income attributable to the Company’s same, are not intended to replace any pension rights or any Affiliate’s unilateral breach of contract; or compensation;
(e) the future value of the Shares underlying the Award is terminated unknown and cannot be predicted;
(f) unless otherwise provided in the Plan, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock;
(g) no claim or entitlement to compensation or damages shall arise from service or employment for any other reason whatsoever. Consequently, upon forfeiture of the Award resulting from the Participant’s termination of service or employment (for any reason whatsoever whether or not later found to be invalid or in breach of laws in the jurisdiction where the Participant is providing services or the terms of his or her service agreement, if any); and
(h) if the Participant is providing services outside of the above reasonsU.S., neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to the Participant will automatically lose any rights pursuant to the RSUs that were unvested on vesting of the date Award or the subsequent sale of terminationany Shares acquired upon vesting.
Appears in 1 contract
Nature of Grant. This The following provision supplements Section 9 of the Agreement: In accepting the RSUsgrant of the Option, the Participant consents to participating participation in the Plan and acknowledges having that he or she has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs stock options under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate its Subsidiaries throughout the world. The 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 Affiliate except as set forth in of its Subsidiaries over and above the Plan or Agreementspecific terms of the Plan. Consequently, the Participant understands that the RSUs are Option is granted on the assumption and condition that such RSUs the Option and any Ordinary Shares acquired upon vesting exercise of the RSUs shall Option are not become a part of any employment contract (either with the Employer or the Company or any AffiliateSubsidiary of the Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Option will be cancelled without entitlement to any Shares if Participant ceases to be a Service Provider for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Administrator shall have the exclusive discretion to determine the date when Participant’s status as a Service Provider has terminated for purposes of the Option. In addition, the Participant understands that the RSUs this grant would not be granted made to Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the grant of the RSUs Option shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Nature of Grant. This The following provision supplements Section 9 the “Nature of Grant” section of the Agreement: In accepting the RSUsAward, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs Awards under the Plan to individuals who may be employees of the Company, the Employer, the Company or any Affiliate member of the Combined Group and its Affiliates throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company Company, the Employer, or any Affiliate except as set forth in member of the Plan or AgreementCombined Group and its Affiliates. Consequently, the Participant understands you understand that the RSUs are Award is granted on the assumption and condition that such RSUs the Award and any Ordinary Shares acquired issued upon vesting settlement of the RSUs shall Award are not become a part of any employment contract (either with the Employer or the Company or any Affiliatemember of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose 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, the Award will be cancelled without entitlement to any Shares if you cease to be an eligible Participant for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 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. 1382/1985. The Committee, in its sole discretion, shall determine the date when your status as an eligible Participant has terminated for purposes of the Award. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs Award shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Executive Time Based Restricted Share Unit Agreement (Carnival PLC)
Nature of Grant. This The following provision supplements Section 9 the “Nature of Grant” section of the Agreement: In accepting the RSUsgrant, the Participant consents you consent to participating participation in the Plan and acknowledges having acknowledge that you have received and read a copy of the Plan. The Participant understands You understand that the Company has unilaterally, gratuitously and discretionally in its sole discretion decided to grant the RSUs make grants under the Plan to individuals who may be employees of the Company, the Employer, the Company or any Affiliate member of the Combined Group and its Affiliates throughout the world. The This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company Company, the Employer, or any Affiliate except as set forth in member of the Plan or AgreementCombined Group and its Affiliates. Consequently, the Participant understands you understand that the RSUs are granted grant is made on the assumption and condition that such RSUs the grant and any Ordinary Shares acquired issued upon vesting settlement of the RSUs shall grant are not become a part of any employment contract (either with the Employer or the Company or any Affiliatemember of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purpose 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, the grant will be cancelled without entitlement to any Shares if you cease to be an eligible Employee for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when your status as an eligible Employee has terminated for purposes of the grant. In addition, the Participant understands you understand that the RSUs this grant would not be granted made to you but for the assumptions and conditions referred to above; thus, the Participant acknowledges you acknowledge and freely accepts 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Management Incentive Plan Tied Restricted Share Unit Agreement (Carnival PLC)
Nature of Grant. This provision section supplements Section 9 1 of the Agreementthis Exhibit B: In By accepting the RSUs, the Participant consents to participating participate in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that, as a condition of the grant of the RSUs, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and all RSUs that have not vested as of the date of termination. In particular, the Participant understands and agrees that any unvested RSUs will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination 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. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, Company or subsidiary of the Company or any 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 Affiliate except subsidiary of the Company on an ongoing basis (other than as set forth in this Agreement and the Plan or AgreementPlan). Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such the RSUs and any Ordinary the related Shares acquired upon vesting of the RSUs shall not become a part of any employment or contract (either with the Employer or the Company or any Affiliatesubsidiary of the Company) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the grant of the RSUs would not be granted made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that 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 RSUs shall be null and void. Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cerence Inc.)
Nature of Grant. This provision supplements Section 9 12 of the Award Agreement: In By accepting the RSUsPSUs, the Participant consents to participating participation in the Plan and acknowledges having that Participant has received and read a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously gratuitously, and discretionally in its sole discretion decided to grant the RSUs PSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate 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 Affiliate except as Parent or Subsidiary, other than to the extent set forth in the Plan or AgreementPlan. Consequently, the Participant understands that the RSUs PSUs are granted on the assumption and condition that such RSUs the PSUs and any Ordinary Shares acquired upon at vesting of the RSUs shall PSUs are not become a part of any employment or service contract (either with the Employer or the Company or any Affiliate) Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) ), or any other right whatsoever. In addition, the Participant understands that the RSUs this grant would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the any grant of or right to the RSUs PSUs shall be null and void. Further, except as otherwise provided in the Plan and the Award Agreement, Participant understands that he or she will not be entitled to continue vesting of the RSUs is expressly conditioned on the in any PSUs once Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employmentstatus as a Service Provider terminates. This will be the case, for example, even if in the event of a termination of Participant: (a) is considered ’s status of a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be unfairly dismissed with cause, disciplinary dismissal adjusted or recognized to be without good cause; (b) is dismissed for disciplinary , individual or collective dismissal or objective reasons grounds, whether adjudged or due recognized to a collective dismissal; (c) terminates service or employment due to a change of work locationbe without cause, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any material modification of the above reasonsterms 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. Participant will automatically lose any rights to acknowledges that Participant has read and specifically accepts the RSUs that were unvested on vesting and termination conditions in the date of terminationAward Agreement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Fortinet Inc)