Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that: (a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan; (b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation; (d) Participant is voluntarily participating in the Plan; (e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer; (g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause; (h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate; (i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement; (k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and (l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 19 contracts
Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 8 contracts
Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)
Nature of Grant. In accepting the Restricted Stock Unitsgrant, the Participant acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsUnits grants, if any, will be at the sole discretion of the CorporationCompany;
(d) the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time;
(e) the Participant is voluntarily participating in the Plan;
(ef) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Shares subject to the Restricted Stock Units, and the income and value of same, (i) Units are an extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Corporation Company or the Affiliate that employs Participant (the “Employer”), and which is are outside the scope of the Participant’s employment contract, if any, ;
(iig) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation, ;
(h) the Restricted Stock Units and (iii) the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(fi) the grant of the Restricted Stock Unit award Units and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation Company or any Affiliate, nor does it amend any legal relationship Subsidiary or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(ij) the future value of the underlying shares of Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting forfeiture of the Restricted Stock Units resulting from termination of the Participant’s termination of Service by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and and, in consideration of the grant of the Restricted Stock Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or the Employer, waives the ability, if any, to bring any such claim and releases the Corporation Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim that may arise; andis allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the CorporationCompany; and
(m) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar or the Swiss Franc, as applicable, that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
Appears in 7 contracts
Samples: Restricted Stock Unit Agreement, Performance Share Unit Agreement, Restricted Stock Unit Agreement (Logitech International Sa)
Nature of Grant. In By accepting the Restricted Stock Units, Participant acknowledges acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(cb) all decisions with respect to future Restricted Stock Unit awardsrestricted stock unit or other grants, if any, will be at the sole discretion of the CorporationCompany;
(dc) Participant is voluntarily participating in the Plan;
(ed) the Restricted Stock Units and any shares of Stock that may be received in settlement of Shares subject to the Restricted Stock Units, and the income from and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(he) unless otherwise agreed with the CorporationCompany, the Restricted Stock Units and the shares of Stock underlying Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliatea Subsidiary;
(if) the Restricted Stock Units and any Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitation to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments;
(g) the future value of the Shares underlying shares of the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any);
(i) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(j) neither the CorporationCompany, the Employer Service Recipient nor any Affiliate other Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of Shares subject to the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 6 contracts
Samples: Global Performance Vested Restricted Stock Unit Award Agreement (Amkor Technology, Inc.), Global Performance Vested Restricted Stock Unit Award Agreement (Amkor Technology, Inc.), Global Time Vested Restricted Stock Unit Award Agreement (Amkor Technology, Inc.)
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
: (a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted repeatedly in the past;
; (cb) all decisions with respect to future awards of Restricted Stock Unit awardsUnits, if any, will be at the sole discretion of the Corporation;
Company; (d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(ic) the future value of the underlying shares of Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(kd) in consideration of the grant award of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of Shares received when the Restricted Stock Units are earned resulting from the Participant’s termination of Service employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor employment laws) ), and Participant irrevocably releases the Corporation and Company and/or the Employer Affiliate from any such claim that may arise; and
(le) in the event of involuntary termination of Participant’s employment (whether or not in breach of local employment laws), Participant’s right to receive Restricted Stock Units and vesting under the benefits evidenced Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by this Agreement do 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 Restricted Stock Units; (f) the Company is not create providing any entitlement not otherwise specifically provided for tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares; and (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 provided by before taking any action related to the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the CorporationPlan.
Appears in 6 contracts
Samples: Restricted Stock Unit Agreement (Casella Waste Systems Inc), Restricted Share Unit Agreement (Casella Waste Systems Inc), Restricted Stock Unit Agreement (Casella Waste Systems Inc)
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment or non-employee director contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 5 contracts
Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.), Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation Company and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.), Restricted Stock Unit Award Agreement (CBOE Holdings, Inc.)
Nature of Grant. In accepting the Restricted Stock Units, the Participant acknowledges that:
: (a) the Plan is established voluntarily by the CorporationCompany, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
; (b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted repeatedly in the past;
; (c) all decisions with respect to future awards of Restricted Stock Unit awardsUnits, if any, will be at the sole discretion of the Corporation;
Company; (d) Participant is voluntarily participating the Participant's participation in the Plan;
Plan is voluntary; (e) the Restricted Stock Units and any shares of Stock are extraordinary items that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does do not constitute regular compensation of any kind for services of any kind rendered to the Corporation Company or the Affiliate that employs Participant (the “Employer”)any Subsidiary, and which is that are outside the scope of the Participant’s 's employment contract, if any, ; (iif) Restricted Stock Units and the Shares subject to Restricted Stock Units are not intended to replace any pension rights or compensation; (g) unless provided for elsewhere, Restricted Stock Units and (iii) the Shares subject to Restricted Stock Units are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (fh) the award of Restricted Stock Unit award will Units and the Participant's participation in the Plan shall not be interpreted to form an employment contract or relationship with the Corporation Company or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
Subsidiary; (i) the future value of the underlying shares of Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant award of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting forfeiture of the Restricted Stock Units resulting from Participant’s termination of Service employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) ), and the Participant irrevocably releases the Corporation and Company and/or the Employer Subsidiary from any such claim that may arise; and
if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (lk) except as otherwise provided for in this Award Agreement or the Plan, in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive Restricted Stock Units and vest under the benefits evidenced Plan, if any, will terminate effective as of the date that the Participant's Service is terminated and will not be extended by this Agreement do any notice period mandated under local law (e.g., active employment would not create any entitlement not otherwise specifically provided for in include a period of "garden leave" or similar period pursuant to local law), and the Plan or provided by the Corporation in its discretion, to Company shall have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting determine when the shares Participant is no longer actively employed for purposes of the Corporationthis Award Agreement.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Territorial Bancorp Inc.), Restricted Stock Unit Award Agreement (Territorial Bancorp Inc.)
Nature of Grant. In accepting the Restricted Stock Unitsgrant, Participant acknowledges acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Performance Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Performance Units, or benefits in lieu of Restricted Stock Performance Units, even if Restricted Stock Performance Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsPerformance Units or other grants, if any, will be at the sole discretion of the CorporationCompany;
(d) the grant of the Performance Units and Participant’s participation in the Plan shall not create a right to employment, other service relationship, or be interpreted as forming or amending an employment or service contract with the Company, the Service Recipient or any other Affiliate, Parent or Subsidiary, and shall not interfere with the ability of the Company, the Service Recipient or any other Affiliate, Parent or Subsidiary, as applicable, to terminate Participant’s employment or other service relationship, if any;
(e) Participant is voluntarily participating in the Plan;
(ef) the Restricted Stock Performance Units and any shares of Stock that may be received in settlement of the Restricted Stock Shares subject to the Performance Units, and the income from and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Performance Units and the Shares subject to the Performance Units, and (iii) the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited toincluding without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday pay, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed in writing with the CorporationCompany, the Restricted Stock Performance Units and the shares of Stock underlying Shares subject to the Restricted Stock Performance Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate, Parent or Subsidiary;
(i) the future value of the underlying shares of Stock Shares is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Units or any underlying Shares resulting from (i) the application of any compensation recovery or clawback policy adopted by the Company or required by law, or (ii) the termination of Participant’s Continuous Service Status (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 providing services or the terms of Participant’s employment or service agreement, if any);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(l) neither the CorporationCompany nor the Service Recipient or any other Affiliate, the Employer nor any Affiliate Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Performance Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Performance Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock Shares acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 2 contracts
Samples: Performance Unit Agreement (Elastic N.V.), Performance Unit Agreement (Elastic N.V.)
Nature of Grant. In By accepting the grant of the Restricted Stock Units, Participant acknowledges the Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsUnits or other grants, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating the grant of Restricted Stock Units and Employee’s participation in the PlanPlan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate Employee’s employment or service relationship (if any);
(e) Employee’s participation in the Plan is voluntary;
(f) the Restricted Stock Units and any shares of the Stock that may be received in settlement of underlying the Restricted Stock Units, and the income and value of the same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and (iii) the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, including but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Stock Units resulting from Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any);
(j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Employee is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may still be considered to be providing services while on an approved leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this 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;
(l) unless otherwise agreed with the Company, the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, services Employee may provide as a director of a Subsidiary; and
(m) neither the CorporationCompany, the Employer nor any Affiliate Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant Employee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Kbr, Inc.), Restricted Stock Unit Agreement (Kbr, Inc.)
Nature of Grant. In accepting the Restricted Stock Unitsgrant of the Award, the Participant acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation Company at any time, ; to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units Award is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units or other awards, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit restricted stock units or other awards, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating the Award and the Participant’s participation in the PlanPlan shall not create a right to employment or be interpreted as forming an employment or service relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment or service relationship, if any;
(e) the Participant’s participation in the Plan is voluntary;
(f) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Shares subject to the Restricted Stock Units, and the income from and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and (iii) the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, Company. the Restricted Stock Units and the shares of Stock underlying Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of an Affiliatea Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s Active Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any);
(l) for purposes of the Restricted Stock Units, the Participant’s Active Status will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any), and unless otherwise provided in this Agreement or the Plan, the Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any); the Committee shall have the exclusive discretion to determine when the Participant’s Active Status for purposes of the Award is terminated (including whether the Participant may still be considered to be providing services while on a leave of absence);
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(n) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and
(2) neither the CorporationCompany, the Employer nor any Affiliate other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock Shares acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. In accepting the Restricted Stock Unitsgrant, Participant acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature nature, it shall not constitute or be interpreted to constitute part of the terms and conditions of Participant’s employment or service and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award Company (which may or may not be Participant’s Employer) is granting the Restricted Stock Units;
(c) the grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(cd) all decisions with respect to future Restricted Stock Unit awardsUnits or other grants, if any, will be at the sole discretion of the CorporationCompany; Participant further agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award Agreement;
(de) it is Participant’s responsibility to notify the Company upon any change in the residence address indicated above according to the policies and procedures in place at the time of such change;
(f) the Restricted Stock Unit grant and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service relationship or contract with the Company, the Employer or any Subsidiary or affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any Subsidiary or affiliate of the Company, as applicable, to terminate Participant’s status as a Service Provider;
(g) Participant is voluntarily participating in the Plan;
(eh) Participant has received of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and is familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock Units subject to all of the terms and provisions thereof; Participant has reviewed the Plan (including any applicable appendixes or sub-plans thereunder) and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Restricted Stock Units;
(i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any shares of pension rights or compensation;
(j) the Restricted Stock that may be received in settlement of Units and the Shares subject to the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday payvacation, bonuses, long-service awards, leave-related paymentsindemnification, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(ik) the future value of the underlying shares of Stock Shares is unknown, indeterminable and cannot be predicted with certainty;
(jl) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or providing services or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or affiliates or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, 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;
(m) benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments; unless otherwise required by Applicable Laws, the benefits and rights provided under the Plan are not to be considered part of Participant’s salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind; Participant waives any and all rights to compensation or damages as a result of the termination of employment or other service relationship with the Company or any Subsidiary or other affiliate for any reason whatsoever insofar as those rights result or may result from:
i. the loss or diminution in value of such rights under the Plan; or
ii. Participant ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination;
(n) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or providing services or the terms of Participant’s employment or service agreement, if any) and unless otherwise expressly provided in this Award Agreement or determined by the Company, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s status as a Service Provider 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 providing services or the terms of Participant’s employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Award (including whether Participant may still be considered to be providing services while on a leave of absence);
(o) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company;
(p) the laws of the country in which Participant is resident or a Service Provider at the time of grant of the Restricted Stock Units, vesting thereof or the subsequent sale of Shares acquired pursuant to the Plan and this Award Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may subject the Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to ownership or sale of such Restricted Stock Units and/or Shares;
(q) Neither the Company, Participant’s employer, or any Parent or Subsidiary has provided Participant, and shall not provide Participant with any tax, legal or financial advice with respect to the Restricted Stock Units, the Shares, this Agreement or the Plan. Neither the Company, Participant’s employer, or any Parent or Subsidiary are making nor have they made any recommendations relating to Participant’s participation in the Plan or the acquisition or sale of the Shares;
(r) it is Participant’s responsibility to, and Participant shall, comply with any and all exchange control requirements applicable to the Restricted Stock Units and the sale of Shares acquired in connection therewith and any resulting funds including, without limitation, reporting or repatriation requirements;
(s) neither the CorporationCompany, any of its Parents or Subsidiaries are responsible for Participant’s legal compliance requirements relating to the Restricted Stock Units or the ownership and possible sale of the Shares, including, but not limited to, tax reporting, the exchange of Participant’s local currency into or from U.S. dollars, the transfer of funds to or from the U.S., and the opening and use of a U.S. brokerage account;
(t) the offer of the Restricted Stock Units has been made by the Company to him or her personally in connection with Participant’s existing relationship with the Company or one or more of its subsidiaries or affiliates, and further, that the Restricted Stock Units, the Shares and the related offer thereof are not subject to regulation by any securities regulator outside of the United States;
(u) additional information regarding the Company, the Shares, and the risks related to an investment therein in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”), copies of which are available free of charge on the Investor Relations page of the Company’s website (and also on the SEC’s webpage (wxx.xxx.xxx); and
(v) neither the Company, the Employer nor any Affiliate Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock Shares acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Fluidigm Corp)
Nature of Grant. In accepting the Restricted Stock Units, Participant understands, acknowledges and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsrestricted stock unit grants, if any, will be at the sole discretion of the CorporationCompany;
(d) the grant of the Stock Units and Participant’s participation in the Plan do not create a right to employment and shall not be interpreted as forming or amending an employment or services contract with the Company, the Employer or any other Parent or Subsidiary and shall not interfere with the ability of the Employer to terminate Participant’s employment or other service relationship (if any);
(e) Participant is voluntarily participating in the Plan;
(ef) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Shares subject to the Stock Units, and the income from and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Stock Units and the Shares subject to the Stock Units, and (iii) the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement retirement, or welfare benefits or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed in writing with the CorporationCompany, the Restricted Stock Units and the shares of Stock underlying Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the any service Participant may provide as a director of an Affiliateany Parent or Subsidiary;
(i) the future value of the underlying shares of Stock Shares is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from (i) the application of any recoupment or recovery policy adopted by the Company or otherwise required by law, or (ii) termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of local labor laws in the jurisdiction where Participant is employed or otherwise providing services or the terms of his or her employment or other service contract, if any);
(k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan; Participant should consult with his or her own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
(l) the Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and
(m) neither the CorporationCompany, the Employer nor any Affiliate other Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency (if not the United States dollar) and the United States Dollar dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of Shares acquired under the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the CorporationPlan.
Appears in 1 contract
Samples: Stock Unit Agreement (Marvell Technology Group LTD)
Nature of Grant. In By accepting the Restricted Stock UnitsRSUs, Participant acknowledges acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature and it may be modified, amended, suspended altered or terminated discontinued by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units RSUs is exceptional, discretionaryvoluntary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsrestricted stock unit grants, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units RSUs and any shares of Stock that may be received in settlement of the Restricted Stock UnitsShares subject to the RSUs, and the income from and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(f) the RSUs and the Shares subject to the RSUs, and (iii) the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related paymentsholiday pay, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the CorporationCompany, the Restricted Stock Units RSUs and the shares of Stock underlying Shares subject to the Restricted Stock UnitsRSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service services Participant may provide as a director of an Affiliate;
(h) the RSU grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer, or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any);
(i) the future value of the underlying shares of Stock Shares is unknown, indeterminable and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from Participant ceasing to provide employment or other services to the Company, the Employer, or any Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) or from cancellation of the RSUs or recoupment resulting from the RSUs as described in Section 4 of the Restricted Stock Unit Award Agreement;
(k) in the event of termination of Participant’s employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), Participant’s right to receive or vest in the RSUs under the Plan, if any, will terminate effective as of the date that Participant is no longer actively providing services, or will be measured with reference to such date in the case of a Group Termination Event, Involuntary Loss of Job or Retirement, and will not be extended by any notice period (e.g., active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this RSU grant (including whether Participant may still be considered to be providing services while on an approved leave of absence);
(l) unless otherwise provided in the Plan or by the Company, in its discretion, the RSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(m) neither the CorporationCompany, nor the Employer nor any Affiliate shall will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units RSUs or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units RSUs or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock Shares acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Award Agreement (Trane Technologies PLC)
Nature of Grant. In accepting the Restricted Stock UnitsHolder acknowledges, Participant acknowledges understands and agrees that:
(aA) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units hereunder is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrights to equity or other right, or benefits in lieu of Restricted Stock Unitsrights under this Agreement, even if Restricted Stock Units have equity has been granted repeatedly in the past;
(ci) all decisions with respect to future Restricted Stock Unit awardsrights to equity in the Company, if any, will be at the sole discretion of the CorporationCompany;
(dii) Participant is voluntarily participating the value of the Units are not part of or included in any calculation of severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the PlanCompany or any Affiliate;
(eiii) the Restricted Stock Units and Holder’s right to the Units hereunder will not be interpreted to form an employment or service contract or relationship with the Company or any shares of Stock that may be received in settlement Affiliate;
(iv) the future value of the Restricted Stock UnitsUnits is unknown and cannot be predicted with certainty; and
(v) if Holder resides outside the U.S., and the income and value of same, following additional provisions shall apply:
(iB) the Units are an not intended to replace any pension rights or compensation;
(C) the Units are extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Corporation Company or the Affiliate that employs Participant (the “Employer”)any employing Affiliate, and which is are outside the scope of ParticipantHolder’s employment or service contract, if any, ;
(iiD) are not intended to replace any pension rights or compensation, and (iii) the Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
from the Company (f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant if applicable) and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted in no event should be considered as consideration compensation for, or relating in connection withany way to, past services for the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units Company or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the CorporationAffiliate.
Appears in 1 contract
Nature of Grant. In accepting this grant, you acknowledge, understand and agree that, except as provided in the Restricted Stock Units, Participant acknowledges thatChange in Control Agreement:
(a) the 2023 Plan is established voluntarily by the CorporationCompany, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation Company at any time, to unless expressly provided otherwise in the extent permitted by 2023 Plan or the PlanAgreement;
(b) the award grant of the Restricted Performance Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Performance Stock Units, or benefits in lieu of Restricted Performance Stock Units, even if Restricted Performance Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted grants of Performance Stock Unit awardsUnits, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating your participation in the Plan2023 Plan is voluntary;
(e) your participation in the Restricted 2023 Plan will not create a right to employment with the Company or the Employer and will not interfere with the ability of the Company, the Employer or any subsidiary or Affiliate to terminate your employment or service relationship at any time;
(f) if you are employed by a non-U.S. entity and provide services outside the U.S., the Performance Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “your Employer”), and which is they are outside the scope of Participant’s your employment or service contract, if any, with your Employer;
(iig) are the grant of the Performance Stock Units is not intended to replace any pension rights or compensation, and ;
(iiih) are the grant of the Performance Stock Units is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(fi) the Restricted grant of the Performance Stock Unit award Units and your participation in the 2023 Plan will not be interpreted to form an employment or service contract or relationship with the Corporation Company, the Employer or any Affiliate, nor does it amend any legal relationship subsidiary or legal entitlement between Participant and Affiliate of the EmployerCompany;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(ij) the future value of the underlying shares of Performance Stock Units is unknown, indeterminable unknown and cannot be predicted with certainty;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from termination of your employment or service relationship by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and, in consideration of the grant of the Performance Stock Units, to which you otherwise are not entitled, you irrevocably agree, if applicable, to execute the Release, as defined in the Change in Control Agreement;
(l) the grant of the Performance Stock Units and the benefits under the 2023 Plan, if any, will not automatically transfer to another company in the case of a merger, takeover, or transfer of liability;
(m) neither the CorporationCompany, the Employer nor any subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s your local currency and the United States Dollar that may affect the value of the Restricted Performance Stock Units or of any amounts payments due to Participant you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock Shares acquired upon the vesting of the Restricted Performance Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may ariseUnits; and
(ln) this award and any other award(s) granted under the Restricted Stock Units 2023 Plan on the Grant Date are intended to fulfill any and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan all agreements, obligations or provided promises, whether legally binding or not, previously made by the Corporation in its discretion, Company or another Employer under the 2023 Plan to have grant you the Restricted Performance Stock Units or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in full satisfaction of any such benefits transferred toagreement, obligation or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationpromise.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Wolfspeed, Inc.)
Nature of Grant. In accepting the Restricted Stock Unitsgrant of the Award, the Participant acknowledges acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units Award is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units or other awards, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit restricted stock units or other awards, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating the Award and the Participant’s participation in the PlanPlan shall not create a right to employment or be interpreted as forming an employment or service relationship with the Company, the Employer or any other Subsidiary or affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or affiliate of the Company, as applicable, to terminate the Participant’s employment or service relationship, if any;
(e) the Participant’s participation in the Plan is voluntary;
(f) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Shares subject to the Restricted Stock Units, and the income from and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and (iii) the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the CorporationCompany, the Restricted Stock Units and the shares of Stock underlying Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of an Affiliatea Subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Shares subject to the Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(j) after termination of the Participant’s Active Status, the Participant is no longer eligible to receive any new restricted stock units under the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s Active Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any);
(l) for purposes of the Restricted Stock Units, the Participant’s Active Status will be considered terminated as of the date the Participant is no longer actively providing services to the Company or one of its Subsidiaries or affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any), and unless otherwise provided in this Agreement or the Plan, the Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service contract, if any); the Committee shall have the exclusive discretion to determine when the Participant’s Active Status for purposes of the Award is terminated (including whether the Participant may still be considered to be providing services while on a leave of absence);
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor 4 of 16 be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and
(n) the following provisions apply only if the Participant is providing services outside the United States:
(1) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and
(2) neither the CorporationCompany, the Employer nor any Affiliate other Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock Shares acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 1 contract
Samples: Global Restricted Stock Unit Grant Agreement (Starbucks Corp)
Nature of Grant. In accepting the Restricted Stock UnitsRSUs, Participant acknowledges that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to unless otherwise provided in the extent permitted by the PlanPlan and this Restricted Stock Unit Agreement;
(b) the award Award of the Restricted Stock Units RSUs is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants Awards of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock Units, RSUs even if Restricted Stock Units RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating Participant’s participation in the PlanPlan shall not create a right to further employment with Participant’s employer and shall not interfere with the ability of Participant’s employer to terminate Participant’s employment relationship at any time with or without cause;
(e) Participant’s participation in the Restricted Stock Units and any shares Plan is voluntary;
(f) the Award of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation Company or the Affiliate that employs Participant (the “Employer”)Participant’s employer, and which is outside the scope of Participant’s employment contract, if any, ;
(iig) are not intended to replace any pension rights or compensation, and (iii) are the Award of RSUs is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(fh) in the Restricted Stock Unit award event that Participant is not an employee of the Company, the RSU Award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant Company; and the Employer;
(g) this Agreementfurthermore, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and RSU Award will not interfere be interpreted to form an employment contract with Participant’s right employer or the right any Subsidiary or Affiliate of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an AffiliateCompany;
(i) the future value of the underlying shares of Stock Common Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock UnitsRSU Award, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units RSU Award or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of Common Shares received when the Restricted Stock Units RSUs become vested resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) ), and Participant irrevocably releases the Corporation Company and the Employer Participant’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this RSU Award, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue such claim;
(k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Common Shares; and
(l) the Restricted Stock Units Participant is hereby advised to consult with Participant’s own personal tax, legal and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for financial advisors regarding Participant’s participation in the Plan or provided by before taking any action related to the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the CorporationPlan.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Data Domain, Inc.)
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;the
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment or non-employee director contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)
Nature of Grant. In By accepting the grant of the Restricted Stock Units, Participant acknowledges the Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsUnits or other grants, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating the grant of Restricted Stock Units and Employee’s participation in the PlanPlan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate Employee’s employment or service relationship (if any);
(e) Employee’s participation in the Plan is voluntary;
(f) the Restricted Stock Units and any shares of the Stock that may be received in settlement of underlying the Restricted Stock Units, and the income and value of the same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and (iii) the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, including but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Stock Units or the recoupment of any shares of Stock or other benefits or payments acquired under the Plan resulting from (i) Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any) and/or (ii) the application of any recoupment or clawback policy or provision described in this Agreement (or otherwise required by the Company) or any recovery or clawback otherwise required by law; (j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Employee is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may still be considered to be providing services while on an approved leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this 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;
(l) unless otherwise agreed with the Company, the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, services Employee may provide as a director of a Subsidiary; and
(m) neither the CorporationCompany, the Employer nor any Affiliate Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant Employee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 1 contract
Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:
(a) the Plan is established voluntarily by the Corporation, is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) the award of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Restricted Stock Unit awards, if any, will be at the sole discretion of the Corporation;
(d) Participant is voluntarily participating in the Plan;
(e) the Restricted Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, and the income and value of same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation, and (iii) are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment nor non-employee director contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Cboe Global Markets, Inc.)
Nature of Grant. In By accepting the grant of the Restricted Stock Units, Participant acknowledges the Employee acknowledges, understands and agrees that:
(a) i. the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) ii. the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
(c) iii. all decisions with respect to future Restricted Stock Unit awardsUnits or other grants, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating iv. the grant of Restricted Stock Units and Employee’s participation in the PlanPlan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate Employee’s employment or service relationship (if any);
(e) v. Employee’s participation in the Plan is voluntary;
vi. the Restricted Stock Units and any shares of the Stock that may be received in settlement of underlying the Restricted Stock Units, and the income and value of the same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
vii. the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and (iii) the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, including but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) viii. the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(j) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no xx. xx claim or entitlement to compensation or damages shall arise from termination forfeiture of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever whatsoever, and whether or not later found to be invalid or in breach of local labor laws) employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any);
x. xx the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Employee is no longer actively providing services and Participant irrevocably releases will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the Corporation and jurisdiction where Employee is employed or the Employer from any such claim that terms of Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may arisestill be considered to be providing services while on an approved leave of absence); and
(l) xi.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 not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation.Company;
xii. unless otherwise agreed with the Company, the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, services Employee may provide as a director of a Subsidiary; and
Appears in 1 contract
Nature of Grant. In By accepting the grant of the Restricted Stock Units, Participant acknowledges the Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsUnits or other grants, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating the grant of Restricted Stock Units and Employee’s participation in the PlanPlan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate Employee’s employment or service relationship (if any);
(e) Employee’s participation in the Plan is voluntary;
(f) the Restricted Stock Units and any shares of the Stock that may be received in settlement of underlying the Restricted Stock Units, and the income and value of the same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and (iii) the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, including but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Stock Units resulting from Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any);
(j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Employee is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may still be considered to be providing services while on an approved leave of absence);
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this 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;
(l) unless otherwise agreed with the Company, the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, services Employee may provide as a director of a Subsidiary; and
(m) neither the CorporationCompany, the Employer nor any Affiliate Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s Employee's local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant Employee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units resulting from Participant’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporationsettlement.
Appears in 1 contract
Nature of Grant. In accepting the Restricted grant of Stock UnitsAwards, Participant the Employee acknowledges that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units Awards is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAwards, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c) , and all decisions with respect to future Restricted grants of Stock Unit awardsAwards or other Awards, if any, will be at the sole discretion of the CorporationCompany;
(c) all decisions with respect to future Stock Award grants, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating the Employee’s participation in the PlanPlan shall not create a right to further employment or other Service with the Employer and shall not interfere with the ability of the Employer to terminate his or her employment or other Service relationship at any time;
(e) Employee’s participation in the Restricted Plan is voluntary;
(f) the Stock Units and any shares of Stock that may be received in settlement of the Restricted Stock Units, Awards and the income and value of same, (i) Shares subject to the Stock Awards are an extraordinary item items that does do not constitute regular compensation of any kind for services of any kind rendered to the Corporation Company or the Affiliate that employs Participant (the “Employer”), and which is that are outside the scope of Participantthe Employee’s employment contract, if any, ;
(iig) the Stock Awards and the Shares subject to the Stock Awards are not intended to replace any pension rights or compensation, ;
(h) the Stock Awards and (iii) the Shares subject to the Stock Awards are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
(fi) the Restricted Stock Unit award Awards grant and the Employee’s participation in the Plan will not be interpreted to form an employment or other Service contract or relationship with the Corporation Company or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(ij) the future value of the Shares underlying shares of the Stock Awards is unknown, indeterminable unknown and cannot be predicted with certainty;
(jk) neither the CorporationCompany, the Employer nor any Affiliate shall be liable is responsible for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar (or the selection by the Company or an Affiliate in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units Awards (or the sale calculation of any shares of Stock Participant may acquire upon such settlementincome or Tax-Related Items thereunder);
(kl) in consideration of the grant of the Restricted Stock UnitsAwards, no claim or entitlement to compensation or damages shall arise from termination forfeiture of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Stock acquired upon vesting of the Restricted Stock Units Awards resulting from ParticipantEmployee’s termination of Service (for any reason whatsoever and whether or not in breach of local labor laws) and Participant the Employee irrevocably releases the Corporation and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and
(lm) the Restricted Stock Units Awards and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement not otherwise specifically provided for automatically transfer to another company in the Plan case of a merger, take-over or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares transfer of the Corporationliability.
Appears in 1 contract
Nature of Grant. In By accepting the grant of the Restricted Stock Units, Participant acknowledges the Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the CorporationCompany, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Corporation Company at any time, to the extent permitted by the Plan;
(b) the award grant of the Restricted Stock Units is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, Units even if Restricted Stock Units have been granted awarded in the past;
(c) all decisions with respect to future Restricted Stock Unit awardsUnits or other grants, if any, will be at the sole discretion of the CorporationCompany;
(d) Participant is voluntarily participating the grant of Restricted Stock Units and Employee’s participation in the PlanPlan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate Employee’s employment or service relationship (if any);
(e) Employee’s participation in the Plan is voluntary;
(f) the Restricted Stock Units and any shares of the Stock that may be received in settlement of underlying the Restricted Stock Units, and the income and value of the same, (i) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or the Affiliate that employs Participant (the “Employer”), and which is outside the scope of Participant’s employment contract, if any, (ii) are not intended to replace any pension rights or compensation;
(g) the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and (iii) the income and value of the same, are not part of normal or expected compensation or salary for any purpose, including, including but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments;
(f) the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation or any Affiliate, nor does it amend any legal relationship or legal entitlement between Participant and the Employer;
(g) this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant’s further employment for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Corporation or the Employer to terminate Participant’s employment relationship at any time with or without cause;
(h) unless otherwise agreed with the Corporation, the Restricted Stock Units and the shares of Stock underlying the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of an Affiliate;
(i) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty;
(ji) neither the Corporation, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of any shares of Stock Participant may acquire upon such settlement;
(k) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Stock Units or the recoupment of any shares of Stock or other benefits or payments acquired under the Plan resulting from (i) Employee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any) and/or (ii) the application of any recoupment or clawback policy or provision described in this Agreement (or otherwise required by the Company) or any recovery or clawback otherwise required by law;
(j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, Employee’s right to vest in the Restricted Stock Units or diminution in value under the Plan, if any, will terminate effective as of the Restricted Stock Units date that Employee is no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or shares any period of Stock acquired upon vesting “garden leave” or similar period mandated under employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Restricted Stock Units resulting from Participant’s termination Award (including whether Employee may still be considered to be providing services while on an approved leave of Service absence); (for any reason whatsoever and whether k) unless otherwise provided in the Plan or not by the Company in breach of local labor laws) and Participant irrevocably releases the Corporation and the Employer from any such claim that may arise; and
(l) its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Corporation in its discretion, to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company or nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the CorporationCompany; and
(l) unless otherwise agreed with the Company, the Restricted Stock Units and the Stock underlying the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, services Employee may provide as a director of a Subsidiary.
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