NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that: (a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Optionee’s participation in the Plan is voluntary; (d) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value; (e) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price; (f) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim; (g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and (h) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 5 contracts
Samples: Stock Option Agreement (Vontier Corp), Stock Option Agreement (Vontier Corp), Stock Option Agreement (Fortive Corp)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the Option is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(e) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(f) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;
(g) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(h) if the Shares do not increase in value, the Option will have no value;
(ei) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fj) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(gk) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hl) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 4 contracts
Samples: Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Danaher Corp /De/)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) the Optionee’s participation in the Plan is voluntary;
(de) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of the Optionee’s employment or service contract, if any;
(f) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(g) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation
(h) unless otherwise agreed with the Company, the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Optionee may provide as a director of any Subsidiary;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(j) if the Shares do not increase in value, the Option will have no value;
(ek) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fl) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of the Optionee’s employment or continuous service by with the Company or any Subsidiary (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and whether or not later found to be invalid) and in consideration of the grant of the OptionOptions, the Optionee irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the this Agreement, Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
(g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hm) Optionee is hereby advised to consult with neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s own personal tax, legal local currency and financial advisors regarding Optionee’s participation in the Plan before taking U.S. Dollar that may affect the value of the Option or of any action related amounts due to the PlanOptionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 4 contracts
Samples: Stock Option Agreement (Envista Holdings Corp), Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Envista Holdings Corp)
NATURE OF OPTION. In accepting the Option, Optionee the Participant acknowledges and agrees that:
(a) 6.1 the award Plan is established voluntarily by the Company; it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Option Agreement;
6.2 the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of options or other equity awardsOptions, even if options Options have been granted repeatedly in the past;
(b) 6.3 all decisions with respect to future equity awardsOption grants, if any, shall will be at the sole discretion of the Company;
(c) Optionee6.4 the Participant’s participation in the Plan is voluntaryshall not create a right to further employment with the Participating Company Group and shall not interfere with any ability of the Participating Company Group to terminate the Participant’s employment relationship at any time with or without cause;
(d) 6.5 the Participant is voluntarily participating in the Plan;
6.6 the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
6.7 in the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the other members of the Participating Company Group;
6.8 the future value of the underlying Shares shares is unknown and cannot be predicted with certainty, and ;
6.9 if the Shares underlying shares do not increase in value, the Option will have no value;
(e) 6.10 if Optionee the Participant exercises the Option and obtains Sharesshares, the value of the Shares obtained those shares acquired upon exercise may increase or decrease in value, even below the Exercise Price;Option price; and
(f) 6.11 in consideration of the award grant of the Option, no claim or entitlement to compensation or damages shall arise arises from termination of the Option or diminution in value of the Option, Option or Shares shares purchased through the exercise of the Option, Option resulting from termination of Optioneethe Participant’s continuous service by Service with the Participating Company or any Subsidiary Group (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Option, Optionee Participant irrevocably releases the Participating Company and any Subsidiary Group from any such claim that may arise; if. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, arisen then, by signing/electronically accepting the signing this Option Agreement, Optionee the Participant shall be deemed irrevocably to have waived Optionee’s his or her entitlement to pursue or seek remedy for any such a claim;
(g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(h) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 4 contracts
Samples: Nonstatutory Stock Option Agreement (Adobe Systems Inc), Nonstatutory Stock Option Agreement (Adobe Systems Inc), Nonstatutory Stock Option Agreement (Adobe Systems Inc)
NATURE OF OPTION. The following provision supplements Section 6 of the Agreement: In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(e) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(f) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim Participant acknowledges that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction he or she consents to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale and has received a copy of the underlying Shares; and
Plan. Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Options will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, Participant understands that the Option is granted on the assumption and condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment contract (heither with the Company or any of its Subsidiaries) Optionee is hereby advised to consult with Optionee’s own personal taxand shall not be considered a mandatory benefit, legal or salary for any purposes (including severance compensation) or any other right whatsoever. Further, Participant understands and financial advisors regarding Optionee’s participation agrees that, unless otherwise expressly provided for by the Company or set forth in the Plan before taking Agreement, the Option will be cancelled without entitlement to any action related Shares if Participant’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), material modification of the Planterms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when Participant’s employment has terminated for purposes of the Option. Participant understands that this Option grant would not be made to Participant but for the assumptions and conditions referred to above; thus, Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the Option shall be null and void.
Appears in 3 contracts
Samples: Global Employee Nonqualified Stock Option Agreement (BIO-TECHNE Corp), Global Employee Nonqualified Stock Option Agreement (BIO-TECHNE Corp), Global Employee Nonqualified Stock Option Agreement (BIO-TECHNE Corp)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(e) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(f) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(h) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 3 contracts
Samples: Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Danaher Corp /De/)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) the Optionee’s participation in the Plan is voluntary;
(de) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation;
(f) the future value of the underlying Shares is unknown unknown, undeterminable and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(eg) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fh) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or recoupment of any Shares acquired under the Plan, or Shares purchased through the exercise of the Option, resulting from (i) termination of the Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed applicable jurisdiction) and / or (ii) the terms application of Optionee’s employment agreementany recoupment policy or any recovery or clawback policy otherwise required by law, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, the Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the this Agreement, Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
(gi) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(hj) the Optionee is hereby advised to should consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan; and
(k) neither the Company nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement (Veralto Corp), Stock Option Agreement (Veralto Corp)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) the Optionee’s participation in the Plan is voluntary;
(de) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of the Optionee’s employment or service contract, if any;
(f) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(g) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation;
(h) unless otherwise agreed with the Company in writing, the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Optionee may provide as a director of any Subsidiary;
(i) the future value of the underlying Shares is unknown unknown, undeterminable and cannot be predicted with certainty, and ;
(j) if the Shares do not increase in value, the Option will have no value;
(ek) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fl) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or recoupment of any Shares acquired under the Plan, or Shares purchased through the exercise of the Option, resulting from (i) termination of the Optionee’s employment or continuous service by with the Company or any Subsidiary (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and whether / or not later found to be invalid(ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the grant of the OptionOptions, the Optionee irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the this Agreement, Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
(g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hm) Optionee is hereby advised to consult with neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s own personal tax, legal local currency and financial advisors regarding Optionee’s participation in the Plan before taking U.S. Dollar that may affect the value of the Option or of any action related amounts due to the PlanOptionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement (Veralto Corp), Stock Option Agreement (Veralto Corp)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awardsoption grants, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the Option is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(e) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(f) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;
(g) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(h) if the Shares do not increase in value, the Option will have no value;
(ei) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fj) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(gk) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hl) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 2 contracts
Samples: Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Danaher Corp /De/)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(e) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(f) unless otherwise agreed with the Company, the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Subsidiary;
(g) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;
(h) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(i) if the Shares do not increase in value, the Option will have no value;
(ej) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fk) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(gl) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hm) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 2 contracts
Samples: Stock Option Agreement (Fortive Corp), Stock Option Agreement (Danaher Corp /De/)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, options or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) Optionee’s participation in the Plan is voluntary;
(de) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation;
(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(eg) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fh) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidapplicable jurisdiction) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
(gi) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(hj) Optionee is hereby advised to should consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan; and
(k) neither the Company nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 2 contracts
Samples: Stock Option Agreement (Danaher Corp /De/), Stock Option Agreement (Danaher Corp /De/)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) Optionee’s participation in the Plan is voluntary;
(de) the Option and any Shares acquired under the Plan, and the income and value of same, are not intended to replace or supplement any pension rights or compensation;
(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(eg) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fh) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidapplicable jurisdiction) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(gi) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(hj) Optionee is hereby advised to should consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan; and
(k) neither the Company nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) the Optionee’s participation in the Plan is voluntary;
(de) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of the Optionee’s employment or service contract, if any;
(f) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(g) the Option and any Shares acquired under the Plan, and the income and value of same, are not intended to replace or supplement any pension rights or compensation
(h) unless otherwise agreed with the Company, the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service the Optionee may provide as a director of any Subsidiary;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(j) if the Shares do not increase in value, the Option will have no value;
(ek) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fl) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of the Optionee’s employment or continuous service by with the Company or any Subsidiary (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and whether or not later found to be invalid) and in consideration of the grant of the OptionOptions, the Optionee irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the this Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hm) Optionee is hereby advised to consult with neither the Company, the Employer nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s own personal tax, legal local currency and financial advisors regarding Optionee’s participation in the Plan before taking U.S. Dollar that may affect the value of the Option or of any action related amounts due to the PlanOptionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b. the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, options or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(b) c. all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) d. Optionee’s participation in the Plan is voluntary;
(d) e. the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation;
f. the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(e) g. if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(f) h. in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidapplicable jurisdiction) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
(g) i. the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(h) j. Optionee is hereby advised to should consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan; and
k. neither the Company nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, options or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(cd) the Optionee’s participation in the Plan is voluntary;
(de) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation;
(f) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(eg) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fh) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of the Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidapplicable jurisdiction) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, the Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
(gi) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(hj) the Optionee is hereby advised to should consult with the Optionee’s own personal tax, legal and financial advisors regarding the Optionee’s participation in the Plan before taking any action related to the Plan; and
(k) neither the Company nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(e) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(f) unless otherwise agreed with the Company, the Option, and the income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Subsidiary;
(g) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;
(h) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(i) if the Shares do not increase in value, the Option will have no value;
(ej) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fk) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(gl) unless otherwise agreed with the Company in writing, the Options, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service Optionee may provide as a director of a Subsidiary or affiliate;
(m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(hn) Optionee is hereby advised to should consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) Optionee has received of a copy of the Plan and the prospectus relating thereto; he or she has read and is familiar with the terms and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option Agreement and the Plan and hereby accepts this Option subject to all of the terms and provisions thereof;
(b) Optionee shall accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement;
(c) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(bd) all decisions with respect to future equity awardsoption grants, if any, shall be at the sole discretion of the Company;
(ce) Optionee’s participation in the Plan is voluntary;
(df) the Option is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(h) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(j) if the Shares do not increase in value, the Option will have no value;
(ek) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fl) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service employment by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable local labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting signing the Option Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement his or her right to pursue or seek remedy for any such claimclaim or entitlement;
(gm) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive Options under the Plan and to vest in such Options, if any, shall terminate effective as of the date that Optionee is no longer actively employed and shall not be extended by any notice period mandated under local law (e.g., active employment shall not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of Optionee’s termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise the Option after termination of employment, if any, shall be measured by the date of termination of active employment and shall not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of this Option;
(n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(ho) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan; and
(p) Optionee will notify the Company of any change in address as indicated below.
Appears in 1 contract
NATURE OF OPTION. In accepting the Optionoption, Optionee acknowledges the Participant acknowledges, understands and agrees that:
(a) a. the award Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
b. the grant of the Option option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(b) c. all decisions with respect to future equity awardsoptions or other grants, if any, shall will be at the sole discretion of the Company;
(c) Optioneed. the option grant and the Participant’s participation in the Plan is voluntaryshall not create a right to employment or be interpreted as forming an employment or services contract with the Employer, the Company or any Affiliate, and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship (if any);
(d) e. unless otherwise agreed with the Company, the option and the shares of Common Stock, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an Affiliate of the Company;
f. the Participant is voluntarily participating in the Plan;
g. the option and any shares of Common Stock acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation;
h. the option and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments;
i. the future value of the underlying Shares shares of Common Stock is unknown unknown, indeterminable, and cannot be predicted with certainty, and ;
j. if the Shares underlying shares of Common Stock do not increase in value, the Option option will have no value;
(e) k. if Optionee the Participant exercises the Option option and obtains Sharesacquires shares of Common Stock, the value of the Shares obtained upon exercise such Common Stock may increase or decrease in value, even below the option Exercise Price;
(f) in consideration of the award of the Option, l. no claim or entitlement to compensation or damages shall arise from forfeiture of the option resulting from the termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of OptioneeParticipant’s continuous service by the Company or any Subsidiary employment (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if anywhatsoever, and whether or not later found to be invalid) invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Optionoption to which the Participant is otherwise not entitled, Optionee the Participant irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company Company, the Employer and any Subsidiary Affiliate from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing/electronically accepting participating in the AgreementPlan, Optionee the Participant shall be deemed irrevocably to have waived Optionee’s entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or seek remedy for any withdrawal of such claim;
(g) m. unless otherwise provided in the Plan, in this Agreement or by the Company is in its discretion, the option and the benefits evidenced by this Agreement do not providing create any taxentitlement to have the option or any such benefits transferred to, legal or financial adviceassumed by, another company nor is to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying SharesCommon Stock; and
(h) Optionee is hereby advised to consult with Optioneen. neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s own personal tax, legal local currency and financial advisors regarding Optionee’s participation in the Plan before taking United States Dollar that may affect the value of the option or of any action related amounts due to the PlanParticipant pursuant to the exercise of the option or the subsequent sale of any shares of Common Stock acquired upon exercise.
Appears in 1 contract
Samples: Stock Option Grant Agreement (Automatic Data Processing Inc)
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the award of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;
; (bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
; (cd) the Optionee’s participation in the Plan is voluntary; (e) the Option, and the income and value of same, is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of the Optionee’s employment or service contract, if any; (f) the Option, and the income and value of same, is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (g) the Option and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation; (h) unless otherwise agreed with the Company in writing, the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Optionee may provide as a director of any Subsidiary;
11 (di) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ; (j) if the Shares do not increase in value, the Option will have no value;
; (ek) if the Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
; (fl) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of the Optionee’s employment or continuous service by with the Company or any Subsidiary (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and whether or not later found to be invalid) and in consideration of the grant of the OptionOptions, the Optionee irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the this Agreement, Optionee shall be deemed irrevocably to have irrevocably waived the Optionee’s entitlement to pursue or seek remedy for any such claim;
; and (gm) neither the Company is not providing Company, the Employer nor any tax, legal or financial advice, nor is other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Company making any recommendations regarding Optionee’s participation in local currency and the Plan U.S. Dollar that may affect the value of the Option or Optionee’s acquisition of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of the underlying Shares; and
(h) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the PlanShares acquired upon exercise.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;
(c) Optionee’s participation in the Plan is voluntary;
(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;
(e) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fc) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;
(gd) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and
(he) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.
Appears in 1 contract
NATURE OF OPTION. In accepting the Option, Optionee acknowledges and agrees that:
(a) Optionee has received a copy of the Plan and the prospectus relating thereto; he or she has read and is familiar with the terms and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Option Agreement and the Plan and hereby accepts this Option subject to all of the terms and provisions thereof;
(b) Optionee shall accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Option Agreement;
(c) the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options or other equity awardsoptions, even if options have been granted repeatedly in the past;
(bd) all decisions with respect to future equity awardsoption grants, if any, shall be at the sole discretion of the Company;
(ce) Optionee’s participation in the Plan is voluntary;
(df) the Option is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;
(g) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(h) the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;
(i) the future value of the underlying Shares is unknown and cannot be predicted with certainty, and ;
(j) if the Shares do not increase in value, the Option will have no value;
(ek) if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;
(fl) in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service employment by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable local labor laws of the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Option Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement his or her right to pursue or seek remedy for any such claimclaim or entitlement;
(gm) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive Options under the Plan and to vest in such Options, if any, shall terminate effective as of the date that Optionee is no longer actively employed and shall not be extended by any notice period mandated under local law (e.g., active employment shall not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of Optionee’s termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise the Option after termination of employment, if any, shall be measured by the date of termination of active employment and shall not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of this Option;
(n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and;
(ho) Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan; and
(p) Optionee will notify the Company of any change in address as indicated below.
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