Common use of NATURE OF OPTION Clause in Contracts

NATURE OF OPTION. In accepting the Option, the Optionee acknowledges, understands and agrees that: a. the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan; b. this Option and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future options, awards or benefits in lieu of any options or awards, even if similar options or awards have been granted repeatedly in the past; c. all determinations with respect to any future options or awards, including, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will be at the sole discretion of the Company and/or the Committee; d. participation in this Plan or program is voluntary; e. the Option and any shares of Stock acquired under the Plan upon exercise of the Option are extraordinary items and do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”) and which are outside the scope of the Optionee’s employment or service contract, if any; f. this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; g. for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence); h. the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty. If the shares of Stock subject to the Option do not increase in value following the Grant Date, the Option will have no value. If the Optionee exercises the Option and obtains the shares of Stock, the value of those shares of Stock acquired upon exercise may increase or decrease in value, even below the Option exercise price; i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Optionee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer, any Subsidiary or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; j. the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time for any reason is specifically reserved; k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that neither the Company, the Employer, any Subsidiary nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Stock acquired upon exercise; and l. in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will prevail.

NATURE OF OPTION. In accepting the Option, the Optionee acknowledges, understands and agrees that: a. the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan; b. this Option and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future options, awards or benefits in lieu of any options or awards, even if similar options or awards have been granted repeatedly in the past; c. all determinations with respect to any future options or awards, including, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will be at the sole discretion of the Company and/or the Committee; d. participation in this Plan or program is voluntary; e. the Option and any shares of Stock acquired under the Plan upon exercise of the Option are extraordinary items and do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”) and which are outside the scope of the Optionee’s employment or service contract, if any; f. this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; g. for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence); h. the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty. If the shares of Stock subject to the Option do not increase in value following the Grant Date, the Option will have no value. If the Optionee exercises the Option and obtains the shares of Stock, the value of those shares of Stock acquired upon exercise may increase or decrease in value, even below the Option exercise price; i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Optionee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer, any Subsidiary or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; j. the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time for any reason is specifically reserved; k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that neither the Company, the Employer, any Subsidiary nor any Affiliated Company Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Stock acquired upon exercise; and l. in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will prevail.

NATURE OF OPTION. In accepting the Option, the Optionee acknowledges, understands and agrees that: a. the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan; b. this Option and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future options, awards or benefits in lieu of any options or awards, even if similar options or awards have been granted repeatedly in the past; c. all determinations with respect to any future options or awards, including, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will be at the sole discretion of the Company and/or the Committee; d. participation in this Plan or program is voluntary; e. the Option and any shares of Stock acquired under the Plan upon exercise of the Option are extraordinary items and do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”) and which are outside the scope of the Optionee’s employment or service contract, if any;; Form approved August 2017 S13US-3 f. this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; g. for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence); h. the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty. If the shares of Stock subject to the Option do not increase in value following the Grant Date, the Option will have no value. If the Optionee exercises the Option and obtains the shares of Stock, the value of those shares of Stock acquired upon exercise may increase or decrease in value, even below the Option exercise price; i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Optionee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer, any Subsidiary or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; j. the Option and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time for any reason is specifically reserved; k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that neither the Company, the Employer, any Subsidiary nor any Affiliated Form approved August 2017 S13US-3 Company shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Stock acquired upon exercise; and l. in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will prevail.

NATURE OF OPTION. In accepting the Optionoption, the Optionee Participant acknowledges, understands and agrees that: a. (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under by the Plan; b. this Option and any other awards under (b) the Plan are grant of the option is voluntary and occasional and do does not create any contractual or other right to receive future grants of options, awards or benefits in lieu of any options or awardsoptions, even if similar options or awards have been granted repeatedly in the past; c. (c) all determinations decisions with respect to any future options or awardsother grants, including, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awardsif any, will be at the sole discretion of the Company and/or the CommitteeCompany; d. (d) the option grant and the Participant’s participation in this the Plan shall not create a right to employment or program is voluntarybe 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); e. (e) unless otherwise agreed with the Option 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 upon exercise and the income and value of the Option are extraordinary items and do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries (includingsame, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”) and which are outside the scope of the Optionee’s employment or service contract, if any; f. this Option, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited towithout limitation, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or payments or welfare benefits or similar payments; g. for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on a leave of absence); h. i) the future value of the underlying shares of Common Stock is unknown, indeterminable indeterminable, and cannot be predicted with certainty. If ; (j) if the underlying shares of Common Stock subject to the Option do not increase in value following the Grant Datevalue, the Option option will have no value. If ; (k) if the Optionee Participant exercises the Option option and obtains the acquires shares of Common Stock, the value of those shares of such Common Stock acquired upon exercise may increase or decrease in value, even below the Option exercise priceoption Exercise Price; i. (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option option resulting from the termination of the OptioneeParticipant’s employment or other service relationship (for any reason whatsoever whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee Participant is employed or the terms of the OptioneeParticipant’s employment agreement, if any), and in consideration of the grant of the Option option to which the Optionee Participant is otherwise not entitled, the Optionee Participant irrevocably agrees never to institute any claim against the Company, the Employer, any Subsidiary or any Affiliated Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer, and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee 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; j. (m) unless otherwise provided in the Option Plan, in this Agreement, or by the Company in its discretion, the option and the Optionee’s participation in the Plan shall benefits evidenced by this Agreement do not create a right any entitlement to employment or be interpreted as forming an employment or services contract with have the Company, the Employer, any Subsidiary option or any Affiliated Company and shall not interfere 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 ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship Common Stock; and (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time for any reason is specifically reserved; k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that n) neither the Company, the Employer, any Subsidiary nor any Affiliated Company Affiliate shall be liable for any foreign exchange rate fluctuation between the OptioneeParticipant’s local currency and the United States Dollar that may affect the value of the Option option or of any amounts due to the Optionee Participant pursuant to the exercise of the Option option or the subsequent sale of any shares of Common Stock acquired upon exercise; and l. in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will prevail.

NATURE OF OPTION. In accepting the Option, the Optionee acknowledges, understands 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 can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under by the Plan; b. this the award of the Option and any other awards under the Plan are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of options, awards or benefits in lieu of any options or awardsoptions, even if similar options or awards have been granted repeatedly in the past; c. all determinations decisions with respect to any future options or equity awards, includingif any, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will shall be at the sole discretion of the Company and/or the CommitteeCompany; d. the Optionee’s participation in this the Plan or program is voluntary; e. the Option Option, and any shares the income and value of Stock acquired under the Plan upon exercise of the Option are same, is an extraordinary items and do item that (i) does not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries Subsidiary, and (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”ii) and which are is outside the scope of the Optionee’s employment or service contract, if any; f. this the Option, and any the income derived therefromand value of same, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; g. payments and in no event should be considered as compensation for, or relating in any way to, past services for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, Subsidiary; g. the Optionee’s employment or service will be considered terminated as of Option and any Shares acquired under the date the Optionee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any)Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation h. unless otherwise expressly provided in this Agreement or determined by agreed with the Company, the Optionee’s right to vest Option, and the income from and value of same, are not granted as consideration for, or in the Option under the Planconnection with, if any, will terminate as of such date and will not be extended by any notice period or period during with the Optionee is in receipt of pay in lieu of such notice or severance pay (e.g., the Optionee’s period of service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on provide as a leave director of absence)any Subsidiary; h. i. the future value of the underlying Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty. If ; j. if the shares of Stock subject to the Option Shares do not increase in value following the Grant Datevalue, the Option will have no value. If ; k. if the Optionee exercises the Option and obtains the shares of StockShares, the value of those shares of Stock acquired the Shares obtained upon exercise may increase or decrease in value, even below the Option exercise priceExercise Price; i. l. in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from the termination of the Optionee’s employment or other continuous service relationship with the Company or any Subsidiary (for any reason whatsoever whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitledOptions, the Optionee irrevocably agrees never not to institute any claim against the Company, the Employer, any Subsidiary Company or any Affiliated CompanySubsidiary; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning/electronically accepting this Agreement, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; j. the Option and irrevocably waived the Optionee’s participation in the Plan shall not create a right entitlement to employment pursue or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time seek remedy for any reason is specifically reserved;such claim; and k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that m. neither the Company, the Employer, any Subsidiary Employer nor any Affiliated Company other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States 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 Stock Shares acquired upon exercise; and l. in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will prevail.

NATURE OF OPTION. In accepting the Option, the Optionee acknowledges, understands 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 can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under by the Plan; b. this the award of the Option and any other awards under the Plan are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of options, awards or benefits in lieu of any options or awardsoptions, even if similar options or awards have been granted repeatedly in the past; c. all determinations decisions with respect to any future options or equity awards, includingif any, but not limited to, the times when options or awards are made, the amount of the options or awards and other conditions attached to the options or awards, will shall be at the sole discretion of the Company and/or the CommitteeCompany; d. the Optionee’s participation in this the Plan or program is voluntary; e. the Option Option, and any shares the income and value of Stock acquired under the Plan upon exercise of the Option are same, is an extraordinary items and do item that (i) does not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or any of its Subsidiaries Subsidiary, and (including, as applicable, the entity employing the Optionee or to which the Optionee provides services, (the “Employer”ii) and which are is outside the scope of the Optionee’s employment or service contract, if any; f. this the Option, and any the income derived therefromand value of same, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; g. payments and in no event should be considered as compensation for, or relating in any way to, past services for the purposes of the Option, unless otherwise specified by the Company or any Affiliated Company, the Optionee’s employment or service will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to vest in Subsidiary; g. the Option and any Shares acquired under the Plan, if anyand the income from and value of same, will terminate as of such date and will are not be extended by intended to replace or supplement any notice period pension rights or period during compensation h. unless otherwise agreed with the Optionee is Company in receipt of pay in lieu of such notice or severance pay (e.g.writing, the Optionee’s period Option, and the income from and value of same, are not granted as consideration for, or in connection with, any service would not include any contractual, statutory or common law notice period or period during which the Optionee is in the receipt of pay in lieu of such notice or severance pay or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for the purposes of the Option (including whether the Optionee may still be considered to be providing services while on provide as a leave director of absence)any Subsidiary; h. i. the future value of the underlying Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty. If ; j. if the shares of Stock subject to the Option Shares do not increase in value following the Grant Datevalue, the Option will have no value. If ; k. if the Optionee exercises the Option and obtains the shares of StockShares, the value of those shares of Stock acquired the Shares obtained upon exercise may increase or decrease in value, even below the Option exercise priceExercise Price; i. l. in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from the termination of the Optionee’s employment or other continuous service relationship with the Company or any Subsidiary (for any reason whatsoever whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in of the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which the Optionee is otherwise not entitledOptions, the Optionee irrevocably agrees never not to institute any claim against the Company, the Employer, any Subsidiary Company or any Affiliated CompanySubsidiary; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning/electronically accepting this Agreement, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; j. the Option and irrevocably waived the Optionee’s participation in the Plan shall not create a right entitlement to employment pursue or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Optionee’s employment or service relationship (if any). The right of the Company or Employer to terminate at will the Optionee’s employment or service at any time seek remedy for any reason is specifically reserved;such claim; and k. if the Optionee is providing services outside the United States, the Optionee acknowledges and agrees that m. neither the Company, the Employer, any Subsidiary Employer nor any Affiliated Company other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States 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 Stock Shares acquired upon exercise; and l. in the event of any conflict between communications to the Optionee by the Company of the terms of this Agreement or the records of any third party administrator and the Plan, the Plan will prevail.