Common use of Nature of Plan Clause in Contracts

Nature of Plan. By enrolling and participating in the Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company and it is discretionary in nature; (b) the grant of the Purchase Rights under the Plan is exceptional, voluntary and occasional and does not create any contractual or other right to receive future purchase rights, or benefits in lieu of purchase rights, even if purchase rights have been granted in the past; (c) all decisions with respect to future Purchase Rights grants, if any, will be at the sole discretion of the Company; (d) if the Participant is not employed by the Company, neither the grant of the Purchase Rights nor the Participant’s participation in the Plan shall create a right to employment or be interpreted as forming an employment contract with the Company; (e) neither the grant of the Purchase Rights nor the Participant’s participation in the Plan shall interfere with the ability of the Company or the Employer, as applicable, to terminate the Participant’s employment contract (if any); (f) the Participant is voluntarily participating in the Plan; (g) the Purchase Rights and the shares of Stock subject to the Purchase Rights, and the income from and value of same, are not intended to replace any pension rights or compensation; (h) unless otherwise agreed with the Company, the Purchase Rights and the shares of Stock purchased under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary Corporation. (i) the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty, and the value of the shares of Stock purchased under the Plan may increase or decrease, even below the Purchase Price; (j) the Purchase Rights and the shares of Stock subject to the Purchase Rights, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary Corporation; (k) for purposes of the Purchase Rights and unless otherwise determined by the Company, in the event of termination of the Participant’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan and the Participant’s right to purchase shares of Stock, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active employment would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Participant’s Purchase Rights (including whether the Participant may still be considered to be providing services while on a leave of absence); (l) unless otherwise provided in the Plan or by the Company in its discretion, the Purchase Rights and the benefits evidenced by the Agreement do not create any entitlement to have the Plan or any such benefits granted thereunder, transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and (m) if the Participant is rendering services outside the United States: i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Purchase Rights under the Plan resulting from termination of the Participant’s employment with the Employer, the Company and its other Participating Companies (for any reason whatsoever and whether or not later found to be 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); ii. the Plan, the Purchase Rights and any shares of Stock acquired under the Plan are not part of the Participant’s normal or expected compensation or salary for any purpose; and iii. none of the Company, the Employer nor any other Subsidiary Corporation shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Purchase Rights or of any amounts due to the Participant pursuant to the purchase of shares of Stock under the Plan or the subsequent sale of any such shares of Stock.

Nature of Plan. By enrolling and participating in the Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company and it is discretionary in nature; (b) the grant of the Purchase Rights under the Plan is exceptional, voluntary and occasional and does not create any contractual or other right to receive future purchase rights, or benefits in lieu of purchase rights, even if purchase rights have been granted in the past; (c) all decisions with respect to future Purchase Rights grants, if any, will be at the sole discretion of the Company; (d) if the Participant is not employed by the Company, neither the grant of the Purchase Rights nor the Participant’s participation in the Plan shall create a right to employment or be interpreted as forming an employment contract with the Company; (e) neither , the grant of the Purchase Rights nor the Participant’s participation in the Plan Employer or any Subsidiary Corporation and shall not interfere with the ability of the Company or the Employer, as applicable, Employer to terminate the Participant’s employment contract (if any); (fe) the Participant is voluntarily participating in the Plan; (gf) the Purchase Rights and the shares of Stock subject to the Purchase Rights, and the income from and value of same, are not intended to replace any pension rights or compensation; (hg) unless otherwise agreed with the Company, the Purchase Rights and the shares of Stock purchased under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary Corporation. (ih) the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty, and the value of the shares of Stock purchased under the Plan may increase or decrease, even below the Purchase Price; (ji) the Purchase Rights and the shares of Stock subject to the Purchase Rights, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary Corporation; (kj) for purposes of the Purchase Rights and unless otherwise determined by the Company, in the event of termination of the Participant’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan and the Participant’s right to purchase shares of Stock, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active employment would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Participant’s Purchase Rights (including whether the Participant may still be considered to be providing services while on a leave of absence)Rights; (lk) unless otherwise provided in the Plan or by the Company in its discretion, the Purchase Rights and the benefits evidenced by the Agreement do not create any entitlement to have the Plan or any such benefits granted thereunder, transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and (ml) if the Participant is rendering services outside the United States: i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Purchase Rights under the Plan resulting from termination of the Participant’s employment with the Employer, the Company and its other Participating Companies (for any reason whatsoever and whether or not later found to be 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 Purchase Rights to which the Participant is otherwise not entitled, the Participant irrevocably agrees to never institute any claim against the Employer, the Company or any Subsidiary Corporation, waives the Participant’s ability, if any, to bring any such claim, and releases the Employer, the Company and its Subsidiary Corporations from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; ii. the Plan, the Purchase Rights and any shares of Stock acquired under the Plan are not part of the Participant’s normal or expected compensation or salary for any purpose; and iii. none of the Company, the Employer nor any other Subsidiary Corporation shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Purchase Rights or of any amounts due to the Participant pursuant to the purchase of shares of Stock under the Plan or the subsequent sale of any such shares of Stock.

Nature of Plan. By enrolling and participating in the Plan, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company and it is discretionary in nature; (b) the grant of the Purchase Rights under the Plan is exceptional, voluntary and occasional and does not create any contractual or other right to receive future purchase rights, or benefits in lieu of purchase rights, even if purchase rights have been granted in the past; (c) all decisions with respect to future Purchase Rights grants, if any, will be at the sole discretion of the Company; (d) if the Participant is not employed by the Company, neither the grant of the Purchase Rights nor the Participant’s participation in the Plan shall create a right to employment or be interpreted as forming an employment contract with the Company; (e) neither the grant of the Purchase Rights nor the Participant’s participation in the Plan shall interfere with the ability of the Company or the Employer, as applicable, to terminate the Participant’s employment contract (if any); (f) the Participant is voluntarily participating in the Plan; (g) the Purchase Rights and the shares of Stock subject to the Purchase Rights, and the income from and value of same, are not intended to replace any pension rights or compensation; (h) unless otherwise agreed with the Company, the Purchase Rights and the shares of Stock purchased under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary Corporation.; (i) the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty, and the value of the shares of Stock purchased under the Plan may increase or decrease, even below the Purchase Price;; 170796974-v13\NA_DMS (j) the Purchase Rights and the shares of Stock subject to the Purchase Rights, and the income from and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Subsidiary Corporation; (k) for purposes of the Purchase Rights and unless otherwise determined by the Company, in the event of termination of the Participant’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to participate in the Plan and the Participant’s right to purchase shares of Stock, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period mandated under local law (e.g., active employment would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Participant’s Purchase Rights (including whether the Participant may still be considered to be providing services while on a leave of absence); (l) unless otherwise provided in the Plan or by the Company in its discretion, the Purchase Rights and the benefits evidenced by the Agreement do not create any entitlement to have the Plan or any such benefits granted thereunder, transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and (m) if the Participant is rendering services outside the United States: i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Purchase Rights under the Plan resulting from termination of the Participant’s employment with the Employer, the Company and its other Participating Companies (for any reason whatsoever and whether or not later found to be 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); ii. the Plan, the Purchase Rights and any shares of Stock acquired under the Plan are not part of the Participant’s normal or expected compensation or salary for any purpose; and iii. none of the Company, the Employer nor any other Subsidiary Corporation shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Purchase Rights or of any amounts due to the Participant pursuant to the purchase of shares of Stock under the Plan or the subsequent sale of any such shares of Stock.