Nature of the Award. In accepting the Award, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time; (b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award; (d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship; (e) you are voluntarily participating in the Plan; (f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation; (g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliate; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty; (i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and (l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 11 contracts
Samples: Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.), Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.), Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliatepayments;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 9 contracts
Samples: Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.), Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.), Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPerformance Shares, or benefits in lieu of Restricted Stock UnitsPerformance Shares, even if Restricted Stock Units Performance Shares have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares of Stock subject to the Award, and the vesting earning provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliatepayments;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 7 contracts
Samples: Performance Share Award Agreement (Walgreens Boots Alliance, Inc.), Performance Share Award Agreement (Walgreens Boots Alliance, Inc.), Performance Share Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In By accepting the this Restricted Stock Unit Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the CompanyMicro, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Micro at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Restricted Stock Unit Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsUnit Award, or benefits in lieu of Restricted Stock UnitsUnit Awards, even if Restricted Stock Units Unit Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Restricted Stock Unit Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the AwardMicro;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment relationship at any time with or service relationshipwithout cause;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Restricted Stock Unit Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Micro or the Employer, and which is outside the scope of Awardee’s employment contract, if any;
(7) the Restricted Stock Unit Award and the shares of Common Stock subject to acquired under the Award Plan are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension pension, welfare or retirement or welfare benefits or similar payments payments, and in no event should be considered as compensation for, or relating in any way to, past services for to Micro or the CompanyEmployer;
(8) in the event Awardee is not an employee of Micro or Awardee is an employee of a subsidiary or Affiliate of Micro, your the Restricted Stock Unit Award will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Restricted Stock Unit Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or Affiliate of Micro;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by if Awardee accepts the Committee Restricted Stock Unit Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;value; and
(j11) in consideration of the grant of the Restricted Stock Unit Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Unit Award or diminution in value of the Restricted Stock Unit Award or shares of Common Stock acquired under the Restricted Stock Unit Award resulting from a Termination termination of Service Awardee’s employment by Micro or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which you are otherwise not entitled, you Awardee irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, releases Micro and release the Company, the Employer and all Affiliates from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k12) unless notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of Awardee’s employment (whether or not in breach of local labor laws), Awardee’s right to receive Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Awardee is no longer actively employed; Micro shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the Restricted Stock Unit Award;
(13) the vesting of any Restricted Stock Unit Award ceases upon termination of employment, or other cessation of eligibility to vest for any reason, except as may otherwise be explicitly provided hereinin the Plan document or this Award Agreement;
(14) Micro is not providing any tax, legal or financial advice, nor is Micro making any recommendations regarding Awardee’s participation in the Plan or by the Company in its discretion, acquisition or the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the sale of shares of Common Stock of under the CompanyPlan;
(15) Awardee is advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan;
(16) Awardee acknowledges that this Award Agreement is between Awardee and Micro, and that the Employer is not a party to this Award Agreement; and
(l17) neither Awardee agrees to provide Micro with any data requested if Awardee is a mobile employee to facilitate the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency proper withholding and reporting by Micro and/or the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardEmployer, as applicable.
Appears in 6 contracts
Samples: Restricted Stock Unit Award Agreement (Ingram Micro Inc), Restricted Stock Unit Award Agreement (Ingram Micro Inc), Restricted Stock Unit Award Agreement (Ingram Micro Inc)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Stock Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any;
(7) and the Stock Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company or the Employer;
(8) in the event Awardee is not an employee of the Company, your the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or affiliate of the Company;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by if Awardee accepts the Committee Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodvalue;
(j11) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of Awardee’s employment laws in by the jurisdiction where you are employed Company or the terms of your employment agreement, if any), Employer and in consideration of Awardee irrevocably releases the Company and the Employer from any such claim that may arise;
(12) by accepting the grant of this Stock Award, the Awardee and the Company agree that this Stock Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against is granted under and governed by the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claimterms and conditions of the Plan and this Award Agreement, and release the CompanyAwardee acknowledges that he or she agrees to accept as binding, conclusive and final all decisions or interpretations of the Employer and all Affiliates from Administrator upon any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably questions relating to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the and Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyAgreement; and
(l13) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation Awardee acknowledges that this Award Agreement is between your local currency the Awardee and the U.S. dollar Company, and that may affect the value of the Awardee’s local employer is not a party to this Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardAgreement.
Appears in 5 contracts
Samples: Stock Award Agreement (Agilent Technologies Inc), Stock Award Agreement (Agilent Technologies Inc), New Executive Stock Award Agreement (Agilent Technologies Inc)
Nature of the Award. In Nothing herein shall be construed as giving the Participant any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Participant. Further, by accepting this grant of RSUs, the Award, you acknowledge, understand and agree Participant acknowledges that:
: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Corporation at any time;
, to the extent permitted by its terms; (b) the grant of the Award RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted in the past;
; (c) all decisions with respect to future Awards or other RSU grants, if any, will be at the sole discretion of the CompanyCommittee or its delegee, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
as applicable; (d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are Participant is voluntarily participating in the Plan;
; (fe) the Award RSUs and the shares of Stock Shares subject to the Award RSUs are extraordinary items which do not intended to replace constitute compensation of any pension rights or compensation;
(g) the Award, the shares kind for services of Stock subject any kind rendered to the Award Corporation or to the Employing Company, and the income and value of the same, is an extraordinary item of compensation which are outside the scope of your employment (and the Participant’s employment contract, if any; (f) the RSUs and is the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits 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, your Employer Corporation or the Employing Company or any Affiliate;
Subsidiary or affiliate of the Corporation; (g) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation; (i) the future value of the shares of Stock Shares underlying the Award RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
; (j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award RSUs resulting from a Termination termination of Service the Participant’s employment by the Corporation or the Employing Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where you are employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award RSUs to which you are the Participant is not otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Corporation or the Employing Company, your Employer waives his or any Affiliate, waive your her ability, if any, to bring any such claim, and release releases the Company, Corporation and the Employer and all Affiliates Employing Company 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
; (k) it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; (l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the Shares underlying the RSUs; (m) the Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; (n) unless otherwise provided herein, in the Plan or by the Company Corporation in its discretion, the Award RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock Shares of the CompanyCorporation; and
and (lo) the following provisions apply only if the Participant is providing services outside the United States: (i) the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and (ii) the Participant acknowledges and agrees that neither the Corporation, the Employing Company nor any Affiliate Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between your the local currency and the U.S. dollar United States Dollar that may affect the value of the Award RSUs or of any amounts due to you Participant pursuant to the settlement of the Award RSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement of the Awardsettlement.
Appears in 4 contracts
Samples: Grant Agreement (United States Steel Corp), Retention Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPerformance Shares, or benefits in lieu of Restricted Stock UnitsPerformance Shares, even if Restricted Stock Units Performance Shares have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares of Stock subject to the Award, and the vesting earning provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliate;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 4 contracts
Samples: Performance Share Award Agreement (Walgreens Boots Alliance, Inc.), Performance Share Award Agreement (Walgreens Boots Alliance, Inc.), Performance Share Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsRestricted Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract, or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, 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, your Employer Company or any Affiliate;
(hi) the Award will not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar United States Dollar that may affect the value of the this Award or of any amounts due to you pursuant to the issuance of Shares upon settlement of the this Award or the subsequent sale of any shares such Shares;
(m) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of Stock acquired upon settlement the same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; and
(n) for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall determine when you are no longer actively employed for purposes of the Award (including whether you may still be considered actively employed while on a leave of absence).
Appears in 4 contracts
Samples: Restricted Share Unit Agreement (Seagate Technology PLC), Restricted Share Unit Agreement (Seagate Technology PLC), Restricted Share Unit Agreement (Seagate Technology PLC)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Stock Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any;
(7) and the Stock Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company or the Employer;
(8) in the event Awardee is not an employee of the Company, your the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or affiliate of the Company;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by if Awardee accepts the Committee Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodvalue;
(j11) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l12) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation Awardee acknowledges that this Award Agreement is between your local currency the Awardee and the U.S. dollar Company, and that may affect the value of the Awardee’s local employer is not a party to this Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardAgreement.
Appears in 4 contracts
Samples: Stock Award Agreement (Agilent Technologies Inc), Stock Award Agreement (Agilent Technologies Inc), Stock Award Agreement (Agilent Technologies Inc)
Nature of the Award. In Nothing herein shall be construed as giving the Participant any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Participant. Further, by accepting this grant of RSUs, the Award, you acknowledge, understand and agree Participant acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Corporation at any time, to the extent permitted by its terms;
(b) the grant of the Award RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted in the past;
(c) all decisions with respect to future Awards or other RSU grants, if any, will be at the sole discretion of the CompanyCommittee or its delegee, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Awardas applicable;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are Participant is voluntarily participating in the Plan;
(fe) the Award RSUs and the shares of Stock Shares subject to the Award RSUs are extraordinary items which do not intended to replace constitute compensation of any pension rights or compensation;
(g) the Award, the shares kind for services of Stock subject any kind rendered to the Award Corporation or to the Employing Company, and the income and value of the same, is an extraordinary item of compensation which are outside the scope of your employment (and the Participant’s employment contract, if any;
(f) the RSUs and is the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, 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, your Employer Corporation or the Employing Company or any AffiliateSubsidiary or affiliate of the Corporation;
(g) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(h) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
(i) the future value of the shares of Stock Shares underlying the Award RSUs is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award RSUs resulting from a Termination termination of Service the Participant’s employment by the Corporation or the Employing Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where you are employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award RSUs to which you are the Participant is not otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Corporation or the Employing Company, your Employer waives his or any Affiliate, waive your her ability, if any, to bring any such claim, and release releases the Company, Corporation and the Employer and all Affiliates Employing Company 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs;
(l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the Shares underlying the RSUs;
(m) the Participant is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
(n) unless otherwise provided herein, in the Plan or by the Company Corporation in its discretion, the Award RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock Shares of the CompanyCorporation; and
(lo) the following provisions apply only if the Participant is providing services outside the United States:
(i) the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and
(ii) the Participant acknowledges and agrees that neither the Corporation, the Employing Company nor any Affiliate Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between your the local currency and the U.S. dollar United States Dollar that may affect the value of the Award RSUs or of any amounts due to you Participant pursuant to the settlement of the Award RSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement of the Awardsettlement.
Appears in 3 contracts
Samples: Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in durationinduration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPerformance Shares, or benefits in lieu of Restricted Stock UnitsPerformance Shares, even if Restricted Stock Units Performance Shares have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting earning provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliatepayments;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 3 contracts
Samples: Performance Share Award Agreement (Walgreens Boots Alliance, Inc.), Performance Share Award Agreement (Walgreens Boots Alliance, Inc.), Performance Share Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In accepting The Grantee acknowledges and agrees that he or she understands that the Awardvalue that may be realized, you acknowledgeif any, understand from this Award is contingent, and agree that:
depends on the future market price of the Company’s Stock, among other factors. The Grantee further confirms his or her understanding that this Award is intended to promote employee retention and stock ownership and to align employees’ interests with those of shareholders, is subject to vesting conditions and will be forfeited if vesting conditions are not satisfied. The Grantee also acknowledges and agrees that he or she understands that (a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
; (b) the grant of the an Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsawards, or benefits in lieu of Restricted Stock Units, Awards even if Restricted Stock Units Awards have been granted repeatedly in the past;
; (c) all decisions with respect to any future Awards or other grants, if any, award will be at the sole discretion of the Company; (d) the Grantee’s participation in the Plan is voluntary; (e) the value of this Award is an extraordinary item of compensation which is outside the scope of the Grantee’s employment contract with his or her actual employer, if any; (f) this Award and past or future awards are not part of normal or expected compensation or salary for any purposes, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments; and in no event should be considered as compensation for, or relating in any way to, past services for the Company, your Employer or any Affiliate;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jg) no claim or entitlement to compensation or damages shall arise arises from forfeiture termination of the this Award resulting from a Termination or diminution in value of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)this Award, and in consideration of the grant of Grantee irrevocably releases the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, Company and release the Company, the Employer and all its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardarise.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Faro Technologies Inc), Employment Agreement (Faro Technologies Inc), Restricted Stock Unit Award Agreement (Faro Technologies Inc)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Stock Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any;
(7) and the Stock Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company or the Employer;
(8) in the event Awardee is not an employee of the Company, your the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or affiliate of the Company;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by if Awardee accepts the Committee Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodvalue;
(j11) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k12) unless otherwise provided hereinby accepting the grant of this Stock Award through the methods described in Section 18 below, in the Awardee and the Company agree that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, and the Awardee acknowledges that he or by she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company in its discretion, and/or the External Administrator upon any questions relating to the Plan and Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyAgreement; and
(l13) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation Awardee acknowledges that this Award Agreement is between your local currency the Awardee and the U.S. dollar Company, and that may affect the value of the Awardee’s local employer is not a party to this Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardAgreement.
Appears in 3 contracts
Samples: Stock Award Agreement (Agilent Technologies Inc), Stock Award Agreement (Agilent Technologies Inc), Stock Award Agreement (Agilent Technologies Inc)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Performance Units, or benefits in lieu of Restricted Stock Performance Units, even if Restricted Stock Performance Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsPerformance Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, 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, your Employer or any Affiliate;
(hi) the Award will not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar United States Dollar that may affect the value of the this Award or of any amounts due to you pursuant to the issuance of Shares upon settlement of the this Award or the subsequent sale of any shares such Shares;
(m) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of Stock acquired upon settlement the same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; and
(n) for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Performance Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall determine when you are no longer actively employed for purposes of the Award (including whether you may still be considered actively employed while on a leave of absence).
Appears in 3 contracts
Samples: Executive Performance Unit Agreement (Seagate Technology PLC), Executive Performance Unit Agreement (Seagate Technology PLC), Executive Performance Unit Agreement (Seagate Technology PLC)
Nature of the Award. In By accepting the this Restricted Stock Unit Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the CompanyMicro, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Micro at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Restricted Stock Unit Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsUnit Award, or benefits in lieu of Restricted Stock UnitsUnit Awards, even if Restricted Stock Units Unit Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Restricted Stock Unit Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the AwardMicro;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment relationship at any time with or service relationshipwithout cause;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Restricted Stock Unit Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to Micro or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any;
(7) and the Restricted Stock Unit Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to Micro or the CompanyEmployer;
(8) in the event Awardee is not an employee of Micro, your the Restricted Stock Unit Award will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Restricted Stock Unit Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or affiliate of Micro;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by if Awardee accepts the Committee Restricted Stock Unit Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;value; and
(j11) in consideration of the grant of the Restricted Stock Unit Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Unit Award or diminution in value of the Restricted Stock Unit Award or shares of Common Stock acquired under the Restricted Stock Unit Award resulting from a Termination termination of Service Awardee’s employment by Micro or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which you are otherwise not entitled, you Awardee irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, releases Micro and release the Company, the Employer and all Affiliates from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;.
(k12) unless otherwise provided hereinin the event of involuntary termination of Awardee’s employment for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate) (whether or not in breach of local labor laws), Awardee’s right to receive Restricted Stock Unit Award and vest in the Restricted Stock Unit Award under the Plan will terminate effective as of the date the Awardee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Plan event of involuntary termination of employment for cause (whether or not in breach of local labor laws), Awardee’s right to vest in the Restricted Stock Unit Award after termination of employment, if any, will be measured by the Company in its discretion, date of termination of Awardee’s active employment and will not be extended by any notice period mandated under local law; the Award and the benefits evidenced by this Agreement do not create any entitlement to Committee shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares determine when Awardee is no longer actively employed for purposes of Awardee’s grant of Restricted Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Unit Award.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Ingram Micro Inc), Restricted Stock Unit Award Agreement (Ingram Micro Inc)
Nature of the Award. In accepting the Award, you acknowledgethe Participant acknowledges, understand understands and agree agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, to the extent permitted by the Plan;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPSUs, or benefits in lieu of Restricted Stock UnitsPSUs, even if Restricted Stock Units PSUs have been granted in the past;
(c) all decisions with respect to future Awards PSUs or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company Employer, the Company, or any Affiliate Affiliate, and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your the Participant’s employment or service relationshiprelationship (if any);
(e) you unless otherwise agreed with the Company, the Award, 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;
(fg) the Award and the shares of Stock any payment subject to the Award Award, and the income and value of same, are not intended to replace any pension rights or compensation;
(gh) the Award and any payment subject to the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 and in no event should be considered as compensation for, or relating in any way to, past services for the Company, your Employer or any Affiliatepayments;
(hi) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination the termination of Service the Participant’s employment (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Company, your Employer the Employer, or any Affiliate, waive your waives his or her ability, if any, to bring any such claim, and release releases the Company, the Employer Employer, and all Affiliates 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided hereinin the Plan, in the Plan this Agreement, or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyCommon Stock; and
(l) neither the Company Company, the Employer, nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your the Participant’s local currency and the U.S. dollar United States Dollar that may affect the value of the Award or of any amounts due to you the Participant pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 2 contracts
Samples: Performance Stock Unit Award Agreement (CDK Global, Inc.), Performance Stock Unit Award Agreement (Automatic Data Processing Inc)
Nature of the Award. In Nothing herein shall be construed as giving the Participant any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Participant. Further, by accepting this grant of RSUs, the Award, you acknowledge, understand and agree Participant acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Corporation at any time, to the extent permitted by its terms;
(b) the grant of the Award RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted in the past;
(c) all decisions with respect to future Awards or other RSU grants, if any, will be at the sole discretion of the CompanyCommittee or its delegee, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Awardas applicable;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are Participant is voluntarily participating in the Plan;
(fe) the Award RSUs and the shares of Stock Shares subject to the Award RSUs are extraordinary items which do not intended to replace constitute compensation of any pension rights or compensation;
(g) the Award, the shares kind for services of Stock subject any kind rendered to the Award Corporation or to the Employing Company, and the income and value of the same, is an extraordinary item of compensation which are outside the scope of your employment (and the Participant’s employment contract, if any;
(f) the RSUs and is the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, 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, your Employer Corporation or the Employing Company or any AffiliateSubsidiary or affiliate of the Corporation;
(g) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(h) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
(i) the future value of the shares of Stock Shares underlying the Award RSUs is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award RSUs resulting from a Termination termination of Service the Participant’s employment by the Corporation or the Employing Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where you are employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award RSUs to which you are the Participant is not otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Corporation or the Employing Company, your Employer waives his or any Affiliate, waive your her ability, if any, to bring any such claim, and release releases the Company, Corporation and the Employer and all Affiliates Employing Company 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs;
(l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the Shares underlying the RSUs;
(m) the Participant is hereby axxxxxx to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
(n) unless otherwise provided herein, in the Plan or by the Company Corporation in its discretion, the Award RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock Shares of the CompanyCorporation; and
(lo) the following provisions apply only if the Participant is providing services outside the United States:
(i) the RSU and Shares subject to the RSU are not part of normal or expected compensation or salary for any purpose; and
(ii) the Participant acknowledges and agrees that neither the Corporation, the Employing Company nor any Affiliate Subsidiary or affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between your the local currency and the U.S. dollar United States Dollar that may affect the value of the Award RSUs or of any amounts due to you Participant pursuant to the settlement of the Award RSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement of the Awardsettlement.
Appears in 2 contracts
Samples: Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e) you are voluntarily participating in the PlanPlan is voluntary;
(f) the Stock Award and the shares is an extraordinary item that does not constitute recurring or on-going compensation of Stock subject any kind for services of any kind rendered to the Award are not intended to replace any pension rights Company or compensationthe Employer, and which is outside the scope of Awardee’s employment contract, if any;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company, your Employer Company or any Affiliatethe Employer;
(h) in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(ij) unless otherwise determined by if Awardee accepts the Committee Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodvalue;
(jk) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of Awardee’s employment laws in by the jurisdiction where you are employed Company or the terms of your employment agreement, if any), Employer and in consideration of Awardee irrevocably releases the Company and the Employer from any such claim that may arise;
(l) by accepting the grant of this Stock Award, the Awardee and the Company agree that this Stock Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against is granted under and governed by the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claimterms and conditions of the Plan and this Award Agreement, and release the CompanyAwardee acknowledges that he or she agrees to accept as binding, conclusive and final all decisions or interpretations of the Employer and all Affiliates from Administrator upon any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably questions relating to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the and Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyAgreement; and
(lm) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation Awardee acknowledges that this Award Agreement is between your local currency the Awardee and the U.S. dollar Company, and that may affect the value of the Awardee’s local employer is not a party to this Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardAgreement.
Appears in 2 contracts
Samples: Stock Award Agreement (Agilent Technologies Inc), Stock Award Agreement (Agilent Technologies Inc)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsRestricted Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time;
(f) the Award and any Shares subject to the shares Award are an extraordinary item that does not constitute compensation of Stock any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment or service contract, if any;
(g) the Award and any Shares subject to the Award are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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, your the Employer or any Affiliate;
(hi) in the event that you are not an employee of the Company, the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; and furthermore, your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not such termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits from the Employer, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), invalid) and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer Company or any Affiliatethe Employer, waive your ability, if any, to bring any such claim, and release the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Companyclaims; and
(l) neither for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and providing services to the Company nor or an Affiliate; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any Affiliate employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits from the Employer, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits from the Employer (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall be liable determine when you are no longer actively employed for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value purposes of the Award or (including whether you may still be considered actively employed while on a leave of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardabsence).
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Seagate Technology PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsPerformance Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, 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, your Employer or any Affiliate;
(hi) the Award will not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar United States Dollar that may affect the value of the this Award or of any amounts due to you pursuant to the issuance of Shares upon settlement of the this Award or the subsequent sale of any shares such Shares;
(m) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of Stock acquired upon settlement the same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; and
(n) for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Performance Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall determine when you are no longer actively employed for purposes of the Award (including whether you may still be considered actively employed while on a leave of absence).
Appears in 1 contract
Samples: Executive Performance Share Unit Agreement (Seagate Technology Holdings PLC)
Nature of the Award. In accepting the Award, you acknowledgethe Participant acknowledges, understand understands and agree agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, to the extent permitted by the Plan;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPSUs, or benefits in lieu of Restricted Stock UnitsPSUs, even if Restricted Stock Units PSUs have been granted in the past;
(c) all decisions with respect to future Awards PSUs or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service services contract with the Employer, the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your the Participant’s employment or service relationshiprelationship (if any);
(e) you unless otherwise agreed with the Company, the Award, 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;
(fg) the Award and the shares of Stock any payment subject to the Award Award, and the income and value of same, are not intended to replace any pension rights or compensation;
(gh) the Award and any payment subject to the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 and in no event should be considered as compensation for, or relating in any way to, past services for the Company, your Employer or any Affiliatepayments;
(hi) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination the termination of Service the Participant’s employment (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Company, your the Employer or any Affiliate, waive your waives his or her ability, if any, to bring any such claim, and release releases the Company, the Employer and all Affiliates 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided hereinin the Plan, in the Plan this Agreement, or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyCommon Stock; and
(l) neither the Company Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your the Participant’s local currency and the U.S. dollar United States Dollar that may affect the value of the Award or of any amounts due to you the Participant pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Automatic Data Processing Inc)
Nature of the Award. In By entering into this Agreement and accepting the Award, you acknowledge, understand and agree the Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any timetime as provided in the Plan;
(b) the grant of the this Award is exceptional, voluntary and occasional a discretionary one-time benefit and does not create any contractual or other right to receive future grants of Restricted Stock Units, awards or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the pastawards;
(c) all decisions determinations with respect to any such future Awards or other grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationshipis voluntary;
(e) you are voluntarily participating in the Planvalue of this Award is an extraordinary item which is outside the scope of the Participant’s employment contract, if any;
(f) the this Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, including without limitation, limitation for calculating any benefits, severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, welfare, insurance, 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, your Employer or any Affiliatepayments;
(hg) the future value of the shares of Stock underlying the Shares subject to this Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(lh) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation fluctuation, where applicable, between your the Participant’s local currency and the U.S. United States dollar that may affect the value of the Award RSUs or of any amounts due to you the Participant pursuant to the settlement of the Award RSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement settlement;
(i) neither the Plan, this Award nor the issuance of the Shares will (1) confer upon the Participant any right to continue in the employ of (or any other relationship with) the Employer, (2) alter in any way the Participant’s current Employment relationship with the Employer, or (3) limit in any respect the right of the Employer to terminate the Participant’s Employment or other relationship with the Employer, at any time;
(j) in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an Employment relationship with the Company; and furthermore, the grant of this Award will not be interpreted to form an employment contract with the Employer, the Company or any Affiliate. For the avoidance of doubt, language relating to termination for “Cause” or “not-for-Cause” pertains solely to the opportunity to be granted RSUs and vest in the RSUs as provided in this Agreement, and does not require the Company or Employer to establish “Cause” for the termination of the Participant’s Employment;
(k) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon vesting of the RSUs resulting from termination of the Participant’s Employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and any Affiliate 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 this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
(l) in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to receive the RSUs and vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active Employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing service for purposes of the RSUs;
(m) neither the Company nor the Employer is providing any tax, legal or financial advice, nor is the Company or Employer making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and
(n) the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the RSUs.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Green Mountain Coffee Roasters Inc)
Nature of the Award. In Nothing herein shall be construed as giving the Participant any right to be retained in the service of the Corporation. Further, by accepting this grant of DSUs, the Award, you acknowledge, understand and agree Participant acknowledges that:
: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Corporation at any time;
, to the extent permitted by its terms; (b) the grant of the Award Participant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted voluntarily participating in the past;
Plan and the Program; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of DSUs and the Company, including, but not limited to, the form and timing of the Award, the number of shares Shares subject to the Award, and the vesting provisions applicable DSUs are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Award;
Corporation; (d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award DSUs and the shares of Stock Shares subject to the Award DSUs are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, 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, your Employer Corporation or any Affiliate;
Subsidiary or affiliate of the Corporation; (he) the future value of DSUs and the shares of Stock underlying Shares subject to the Award is unknown, indeterminable and canDSUs are not be predicted with certaintyintended to replace any pension rights or compensation;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination DSU and Shares subject to the DSU are not part of Service shall be effective from the date on which active employment normal or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to expected compensation or damages shall arise from forfeiture salary for any purpose; and (ii) the Participant acknowledges and agrees that neither the Corporation, nor any Subsidiary or affiliate of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate Corporation shall be liable for any foreign exchange rate fluctuation between your the local currency and the U.S. dollar United States Dollar that may affect the value of the Award DSUs or of any amounts due to you pursuant Participant puDSUant to the settlement of the Award DSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement of the Awardsettlement.
Appears in 1 contract
Samples: Deferred Stock Unit Grant Agreement (United States Steel Corp)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, to the extent permitted by the Plan;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Performance Share Units, or benefits in lieu of Restricted Stock Performance Share Units, even if Restricted Stock Performance Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsPerformance Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, 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, your Employer or any Affiliate;
(hi) the Award will not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award or the recoupment of any Shares acquired under the Plan resulting from a Termination (a) termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any applicable law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and and/or (b) the application of any recoupment policy as described in consideration Section 11.5 of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or any recovery or clawback policy otherwise required by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; andlaw;
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar United States Dollar that may affect the value of the this Award or of any amounts due to you pursuant to the issuance of Shares upon settlement of the this Award or the subsequent sale of any shares such Shares;
(m) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of Stock acquired upon settlement the same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; and
(n) for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Performance Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any applicable laws in the country where you reside or providing services, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall determine when you are no longer actively employed and/or providing services for purposes of the Award (including whether you may still be considered actively employed and/or providing services while on a leave of absence).
Appears in 1 contract
Samples: Executive Performance Share Unit Agreement (Seagate Technology Holdings PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer Company or any Affiliate;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.cashed
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In By entering into this Agreement and accepting the Award, you acknowledge, understand and agree the Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any timetime as provided in the Plan;
(b) the grant of the this Award is exceptional, voluntary and occasional a discretionary one-time benefit and does not create any contractual or other right to receive future grants of Restricted Stock Units, awards or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the pastawards;
(c) all decisions determinations with respect to any such future Awards or other grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of Shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationshipis voluntary;
(e) you are voluntarily participating in the Planvalue of this Award is an extraordinary item which is outside the scope of the Participant’s employment contract, if any;
(f) the this Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, including without limitation, limitation for calculating any benefits, severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, welfare, insurance, 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, your Employer or any Affiliatepayments;
(hg) the future value of the shares of Stock underlying the Shares subject to this Award is unknown, indeterminable unknown and cannot be predicted with certaintycertainty and if the Participant exercises a vested Option, the value of the underlying Shares may increase or decrease;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(lh) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation fluctuation, where applicable, between your the Participant’s local currency and the U.S. United States dollar that may affect the value of the Award Option or of any amounts due to you the Participant pursuant to the settlement exercise of the Award Option or the subsequent sale of any shares of Stock Shares acquired upon settlement exercise;
(i) neither the Plan, this Award nor the issuance of Shares will (1) confer upon the Participant any right to continue in the employ of (or any other relationship with) the Employer, (2) alter in any way the Participant’s current Employment relationship with the Employer, or (3) limit in any respect the right of the Employer to terminate the Participant’s Employment or other relationship with the Employer;
(j) in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an Employment relationship with the Company; and furthermore, the grant of this Award will not be interpreted to form an employment contract with the Employer, the Company or any Affiliate. For the avoidance of doubt, language relating to termination for “Cause” or “not-for-Cause” pertains solely to the opportunity to be granted Awards and vest in or exercise the Option as provided in this Agreement, and does not require the Company of Employer to establish “Cause” for the termination of the Participant’s Employment;
(k) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercise of the Option resulting from termination of the Participant’s Employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and any Affiliate 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 this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
(l) in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active Employment or service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to vest in the Option after such termination, if any, will be measured by the date of termination of the Participant’s active Employment or service and will not be extended by any notice period mandated under local law; the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing service for purposes of the Option;
(m) neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and
(n) the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the Option.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Green Mountain Coffee Roasters Inc)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, to the extent permitted by the Plan;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsRestricted Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income from and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract, or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income from and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, 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, your Employer Company or any Affiliate;
(hi) the Award will not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award or the recoupment of any Shares acquired under the Plan resulting from a Termination (a) termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any applicable law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and and/or (b) the application of any recoupment policy as described in consideration Section 11.5 of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or any recovery or clawback policy otherwise required by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; andlaw;
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar United States Dollar that may affect the value of the this Award or of any amounts due to you pursuant to the issuance of Shares upon settlement of the this Award or the subsequent sale of any shares such Shares;
(m) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of Stock acquired upon settlement the same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; and
(n) for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any applicable laws in the country where you reside or providing services, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall determine when you are no longer actively employed and/or providing services for purposes of the Award (including whether you may still be considered actively employed and/or providing services while on a leave of absence).
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Seagate Technology Holdings PLC)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
, unless otherwise provided in the Plan and this Award Agreement; (b) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
; November 0000 XXX Standard-Employees (c) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
; (d) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationship;
relationship at any time; (e) you are voluntarily participating in the Plan;
Plan is voluntary; (f) the Stock Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute recurring or on-going compensation of compensation any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any; (g) and the Stock Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company or the Employer; (h) in the event Awardee is not an employee of the Company, your the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any Affiliate;
subsidiary or affiliate of the Company; (hi) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by , and the Committee Company makes no representation regarding such future value and is not responsible for any decrease in its sole discretion, a Termination of Service shall be effective from value or any foreign exchange fluctuations between Awardee’s local currency and the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
United States Dollar that may affect such value; (j) if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value; (k) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither by accepting the grant of this Stock Award through the methods described in Section 21 below, the Awardee and the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency agree that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement (including the Country-Specific Addendum), and the U.S. dollar Awardee acknowledges that may affect the value he or she agrees to accept November 0000 XXX Standard-Employees as binding, conclusive and final all decisions or interpretations of the Award or of Company and/or the External Administrator upon any amounts due to you pursuant questions relating to the settlement Plan and Award Agreement; (m) this Award Agreement is between the Awardee and the Company, and that the Awardee’s local employer is not a party to this Award Agreement; (n) Applicable Laws (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) of the country in which Awardee is residing or working at the time of grant or vesting of the Stock Award or the subsequent sale of shares may subject Awardee to additional procedural or regulatory requirements that Awardee solely is responsible for and must independently fulfill in relation to ownership or sale of such shares; (o) the ownership of shares or assets and the holding of a bank or brokerage account may subject Awardee to reporting requirements imposed by tax, banking, and/or other authorities in Awardee’s country, that Awardee solely is responsible for complying with such requirements, and that any cross-border cash remittance made to transfer of proceeds received upon the sale of shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require Awardee to provide to such entity certain information regarding the transaction; (p) the Company reserves the right to impose other requirements or terms and conditions (which may be set forth in but are not limited to the Country-Specific Addendum hereto) on Awardee’s participation in the Plan, the Stock Award and any shares of Stock acquired upon settlement thereunder, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the AwardPlan.
Appears in 1 contract
Samples: Stock Award Agreement
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Stock Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any;
(7) and the Stock Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company or the Employer;
(8) in the event Awardee is not an employee of the Company, your the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or affiliate of the Company;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by if Awardee accepts the Committee Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodvalue;
(j11) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k12) unless otherwise provided hereinby accepting the grant of this Stock Award through the methods described in Section 21 below, in the Awardee and the Company agree that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, and the Awardee acknowledges that he or by she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company in its discretion, and/or the External Administrator upon any questions relating to the Plan and Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyAgreement; and
(l13) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation Awardee acknowledges that this Award Agreement is between your local currency the Awardee and the U.S. dollar Company, and that may affect the value of the Awardee’s local employer is not a party to this Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardAgreement.
Appears in 1 contract
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e) you are voluntarily participating in the PlanPlan is voluntary;
(f) the Stock Award and the shares is an extraordinary item that does not constitute recurring or on-going compensation of Stock subject any kind for services of any kind rendered to the Award are not intended to replace any pension rights Company or compensationthe Employer, and which is outside the scope of Awardee’s employment contract, if any;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company, your Employer Company or any Affiliatethe Employer;
(h) in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by , and the Committee Company makes no representation regarding such future value and is not responsible for any decrease in its sole discretion, a Termination of Service shall be effective from value or any foreign exchange fluctuations between Awardee’s local currency and the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodUnited States Dollar that may affect such value;
(j) if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;
(k) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(kl) unless otherwise provided hereinby accepting the grant of this Stock Award through the methods described in Section 21 below, in the Awardee and the Company agree that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement (including the Country-Specific Addendum), and the Awardee acknowledges that he or by she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company in its discretion, and/or the External Administrator upon any questions relating to the Plan and Award Agreement;
(m) this Award Agreement is between the Awardee and the benefits evidenced by Company, and that the Awardee’s local employer is not a party to this Agreement do not create Award Agreement;
(n) Applicable Laws (including any entitlement to have the Award rules or any such benefits transferred toregulations governing securities, foreign exchange, tax, labor or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock other matters) of the Company; and
(l) neither country in which Awardee is residing or working at the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value time of grant or vesting of the Award or of any amounts due to you pursuant to the settlement of the Stock Award or the subsequent sale of shares may subject Awardee to additional procedural or regulatory requirements that Awardee solely is responsible for and must independently fulfill in relation to ownership or sale of such shares;
(o) the ownership of shares or assets and the holding of a bank or brokerage account may subject Awardee to reporting requirements imposed by tax, banking, and/or other authorities in Awardee’s country, that Awardee solely is responsible for complying with such requirements, and that any cross-border cash remittance made to transfer of proceeds received upon the sale of shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require Awardee to provide to such entity certain information regarding the transaction;
(p) the Company reserves the right to impose other requirements or terms and conditions (which may be set forth in but are not limited to the Country-Specific Addendum hereto) on Awardee’s participation in the Plan, the Stock Award and any shares of Stock acquired upon settlement thereunder, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the AwardPlan.
Appears in 1 contract
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliatepayments;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
; (k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In By entering into this Agreement and accepting the Award, you acknowledge, understand and agree the Participant acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any timetime as provided in the Plan;
(b) the grant of the this Award is exceptional, voluntary and occasional a discretionary one-time benefit and does not create any contractual or other right to receive future grants of Restricted Stock Units, awards or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the pastawards;
(c) all decisions determinations with respect to any such future Awards or other grants, including, but not limited to, the times when awards will be granted, the form of awards, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationshipis voluntary;
(e) you are voluntarily participating in the Planvalue of this Award is an extraordinary item which is outside the scope of the Participant’s employment contract, if any;
(f) the this Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, including without limitation, limitation for calculating any benefits, severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, welfare, insurance, 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, your Employer or any Affiliatepayments;
(hg) the future value of the shares of Stock underlying the Shares subject to this Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(lh) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation fluctuation, where applicable, between your the Participant’s local currency and the U.S. United States dollar that may affect the value of the Award PSUs or of any amounts due to you the Participant pursuant to the settlement of the Award Earned Stock Units or the subsequent sale of any shares of Stock Shares acquired upon settlement settlement;
(i) neither the Plan, this Award nor the issuance of the Shares will (1) confer upon the Participant any right to continue in the employ of (or any other relationship with) the Employer, (2) alter in any way the Participant’s current Employment relationship with the Employer, or (3) limit in any respect the right of the Employer to terminate the Participant’s Employment or other relationship with the Employer, at any time;
(j) in the event that the Participant is not a direct employee of the Company, the grant of this Award will not be interpreted to form an Employment relationship with the Company; and furthermore, the grant of this Award will not be interpreted to form an employment contract with the Employer, the Company or any Affiliate. For the avoidance of doubt, language relating to termination for “Cause” or “not-for-Cause” pertains solely to the opportunity to be granted PSUs and to vest and earn the PSUs as provided in this Agreement, and does not require the Company or the Employer to establish “Cause” for the termination of the Participant’s Employment;
(k) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the PSUs or diminution in value of the PSUs or Shares acquired upon vesting of the Earned Stock Units resulting from termination of the Participant’s Employment or service (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and any Affiliate 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 this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
(l) in the event of termination of the Participant’s Employment or service (whether or not in breach of local labor laws), the Participant’s right to receive the PSUs and vest in the Earned Stock Units under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active Employment or service would not include a period of “garden leave” or similar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing service for purposes of the PSUs;
(m) neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and
(n) the Participant is hereby advised to consult with the Participant’s personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan or the PSUs.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Green Mountain Coffee Roasters Inc)
Nature of the Award. In Neither the grant of the Option nor anything else contained in this Agreement shall be deemed to limit or restrict the right of the Employing Company to terminate the Participant’s employment at any time, for any reason, with or without cause. Further, by accepting this Option, the Award, you acknowledge, understand and agree Participant acknowledges that:
(a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Corporation at any time, to the extent permitted by its terms;
(b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsoptions, or benefits in lieu of Restricted Stock Unitsoptions, even if Restricted Stock Units options have been granted in the past;
(c) all decisions with respect to future Awards or other option grants, if any, will be at the sole discretion of the CompanyCommittee or its delegee, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Awardas applicable;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are Participant is voluntarily participating in the Plan;
(fe) the Award Option and the shares of Common Stock subject to the Award Option are extraordinary items which do not intended to replace constitute compensation of any pension rights or compensation;
(g) the Award, the shares kind for services of Stock subject any kind rendered to the Award Corporation or to the Employing Company, and the income and value of the same, is an extraordinary item of compensation which are outside the scope of your employment (and the Participant’s employment contract, if any;
f) the Option and is the shares of Common Stock subject to the Option are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, 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, your Employer Corporation or the Employing Company or any AffiliateSubsidiary or affiliate of the Corporation;
(g) the Option and the shares of Common Stock subject to the Option are not intended to replace any pension rights or compensation;
h) the grant of the Option will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Subsidiary or affiliate of the Corporation;
i) the future value of the shares of Common Stock underlying the Award Option is unknown, indeterminable and cannot be predicted with certainty; if the underlying shares do not increase in value, the Option will have no value. If Participant exercises the Option and obtains shares of Common Stock, the value of the shares acquired upon exercise may increase or decrease in value, even below the exercise price;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award Option resulting from a any Termination of Service the Participant’s employment by the Corporation or the Employing Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where you are employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award Option to which you are the Participant is not otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Corporation or the Employing Company, your Employer waives his or any Affiliate, waive your her ability, if any, to bring any such claim, and release releases the Company, Corporation and the Employer and all Affiliates Employing Company 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of shares of Common Stock pursuant to the exercise of the Option;
l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Participant’s participation in the Plan or the Participant’s purchase or sale of the shares of Common Stock underlying the Option;
m) the Participant is hereby axxxxxx to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan;
n) unless otherwise provided herein, in the Plan or by the Company Corporation in its discretion, the Award Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Corporation; and
o) the following provisions apply only if the Participant is providing services outside the United States:
(i) the Option and the shares of Common Stock subject to the Option are not part of the Companynormal or expected compensation or salary for any purpose; and
(lii) the Participant acknowledges and agrees that neither the Corporation nor the Employing Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your the local currency and the U.S. dollar United States Dollar that may affect the value of the Award Option or of any amounts due to you the Participant pursuant to the settlement exercise of the Award Option or the subsequent sale of any shares of Common Stock acquired upon settlement of the Awardexercise.
Appears in 1 contract
Samples: Non Qualified Stock Option Grant Agreement (United States Steel Corp)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsRestricted Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and any Shares subject to the shares Award are an extraordinary item that does not constitute compensation of Stock any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract, or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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, your Employer Company or any Affiliate;
(hi) the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not such termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), invalid) and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer Company or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer Company and all its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Companyclaims; and
(l) neither for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company nor or an Affiliate, as applicable; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any Affiliate employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall be liable determine when you are no longer actively employed for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value purposes of the Award or (including whether you may still be considered actively employed while on a leave of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardabsence).
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Seagate Technology PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer Company or any Affiliate;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsRestricted Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract, or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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, your Employer Company or any Affiliate;
(hi) the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(kl) unless otherwise provided herein, in agreed with the Plan or by the Company in its discretionCompany, the Award and the benefits evidenced by this Agreement do Shares subject to the Award, and the income and value of the same, are not create any entitlement to have the Award or any such benefits transferred togranted as consideration for, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting with, the shares service you may provide as a director of Stock an Affiliate of the Company; and
(lm) neither for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company nor or an Affiliate, as applicable; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any Affiliate employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall be liable determine when you are no longer actively employed for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value purposes of the Award or (including whether you may still be considered actively employed while on a leave of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardabsence).
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Seagate Technology PLC)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a1) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b2) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;
(c3) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d4) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e5) you are voluntarily participating in the PlanPlan is voluntary;
(f6) the Stock Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment (and Awardee’s employment contract, if any;
(7) and the Stock Award is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company or the Employer;
(8) in the event Awardee is not an employee of the Company, your the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any Affiliatesubsidiary or affiliate of the Company;
(h9) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i10) unless otherwise determined by in consideration of the Committee in its sole discretiongrant of the Stock Award, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l12) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation Awardee acknowledges that this Award Agreement is between your local currency the Awardee and the U.S. dollar Company, and that may affect the value of the Awardee’s local employer is not a party to this Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the AwardAgreement.
Appears in 1 contract
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Share Units, or benefits in lieu of Restricted Stock Share Units, even if Restricted Stock Share Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsRestricted Share Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract, or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, 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, your Employer Company or any Affiliate;
(hi) the Award will not be interpreted to form or amend an employment or service contract or relationship with the Company or any Affiliate; (j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar United States Dollar that may affect the value of the this Award or of any amounts due to you pursuant to the issuance of Shares upon settlement of the this Award or the subsequent sale of any shares such Shares;
(m) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of Stock acquired upon settlement the same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate of the Company; and
(n) for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company or an Affiliate, as applicable; your right, if any, to vest in the Restricted Share Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall determine when you are no longer actively employed for purposes of the Award (including whether you may still be considered actively employed while on a leave of absence).
Appears in 1 contract
Samples: Restricted Share Unit Agreement (Seagate Technology Holdings PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Performance Units, or benefits in lieu of Restricted Stock Performance Units, even if Restricted Stock Performance Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsPerformance Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time;
(f) the Award and any Shares subject to the shares Award are an extraordinary item that does not constitute compensation of Stock any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment or service contract, if any;
(g) the Award and any Shares subject to the Award are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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, your the Employer or any Affiliate;
(hi) in the event that you are not an employee of the Company, the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; and furthermore, your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Employer or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not such termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits from the Employer, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), invalid) and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer Company or any Affiliatethe Employer, waive your ability, if any, to bring any such claim, and release the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Companyclaims; and
(l) neither for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and providing services to the Company nor or an Affiliate; your right, if any, to vest in the Performance Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any Affiliate employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits from the Employer, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits from the Employer (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall be liable determine when you are no longer actively employed for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value purposes of the Award or (including whether you may still be considered actively employed while on a leave of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardabsence).
Appears in 1 contract
Samples: Executive Performance Unit Agreement (Seagate Technology PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Performance Units, or benefits in lieu of Restricted Stock Performance Units, even if Restricted Stock Performance Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsPerformance Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and the shares of Stock any Shares subject to the Award, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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, your Employer or any Affiliate;
(hi) the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not the termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;and
(kl) unless otherwise provided herein, in agreed with the Plan or by the Company in its discretionCompany, the Award and the benefits evidenced by this Agreement do Shares subject to the Award, and the income and value of the same, are not create any entitlement to have the Award or any such benefits transferred togranted as consideration for, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting with, the shares service you may provide as a director of Stock an Affiliate of the Company; and
(lm) neither for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company nor or an Affiliate, as applicable; your right, if any, to vest in the Performance Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any Affiliate employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall be liable determine when you are no longer actively employed for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value purposes of the Award or (including whether you may still be considered actively employed while on a leave of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardabsence).
Appears in 1 contract
Samples: Executive Performance Unit Agreement (Seagate Technology PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Performance Units, or benefits in lieu of Restricted Stock Performance Units, even if Restricted Stock Performance Units have been granted awarded repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsPerformance Unit awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(e) your participation in the Plan will not create a right to employment and shall not interfere with the ability of the Company or any Affiliate to terminate your Continuous Service at any time;
(f) the Award and any Shares subject to the shares Award are an extraordinary item that does not constitute compensation of Stock any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment or service contract or consulting arrangement, if any;
(g) the Award and any Shares subject to the Award are not intended to replace any pension rights or compensation;
(gh) the Award, the shares of Stock Award and any Shares subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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, your Employer or any Affiliate;
(hi) the Award will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate;
(j) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination termination of your Continuous Service (regardless of the reason for any reason whatsoever, the termination and whether or not such termination is in breach of any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), invalid) and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer Company or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer Company and all its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Companyclaims; and
(l) neither for purposes of the Award, your Continuous Service will be considered terminated as of the date you are no longer actively employed by and/or providing services to the Company nor or an Affiliate, as applicable; your right, if any, to vest in the Performance Units under the Plan after termination of Continuous Service (regardless of whether the termination is in breach of any Affiliate employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits, and whether or not such termination is later found to be invalid) will be measured by the date you cease to be actively employed and/or actively providing services and will not be extended by any notice period mandated under any employment law in the country where you reside, even if such law is otherwise applicable to your employment benefits (e.g., active employment would not include a period of “garden leave” or similar period); the Committee, in its sole discretion, shall be liable determine when you are no longer actively employed for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value purposes of the Award or (including whether you may still be considered actively employed while on a leave of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardabsence).
Appears in 1 contract
Samples: Executive Performance Unit Agreement (Seagate Technology PLC)
Nature of the Award. In accepting the Award, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsPerformance Shares, or benefits in lieu of Restricted Stock UnitsPerformance Shares, even if Restricted Stock Units Performance Shares have been granted in the past;
(c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares of Stock subject to the Award, and the vesting earning provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your employment or service relationship;
(e) you are voluntarily participating in the Plan;
(f) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 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, your Employer or any Affiliate;
(h) the future value of the shares of Stock underlying the Award is unknown, indeterminable and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and
(l) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.welfare
Appears in 1 contract
Samples: Performance Share Award Agreement (Walgreens Boots Alliance, Inc.)
Nature of the Award. In accepting the Award, you acknowledgethe Participant acknowledges, understand understands and agree agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, to the extent permitted by the Plan;
(b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsRSUs, or benefits in lieu of Restricted Stock UnitsRSUs, even if Restricted Stock Units RSUs have been granted in the past;
(c) all decisions with respect to future Awards RSUs or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company Employer, the Company, or any Affiliate Affiliate, and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your the Participant’s employment or service relationshiprelationship (if any);
(e) you unless otherwise agreed with the Company, the Award, 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;
(fg) the Award and the shares of Stock any payment subject to the Award Award, and the income and value of same, are not intended to replace any pension rights or compensation;
(gh) the Award and any payment subject to the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is 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 and in no event should be considered as compensation for, or relating in any way to, past services for the Company, your Employer or any Affiliatepayments;
(hi) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable indeterminable, and cannot be predicted with certainty;
(i) unless otherwise determined by the Committee in its sole discretion, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from a Termination the termination of Service the Participant’s employment (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of the Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against the Company, your Employer the Employer, or any Affiliate, waive your waives his or her ability, if any, to bring any such claim, and release releases the Company, the Employer Employer, and all Affiliates 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, you the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) unless otherwise provided hereinin the Plan, in the Plan this Agreement, or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the CompanyCommon Stock; and
(l) neither the Company Company, the Employer, nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your the Participant’s local currency and the U.S. dollar United States Dollar that may affect the value of the Award or of any amounts due to you the Participant pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Award.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (CDK Global, Inc.)
Nature of the Award. In By accepting the this Stock Award, you acknowledge, understand and agree Awardee acknowledges that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time, unless otherwise provided in the Plan and this Award Agreement;
(b) the grant of the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock UnitsAward, or benefits in lieu of Restricted Stock UnitsAwards, even if Restricted Stock Units Awards have been granted repeatedly in the past;; November 0000 XXX Standard-Employees
(c) all decisions with respect to future Awards or other Stock Award grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Awardee’s employment or service relationshiprelationship at any time;
(e) you are voluntarily participating in the PlanPlan is voluntary;
(f) the Stock Award and the shares is an extraordinary item that does not constitute recurring or on-going compensation of Stock subject any kind for services of any kind rendered to the Award are not intended to replace any pension rights Company or compensationthe Employer, and which is outside the scope of Awardee’s employment contract, if any;
(g) the Award, the shares of Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-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 to the Company, your Employer Company or any Affiliatethe Employer;
(h) in the event Awardee is not an employee of the Company, the Stock Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Stock Award will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company;
(i) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(i) unless otherwise determined by , and the Committee Company makes no representation regarding such future value and is not responsible for any decrease in its sole discretion, a Termination of Service shall be effective from value or any foreign exchange fluctuations between Awardee’s local currency and the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination periodUnited States Dollar that may affect such value;
(j) if Awardee accepts the Stock Award and obtains shares of Common Stock, the value of those shares of Common Stock acquired may increase or decrease in value;
(k) in consideration of the grant of the Stock Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Award or diminution in value of the Stock Award or shares of Common Stock acquired under the Stock Award resulting from a Termination termination of Service (for any reason whatsoever, whether Awardee’s employment by the Company or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates Awardee irrevocably releases the Company and the Employer from any such claimclaim that may arise; 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 this Award Agreement, you Awardee shall be deemed irrevocably to have agreed not waived Awardee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(kl) unless otherwise provided hereinby accepting the grant of this Stock Award through the methods described in Section 21 below, in the Awardee and the Company agree that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement (including the Country-Specific Addendum), and the Awardee acknowledges that he or by she agrees to accept November 0000 XXX Standard-Employees as binding, conclusive and final all decisions or interpretations of the Company in its discretion, and/or the External Administrator upon any questions relating to the Plan and Award Agreement;
(m) this Award Agreement is between the Awardee and the benefits evidenced by Company, and that the Awardee’s local employer is not a party to this Agreement do not create Award Agreement;
(n) Applicable Laws (including any entitlement to have the Award rules or any such benefits transferred toregulations governing securities, foreign exchange, tax, labor or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock other matters) of the Company; and
(l) neither country in which Awardee is residing or working at the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value time of grant or vesting of the Award or of any amounts due to you pursuant to the settlement of the Stock Award or the subsequent sale of shares may subject Awardee to additional procedural or regulatory requirements that Awardee solely is responsible for and must independently fulfill in relation to ownership or sale of such shares;
(o) the ownership of shares or assets and the holding of a bank or brokerage account may subject Awardee to reporting requirements imposed by tax, banking, and/or other authorities in Awardee’s country, that Awardee solely is responsible for complying with such requirements, and that any cross-border cash remittance made to transfer of proceeds received upon the sale of shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require Awardee to provide to such entity certain information regarding the transaction;
(p) the Company reserves the right to impose other requirements or terms and conditions (which may be set forth in but are not limited to the Country-Specific Addendum hereto) on Awardee’s participation in the Plan, the Stock Award and any shares of Stock acquired upon settlement thereunder, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the AwardPlan.
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Nature of the Award. In accepting the Award, you acknowledge, understand Grantee acknowledges and agree agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company, in its sole discretion, Company at any time;
(b) the grant Award of the Award Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Unitsrestricted stock units, or benefits in lieu of Restricted Stock Unitsrestricted stock units, even if Restricted Stock Units restricted stock units have been granted repeatedly in the past;
(c) all decisions with respect to future Awards or other grantsgrants of restricted stock units, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the Award, the number of shares subject to the Award, and the vesting provisions applicable to the Award;
(d) the Award and your Grantee’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company or any Affiliate Employer and shall not interfere with the ability of the Company, your Employer or an Affiliate, as applicable, to terminate your Grantee’s employment or service relationshiprelationship at any time;
(e) you are Grantee is voluntarily participating in the Plan;
(f) the Award Restricted Stock Units and the shares of Common Stock subject to the Award Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Grantee’s employment contract, if any;
(g) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(gh) the Award, Restricted Stock Units and the shares of Common Stock subject to the Award and the income and value of the same, is an extraordinary item of compensation outside the scope of your employment (and employment contract, if any) and is Restricted Stock Units are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, your Employer Company or any Affiliatethe Employer;
(hi) the Award of Restricted Stock Units and Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or the Employer;
(j) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty;
(ik) unless otherwise determined by in consideration of the Committee in its sole discretionAward of the Restricted Stock Units, a Termination of Service shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock Units resulting from a Termination termination of Grantee’s Continuous Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Grantee irrevocably releases the jurisdiction where you are employed or the terms of your employment agreement, if any), Company and in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, your Employer or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, you Grantee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(kl) unless otherwise provided herein, in the Plan event of termination of Grantee’s Continuous Service (whether or not in breach of local labor laws), Grantee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law), and the Company in its discretion, Administrator shall have the exclusive discretion to determine when Grantee is no longer actively employed for purposes of the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Restricted Stock of the CompanyUnits; and
(lm) neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency Restricted Stock Units and the U.S. dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the Award a merger, take-over or transfer of any amounts due to you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement of the Awardliability.
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Samples: Restricted Stock Unit Award Agreement (Emulex Corp /De/)
