Common use of Nature of the Grant Clause in Contracts

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 9 contracts

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp), Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp), Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

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Nature of the Grant. In accepting the mPRSUsAward, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs the Units is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsUnits, or benefits in lieu of mPRSUs Units, even if mPRSUs Units have been awarded repeatedly granted in the past; (c) all decisions with respect to future grants of mPRSUsUnits or other grants, if any, will be at the sole discretion of the Company; (d) the Units grant and the Participant’s participation in the Plan is voluntaryshall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant’s employment or service relationship (if any); (e) the mPRSUs Participant is voluntarily participating in the Plan; (f) the Units and the Shares subject to the Units are outside not intended to replace any pension rights or compensation; (g) the scope Units and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Participant’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment contract, if any), and in consideration of the grant of the Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (fj) unless otherwise provided in the Plan or determined by the Company in its discretion, the Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (k) the mPRSUs following provisions apply only if the Participant is providing services outside the United States: (i) the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; and (gii) in the event that the Participant is not an employee of acknowledges and agrees that neither the Company, the grant of Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the mPRSUs will not be interpreted to form an employment contract or relationship with Participant’s local currency and the Company; and furthermore, United States Dollar that may affect the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if Units or of any amounts due to the Participant receives Shares upon vesting pursuant to the settlement of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company Units or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claimShares acquired upon settlement.

Appears in 6 contracts

Samples: Performance Stock Units Grant Notice and Global Psu Award Agreement (Silicon Laboratories Inc.), Market Stock Units Grant Notice and Global Market Stock Units Award Agreement (Silicon Laboratories Inc), Performance Stock Units Grant Notice and Global Psu Award Agreement (Silicon Laboratories Inc)

Nature of the Grant. In Nothing herein shall be construed as giving the Grantee 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 Grantee. Further, by accepting the mPRSUsthis grant of RSUs, the Participant Grantee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs, even if mPRSUs RSUs have been awarded granted repeatedly in the past; (cb) all decisions with respect to future grants of mPRSUsRSU grants, if any, will be at the sole discretion of the CompanyCommittee; (c) the Grantee is voluntarily participating in the Plan; d) the Participant’s participation in RSUs and the Plan is voluntary; (e) Shares subject to the mPRSUs RSUs are extraordinary items which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the scope of the ParticipantGrantee’s employment contract, if any; (fe) the mPRSUs RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, dismissal, redundancy, end of end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (f) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermoreCorporation, the grant Employing Company or any Subsidiary or affiliate of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related EntityCorporation; (h) the future value of the Shares underlying Shares the RSUs is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the ParticipantGrantee’s Service to employment by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local applicable labor laws) and the Participant Grantee irrevocably releases the Company Corporation and the Employer Employing Company 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, arisen then, by signing accepting this Agreementgrant of RSUs, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim; j) it is the Grantee’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; k) 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 Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; and l) the Grantee 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.

Appears in 5 contracts

Samples: Restricted Stock Unit Grant Agreement, Restricted Stock Unit Grant Agreement (United States Steel Corp), Restricted Stock Unit Grant Agreement (United States Steel Corp)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsoptions, or benefits in lieu of mPRSUs options even if mPRSUs options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) the mPRSUs Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs the Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 4 contracts

Samples: Nonstatutory Stock Option Award Agreement (Lam Research Corp), Nonstatutory Stock Option Award Agreement, Nonstatutory Stock Option Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) b. the grant of mPRSUs XXXx is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsXXXx, or benefits in lieu of mPRSUs XXXx even if mPRSUs XXXx have been awarded repeatedly in the past; (c) c. all decisions with respect to future grants of mPRSUsXXXx, if any, will be at the sole discretion of the Company; (d) d. the Participant’s participation in the Plan is voluntary; e. the Participant’s participation in the Plan will not create a right to further employment with the Company or the Participant’s actual employer (ethe “Employer”) and shall not interfere with the mPRSUs ability of the Employer to terminate Participant’s service at any time with or without cause; x. XXXx are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and XXXx are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs x. XXXx are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) h. in the event that the Participant is not an employee of the Company, the grant of the mPRSUs XXXx will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs XXXx will not be interpreted to form an employment contract with the Employer or any Related EntitySubsidiary or Affiliate of the Company; (h) i. the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) j. if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of XXXx may increase or decrease in value;; and (j) k. in consideration of the grant of the mPRSUsXXXx, no claim or entitlement to compensation or damages arises from termination of the mPRSUs XXXx or diminution in value of the mPRSUs XXXx or Shares received upon vesting of mPRSUs XXXx resulting from termination Termination of the Participant’s Service to service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 4 contracts

Samples: Performance Based Restricted Stock Unit Award Agreement (Symantec Corp), Performance Based Restricted Stock Unit Award Agreement (Symantec Corp), Performance Based Restricted Stock Unit Award Agreement (Symantec Corp)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 4 contracts

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp), Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp), Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsthis Agreement, the Participant Grantee acknowledges that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (bii) the grant of mPRSUs the Units is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsUnits, or benefits in lieu of mPRSUs Units, even if mPRSUs Units have been awarded repeatedly in the past; (ciii) all decisions with respect to future grants of mPRSUsUnits, if any, will be at the sole discretion of the Company; (div) the ParticipantGrantee’s participation in the Plan is voluntary; (ev) Units are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs Company or any Subsidiary, and Units are outside the scope of the ParticipantGrantee’s employment contract, if any; (fvi) the mPRSUs Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hvii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (iviii) if the Participant receives Shares upon vesting of the mPRSUs, the value of such the Shares acquired upon settlement of the Units may increase or decrease in value;; and (jix) in consideration of the grant of the mPRSUsUnits, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Units or diminution in value of the mPRSUs Units or Shares received acquired upon vesting settlement of mPRSUs the Units resulting from termination of the ParticipantGrantee’s Service to employment by the Company or the Employer any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) ), and the Participant Grantee irrevocably releases the Company and the Employer each Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 4 contracts

Samples: Performance Based Restricted Stock Unit Agreement (Smith International Inc), Restricted Stock Unit Agreement (Smith International Inc), Restricted Stock Unit Agreement (Smith International Inc)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless except to the extent otherwise provided in the Plan and this Agreement;. (b) the The grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past;. (c) all All decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company;. (d) the The Participant’s participation in the Plan is voluntary;. (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtimewage payment, severance, resignation, termination, redundancy, or other end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Participant’s employer or arising under any employment agreement. (f) No voting or dividend or distribution rights apply with respect to the RSUs. (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the The future value of the underlying Shares is unknown and cannot be predicted with certainty;. (ih) if If the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value;. (ji) in In consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to employment by the Company or the Employer Participant’s employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) If the Participant ceases to be an employee (whether or not in breach of local labor laws), the Participant’s right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed by the Company 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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Plan.

Appears in 4 contracts

Samples: Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs Company or to the Participant’s employer, and RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Participant’s employer; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ih) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value; (ji) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to employment by the Company or the Employer Participant’s employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (j) further, if the Participant ceases to be a employee (whether or not in breach of local labor laws), the Participant’s right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed by the Company 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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Plan.

Appears in 4 contracts

Samples: Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless except to the extent otherwise provided in the Plan and this Agreement;. (b) the The grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past;. (c) all All decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company;. (d) the The Participant’s participation in the Plan is voluntary;. (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtimewage payment, severance, resignation, termination, redundancy, or other end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Participant’s employer or arising under any employment agreement. (f) No voting or dividend or distribution rights apply with respect to the RSUs. (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the The future value of the underlying Shares is unknown and cannot be predicted with certainty;. (ih) if If the Participant receives Shares upon vesting of the mPRSUsand settlement, the value of such Shares acquired on vesting and settlement of RSUs may increase or decrease in value;. (ji) in In consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting and settlement of mPRSUs RSUs resulting from termination of the Participant’s Service to employment by the Company or the Employer Participant’s employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Other than as otherwise provided in Section 2 of this Agreement, if the Participant ceases to be an employee (whether or not in breach of local labor laws), the Participant’s right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed by the Company 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); the Company shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Plan, subject to Section 409A.

Appears in 4 contracts

Samples: Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUsOption and by execution of this Agreement, the Participant Optionee acknowledges that: (a) the The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan and this Agreement;Plan. (b) the The grant of mPRSUs the Option is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOption grants, or benefits in lieu of mPRSUs Option grants, even if mPRSUs Option grants have been awarded granted repeatedly in the past;. (c) all All decisions with respect to future grants of mPRSUsOption grants, if any, will be at the sole discretion of the Company;. (d) the Participant’s participation Optionee is voluntarily participating in the Plan is voluntary;Plan. (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are The Option grant is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company. (gf) in In the event that the Participant Optionee is not an employee of the Company, the grant of the mPRSUs Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity;. (hg) the The future value of the underlying Shares Common Stock is unknown and cannot be predicted with certainty; (i) certainty and if the Participant receives Shares upon vesting Option vests and Optionee exercises the Option in accordance with the terms of the mPRSUsthis Agreement and is issued Purchased Shares, the value of such Shares those shares may increase or decrease in value;decrease. (jh) in In consideration of the grant of the mPRSUsOption, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs Option or diminution in value of the mPRSUs Option or Purchased Shares received acquired upon vesting exercise of mPRSUs the Option resulting from termination of the ParticipantOptionee’s Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer its Subsidiaries, and their respective directors, officers, employees and agents, 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 acceptance of the Option and execution of this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. (i) The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s purchase or sale of the underlying Option Shares. (j) Optionee 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 or the Option.

Appears in 4 contracts

Samples: Stock Option Agreement (Diffusion Pharmaceuticals Inc.), Stock Option Agreement (Diffusion Pharmaceuticals Inc.), Incentive Stock Option Agreement (RestorGenex Corp)

Nature of the Grant. In accepting the mPRSUsAward, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs the Restricted Stock Unit is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsRestricted Stock Units, or benefits in lieu of mPRSUs Restricted Stock Units, even if mPRSUs Restricted Stock Units have been awarded repeatedly granted in the past; (c) all decisions with respect to future grants of mPRSUsRestricted Stock Unit or other grants, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Unit grant and the Participant’s participation in the Plan is voluntaryshall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant’s employment or service relationship (if any); (e) the mPRSUs are outside Participant is voluntarily participating in the scope of the Participant’s employment contract, if anyPlan; (f) the mPRSUs Restricted Stock Unit and the Shares subject to the Restricted Stock Unit are not intended to replace any pension rights or compensation; (g) the Restricted Stock Unit and the Shares subject to the Restricted Stock Unit, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Unit resulting from the termination of the Participant’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Restricted Stock Unit to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) unless otherwise provided in the Plan or determined by the Company in its discretion, the Restricted Stock Unit and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Unit or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (k) the following provisions apply only if the Participant is providing services outside the United States: (i) the Restricted Stock Unit and the Shares subject to the Restricted Stock Unit are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; and (gii) in the event that the Participant is not an employee of acknowledges and agrees that neither the Company, the grant of Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the mPRSUs will not be interpreted to form an employment contract or relationship with Participant’s local currency and the Company; and furthermore, United States Dollar that may affect the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if Restricted Stock Unit or of any amounts due to the Participant receives Shares upon vesting pursuant to the settlement of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company Restricted Stock Unit or the Employer (for subsequent sale of any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claimShares acquired upon settlement.

Appears in 3 contracts

Samples: Restricted Stock Units Grant Notice and Global Restricted Stock Units Award Agreement, Restricted Stock Units Grant Notice and Global Restricted Stock Units Award Agreement (Silicon Laboratories Inc), Restricted Stock Units Grant Notice and Global Restricted Stock Units Award Agreement (Silicon Laboratories Inc)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsoptions, or benefits in lieu of mPRSUs options even if mPRSUs options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) the mPRSUs Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs the Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.the

Appears in 2 contracts

Samples: Nonstatutory Stock Option Award Agreement (Lam Research Corp), Nonstatutory Stock Option Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting By participating in the mPRSUsPlan and in exchange for receiving the LTI Grant, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsawards, or benefits in lieu of mPRSUs LTI Grants, even if mPRSUs LTI Grants have been awarded repeatedly made in the past; (c) all decisions with respect to future grants of mPRSUsLTI Grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs LTI Grant and the shares of Common Stock, and the income and value of same, subject to the LTI Grant are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs LTI Grant and the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, 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 any entity of the Mondelēz Group; and (i) the following provisions apply only if the Participant is providing services outside the United States: (i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (gii) in the event that the Participant is not an employee of neither the Company, the grant Employer nor any other member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Participant’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if LTI Grant or any shares of Common Stock delivered to the Participant receives Shares upon vesting of the mPRSUs, LTI Grant or of any proceeds resulting from the value Participant’s sale of such Shares may increase or decrease in value;shares; and (jiii) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs LTI Grant resulting from the failure to reach Performance Goals or termination of the Participant’s Service to employment or other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the jurisdiction where the Participant irrevocably releases is employed or the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms 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 claimemployment agreement, if any).

Appears in 2 contracts

Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.), Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsthe RSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp), Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp), Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsRestricted Share Units, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Restricted Share Units is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsgrants, or benefits in lieu of mPRSUs grants, even if mPRSUs grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsgrants, if any, will be at the sole discretion of the CompanyBoard; (d) the Participant’s participation Participant is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs Restricted Share Units are an extraordinary item that do 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 the Participant’s employment contractor consultancy agreement of his or her corporate mandate, if any; (f) the mPRSUs Restricted Share Units are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way, to past services for the Company or the Employer; (g) in the event that the Participant is not an employee of the Company, the grant of Restricted Share Units and the mPRSUs Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;; if the Participant’s Restricted Share Units never vest, the Participant will not be eligible to receive any Ordinary Shares; and (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRestricted Share Units, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs Restricted Share Units or diminution from any decrease in value of the mPRSUs Restricted Share Units or Ordinary Shares received upon vesting of mPRSUs that may be or have been acquired resulting from termination of the Participant’s Service to employment, consultancy or corporate mandate by or with the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Restricted Share Unit Agreement (uniQure N.V.), Restricted Share Unit Agreement (uniQure N.V.)

Nature of the Grant. In accepting By participating in the mPRSUsPlan and in exchange for receiving the LTI Grant, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsawards, or benefits in lieu of mPRSUs LTI Grants, even if mPRSUs LTI Grants have been awarded repeatedly made in the past; (c) all decisions with respect to future grants of mPRSUsLTI Grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs LTI Grant and the shares of Common Stock, and the income and value of same, subject to the LTI Grant are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs LTI Grant and the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, 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 any entity of the Mondelēz Group; (i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration neither the Company, the Employer nor any other member of the grant Mondelēz Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the mPRSUs, LTI Grant or any shares of Common Stock delivered to the Participant upon vesting of the LTI Grant or of any proceeds resulting from the Participant’s sale of such shares; and (k) no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs LTI Grant resulting from the failure to reach Performance Goals or termination of the Participant’s Service to employment or other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the jurisdiction where the Participant irrevocably releases is employed or the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms 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 claimemployment agreement, if any).

Appears in 2 contracts

Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.), Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment service contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer Company or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp), Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that:: Version 3 (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsoptions, or benefits in lieu of mPRSUs options even if mPRSUs options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) the mPRSUs Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs the Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Nonstatutory Stock Option Award Agreement (Lam Research Corp), Nonstatutory Stock Option Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s 's participation in the Plan is voluntary; (e) RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs Company or to the Participant's employer, and RSUs are outside the scope of the Participant’s 's employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Participant's employer; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ih) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value; (ji) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to 's employment by the Company or the Employer Participant's employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (j) further, if the Participant ceases to be an employee (whether or not in breach of local labor laws), the Participant's right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed by the Company 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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Plan.

Appears in 2 contracts

Samples: Time Based Restricted Stock Unit Agreement (MKS Instruments Inc), Performance Based Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUsDeferred Stock Units, the Participant acknowledges Employee acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsGrants, or benefits in lieu of mPRSUs Deferred Stock Units, even if mPRSUs Deferred Stock Units have been awarded repeatedly granted in the past; (c) all decisions with respect to future grants of mPRSUsGrants, if any, will be at the sole discretion of the CompanyCommittee; (d) the ParticipantEmployee’s participation in the Plan is voluntary; (e) the mPRSUs Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the Deferred Stock Units and the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group; (i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; (k) the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (gl) in the event that the Participant is not an employee of neither the Company, the grant Employer nor any member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Employee’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if Deferred Stock Units or any shares of Common Stock delivered to the Participant receives Shares Employee upon vesting of the mPRSUs, Deferred Stock Units or of any proceeds resulting from the value Employee’s sale of such Shares may increase or decrease in value;shares; and (jm) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises shall arise from forfeiture of the Deferred Stock Units resulting from the termination of the mPRSUs Employee’s employment or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the Participant irrevocably releases jurisdiction where the Company and Employee is employed or the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms 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 claimemployment agreement, if any).

Appears in 2 contracts

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.), Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOptions, or benefits in lieu of mPRSUs Options even if mPRSUs Options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsOptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) Options that do not constitute compensation of any kind for services rendered to the mPRSUs Company or to the Employer, and Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Nonstatutory Stock Option Agreement (Lam Research Corp), Nonstatutory Stock Option Agreement (Lam Research Corp)

Nature of the Grant. In Nothing herein shall be construed as giving the Grantee 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 Grantee. Further, by accepting the mPRSUsthis grant of RSUs, the Participant Grantee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs, even if mPRSUs RSUs have been awarded granted repeatedly in the past; (cb) all decisions with respect to future grants of mPRSUsRSU grants, if any, will be at the sole discretion of the CompanyCommittee; (c) the Grantee is voluntarily participating in the Plan; d) the Participant’s participation in RSU is an extraordinary item which does not constitute compensation of any kind for services of any kind rendered to the Plan Corporation or to the Employing Company, and which is voluntary; (e) the mPRSUs are outside the scope of the ParticipantGrantee’s employment contract, if any; (fe) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (gf) in the event that the Participant Employing Company is not an employee of the CompanyCorporation, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the CompanyCorporation; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related EntityEmploying Company; (hg) the future value of the Shares underlying Shares the RSUs is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (jh) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting forfeiture of mPRSUs the RSUs resulting from termination of the ParticipantGrantee’s Service to employment by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local applicable labor laws) and the Participant Grantee irrevocably releases the Company Corporation and the Employer Employing Company 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, arisen then, by signing accepting this Agreementgrant of RSUs, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim; i) it is the Grantee’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; j) 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 Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; and k) the Grantee 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.

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 Grant. In accepting the mPRSUsDeferred Stock Units, the Participant acknowledges Employee acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs Grant is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsGrants, or benefits in lieu of mPRSUs Deferred Stock Units, even if mPRSUs Deferred Stock Units have been awarded repeatedly granted in the past; (c) all decisions with respect to future grants of mPRSUsGrants, if any, will be at the sole discretion of the CompanyCommittee; (d) the ParticipantEmployee’s participation in the Plan is voluntary; (e) the mPRSUs Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs Grant and the shares of Common Stock subject to the Deferred Stock Units and the income and the value of the same are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Deferred Stock Units resulting from the termination of the Employee’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of his or her employment agreement, if any), and in consideration of the Grant to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Mondelēz Group, waives his or her ability, if any, to bring any such claim, and releases the Mondelēz Group from any such claims. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) the Employee is hereby advised to consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and (k) the following provisions apply only if the Employee is providing services outside the United States: (A) the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; and (gB) in the event that the Participant is not an employee of neither the Company, the grant Employer nor any member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Employee’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if Deferred Stock Units or any shares of Common Stock delivered to the Participant receives Shares Employee upon vesting of the mPRSUs, Deferred Stock Units or of any proceeds resulting from the value Employee’s sale of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claimshares.

Appears in 2 contracts

Samples: Global Deferred Stock Unit Agreement, Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of the Grant. In By entering into this Agreement and accepting the mPRSUsgrant of an Option evidenced hereby, the Participant Optionee acknowledges that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, time unless otherwise provided in the Plan and this Agreement; ; (bii) the grant of mPRSUs the Option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsoptions, or benefits in lieu of mPRSUs options, even if mPRSUs options have been awarded repeatedly granted in the past; ; (ciii) all decisions with respect to future grants of mPRSUsgrants, if any, will be at the sole discretion of the Company; ; (div) Optionee’s participation in the ParticipantPlan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time; (v) Optionee’s participation in the Plan is voluntary; ; (evi) the mPRSUs Option and the Shares subject to the Option, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the ParticipantOptionee’s employment contract, if any; ; (fvii) the mPRSUs Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, purpose including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments; (g) payments and in the no event that the Participant is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the grant Employer or any Parent, Subsidiary or Affiliate; (viii) the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the mPRSUs employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be explicitly provided in the Plan document; (x) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, and if Optionee exercises the Option and obtains Shares, the value of those Shares may increase or decrease, even below the Exercise Price; (xi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the CompanyCompany or any Parent, Subsidiary or Affiliate; and furthermore, the Option grant of the mPRSUs will shall not be interpreted to form an employment contract with the Employer or any Related Entity; Employer; (hxiii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises shall arise from forfeiture of the Option resulting from the termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer employment (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor lawsemployment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any); (xiv) in the event of termination of Optionee’s employment as described in Section 3 of this Agreement (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), Optionee shall not have any right to receive any future options under the Plan; (xv) unless otherwise agreed with the Company, the Option and Shares subject to the Option, and the Participant irrevocably releases income and value of same, are not granted as consideration for, or in connection with, any service Optionee may provide as a director of any Parent, Subsidiary or Affiliate; and (xvi) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the Employer from benefits evidenced by this Agreement do not create any entitlement to have the Option or any such claim that may arise; ifbenefits transferred to, notwithstanding or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting 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 claimShares.

Appears in 2 contracts

Samples: Stock Option Agreement (Oracle Corp), Performance Based Stock Option Agreement (Oracle Corp)

Nature of the Grant. In accepting the mPRSUsoption, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreementagreement; (b) the grant of mPRSUs the option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsoptions, or benefits in lieu of mPRSUs options, even if mPRSUs options have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoption grants, if any, will be at the sole discretion of the CompanySupervisory Board; (d) the Participant’s participation Participant is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs options are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the Participant’s employment contractor consultancy agreement of his or her corporate mandate, if any; (f) the mPRSUs options are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way, to past services for the Company; (g) in the event that the Participant is not an employee of the CompanyuniQure N.V., the grant of options and the mPRSUs Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;; if the Participant’s options never vest, the Participant will not be able to exercise the options; and (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsoptions, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs options or diminution from any decrease in value of the mPRSUs options or Ordinary Shares received acquired upon vesting exercise of mPRSUs the options resulting from termination of the Participant’s Service to employment, consultancy or corporate mandate by or with the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Share Option Agreement (uniQure B.V.), Incentive Share Option Agreement (uniQure B.V.)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOptions, or benefits in lieu of mPRSUs Options even if mPRSUs Options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsOptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) Options that do not constitute compensation of any kind for services rendered to the mPRSUs Company or to the Employer, and Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Nonstatutory Stock Option Agreement (Lam Research Corp), Nonstatutory Stock Option Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsDeferred Stock Units, the Participant acknowledges Employee acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsGrants, or benefits in lieu of mPRSUs Deferred Stock Units, even if mPRSUs Deferred Stock Units have been awarded repeatedly granted in the past; (c) all decisions with respect to future grants of mPRSUsGrants, if any, will be at the sole discretion of the CompanyCommittee; (d) the ParticipantEmployee’s participation in the Plan is voluntary; (e) the mPRSUs Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the Deferred Stock Units and the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group; (i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and (k) if the Employee is providing services outside the United States: i. the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of ii. neither the Company, the grant Employer nor any member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Employee’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if Deferred Stock Units or any shares of Common Stock delivered to the Participant receives Shares Employee upon vesting of the mPRSUs, Deferred Stock Units or of any proceeds resulting from the value Employee’s sale of such Shares may increase or decrease in value;shares; and (j) in consideration of the grant of the mPRSUs, iii. no claim or entitlement to compensation or damages arises shall arise from forfeiture of the Deferred Stock Units resulting from the termination of the mPRSUs Employee’s employment or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the Participant irrevocably releases jurisdiction where the Company and Employee is employed or the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms 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 claimemployment agreement, if any).

Appears in 2 contracts

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.), Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp), Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsthis Agreement, the Participant Xxxxxxx acknowledges that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (bii) the grant of mPRSUs the Units is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsUnits, or benefits in lieu of mPRSUs Units, even if mPRSUs Units have been awarded repeatedly in the past; (ciii) all decisions with respect to future grants of mPRSUsUnits, if any, will be at the sole discretion of the Company; (div) the ParticipantGrantee’s participation in the Plan is voluntary; (ev) Units are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs Company or any Subsidiary, and Units are outside the scope of the ParticipantGrantee’s employment contract, if any; (fvi) the mPRSUs Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hvii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (iviii) if the Participant receives Shares upon vesting of the mPRSUs, the value of such the Shares acquired upon settlement of the Units may increase or decrease in value;; and (jix) in consideration of the grant of the mPRSUsUnits, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Units or diminution in value of the mPRSUs Units or Shares received acquired upon vesting settlement of mPRSUs the Units resulting from termination of the ParticipantGrantee’s Service to employment by the Company or the Employer any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) ), and the Participant Grantee irrevocably releases the Company and the Employer each Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Schlumberger LTD /Nv/), Restricted Stock Unit Agreement (Smith International Inc)

Nature of the Grant. In By entering into this agreement and accepting the mPRSUsgrant of Performance Shares, the Participant Recipient acknowledges that: : (ai) the Plan is established voluntarily by the CompanyLydall, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Lydall at any time, time unless otherwise provided in the Plan and this Agreement; ; (bii) the grant of mPRSUs the Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsPerformance Shares, or benefits in lieu of mPRSUs Performance Shares, even if mPRSUs Performance Shares have been awarded granted repeatedly in the past; ; (ciii) all decisions with respect to future grants of mPRSUsgrants, if any, will be at the sole discretion of the Company; Plan Administrator; (div) the ParticipantRecipient’s participation in the Plan shall not create a right to further employment with the Recipient’s employer and shall not interfere with the ability of the Recipient’s employer to terminate the Recipient’s employment relationship at any time with or without cause; (v) the Recipient’s participation in the Plan is voluntary; ; (evi) the mPRSUs are Performance Share grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Lydall or Recipient’s employer, and which is outside the scope of the ParticipantRecipient’s employment contract, if any; ; (fvii) the mPRSUs are Performance Share grant is not part of normal or expected compensation or salary for any purpose, purpose including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; ; (gviii) in the event that the Participant Recipient’s employer is not an employee of the CompanyLydall, the grant of the mPRSUs Performance Shares will not be interpreted to form an employment contract or relationship with the CompanyLydall; and furthermore, the grant of the mPRSUs Performance Shares will not be interpreted to form an employment contract with the Employer Recipient’s employer or any Related Entity; subsidiary or affiliate of Lydall; and (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (jix) in consideration of the grant of the mPRSUsPerformance Share grant, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs or diminution in value of the mPRSUs or Performance Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Recipient irrevocably releases the Company Lydall and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing accepting this Agreement, the Participant Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Performance Share Award Agreement (Lydall Inc /De/), Performance Share Award Agreement (Lydall Inc /De/)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; Version 6 (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp), Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s 's participation in the Plan is voluntary; (e) RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs are outside the scope of the Participant’s employment contract, if anyCompany; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ih) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value; (ji) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to 's service relationship by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (j) further, if the Participant ceases to provide services, the Participant's right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing services to the Company and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services to the company for purposes of the Plan.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (MKS Instruments Inc), Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUsoption, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreementagreement; (b) the grant of mPRSUs the option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsoptions, or benefits in lieu of mPRSUs options, even if mPRSUs options have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoption grants, if any, will be at the sole discretion of the CompanyManagement Board; (d) the Participant’s participation Participant is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs options 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 the Participant’s employment contractor consultancy agreement of his or her corporate mandate, if any; (f) the mPRSUs options are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way, to past services for the Company or the Employer; (g) in the event that the Participant is not an employee of the CompanyuniQure N.V., the grant of options and the mPRSUs Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;; if the Participant’s options never vest, the Participant will not be able to exercise the options; and (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsoptions, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs options or diminution from any decrease in value of the mPRSUs options or Ordinary Shares received acquired upon vesting exercise of mPRSUs the options resulting from termination of the Participant’s Service to employment, consultancy or corporate mandate by or with the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 2 contracts

Samples: Share Option Agreement (uniQure N.V.), Share Option Agreement (uniQure N.V.)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs and the Shares subject to the mPRSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the mPRSUs and the Shares subject to the mPRSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or similar payments; (gh) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hi) the future value of the underlying Shares is unknown unknown, indeterminable and cannot be predicted with certainty; (ij) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (jk) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from (i) termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsapplicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and/or (ii) the forfeiture or termination of the mPRSUs, or the recoupment of any Shares, cash or other benefits acquired upon settlement of the mPRSUs resulting from the application of Section 23 of the Plan, and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her the Participant’s entitlement to pursue such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the mPRSUs and the benefits evidenced by this Agreement do not create any entitlement to have the mPRSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) unless otherwise agreed with the Company, the RSUs and the Shares subject to the mPRSUs, and any income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Related Entity.

Appears in 1 contract

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsgrant of RSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) RSUs and the mPRSUs Shares subject to the RSUs are an extraordinary item that do not constitute regular compensation for services of any kind rendered to the Company or to the Employer, and RSUs are outside the scope of the Participant’s employment contract, if any; (f) RSUs and the mPRSUs Shares subject to the RSUs are not intended to replace any pension rights or compensation; (g) RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) payments and in the no event that the Participant is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the grant Employer or any Subsidiary; (h) the award of RSUs and the mPRSUs Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer Company or any Related EntitySubsidiary; (hi) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to employment or other service-providing relationship with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawsany applicable law) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or his/her entitlement to pursue such claim; and (k) RSUs and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability.

Appears in 1 contract

Samples: Restricted Stock Unit Grant Award Agreement (3com Corp)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsthe RSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s 's participation in the Plan is voluntary; (e) RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs Company or to the Participant's employer, and RSUs are outside the scope of the Participant’s 's employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Participant's employer; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ih) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value; (ji) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to 's employment by the Company or the Employer Participant's employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (j) further, if the Participant ceases to be a employee (whether or not in breach of local labor laws), the Participant's right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed by the Company 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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUsthis Stock Grant, the Participant Grantee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan or these Terms and this AgreementConditions; (b) except as otherwise provided in the grant Employment Agreement, the award of mPRSUs the Stock Grant is voluntary and occasional and does not create any contractual or other right to receive a future awards of mPRSUsStock Grant, or benefits in lieu of mPRSUs a Stock Grant, even if mPRSUs have the Stock Grant has been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsStock Grants, if any, will be at the sole discretion of the Company; (d) the Participant’s participation Grantee is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs are Stock Grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the ParticipantGrantee’s employment contract, if any; (f) the mPRSUs are Stock Grant is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company; (g) in the event that the Participant Grantee is not an employee of the Company, the grant of the mPRSUs Stock Grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares shares of Stock subject to this Stock Grant is unknown and cannot be predicted with certaintycertainty and if Grantee vests in the Stock Grant and is issued the shares of Stock, the value of those shares may increase or decrease; (i) if neither the Participant receives Shares upon vesting Company, nor any Affiliate of the mPRSUs, Company shall be liable for any foreign exchange rate fluctuation between the local currency of Grantee’s country of residence and the U.S. dollar that may affect the value of such Shares may increase the Stock Grant or decrease in valueof any amounts due to Grantee pursuant to the settlement of the Stock Grant or the subsequent sale of any shares of Stock acquired upon settlement of the Stock Grant; (j) in consideration of the grant award of the mPRSUsStock Grant, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs Stock Grant or diminution in value of the mPRSUs Stock Grant or Shares received shares of Stock acquired upon vesting of mPRSUs the Stock Grant resulting from termination of the ParticipantGrantee’s Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this AgreementStock Grant Certificate, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (k) in the event of termination of Grantee’s employment or service (whether or not in breach of local labor laws), Grantee’s right to receive the Stock Grant and vest in the Stock Grant under the Plan, if any, will terminate effective as of the date that Grantee 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 Grantee’s employment or service (whether or not in breach of local labor laws), Grantee’s right to vest in the Stock Grant after such termination, if any, will be measured by the date of termination of Grantee’s active employment or service and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Grantee is no longer actively employed or providing service for purposes of his or her Stock Grant; (l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying shares of Stock; and (m) Grantee 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 or the Stock Grant.

Appears in 1 contract

Samples: Employment Agreement (Wright Medical Group N.V.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges acknowledges, understands and agrees that: (aa.) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and or this Agreement; (bb.) the grant of mPRSUs RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (cc.) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (dd.) the Participant’s participation in the Plan is voluntary; (ee.) the mPRSUs RSUs and the Shares subject to the RSUs, and the income from and value of same, are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (ff.) the mPRSUs RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments; (gi.) in the event that the Participant is not an employee of (g.) unless otherwise agreed with the Company, the grant RSUs and the Shares subject to the RSUs, and the income from and value of the mPRSUs will same, are not be interpreted to form an employment contract granted as consideration for, or relationship with the Company; and furthermorein connection with, the grant service the Participant may provide as a director of the mPRSUs will not be interpreted to form an employment contract with the Employer a Subsidiary or any Related EntityAffiliate; (hh.) the future value of the underlying Shares is unknown unknown, indeterminable and cannot be predicted with certainty; (ii.) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in valuedecrease; (jj.) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of the mPRSUs or diminution in value RSUs resulting from the Participant’s Termination (regardless of the mPRSUs reason for such termination and whether or Shares received upon vesting not the termination is later found to be invalid or in breach of mPRSUs resulting from termination employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s Service employment agreement, if any), and in consideration of this Award to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and which the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreementotherwise not entitled, the Participant agrees not to institute any claim against the Company, or any Parent, Subsidiaries or Affiliates or the Employer; (k.) neither the Company, the Employer nor any Parent, Subsidiary or Affiliate shall be deemed irrevocably liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to have waived the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement; (l.) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan; and (m.) the Participant should consult with his or her entitlement own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to pursue such claimthe Plan.

Appears in 1 contract

Samples: Rsu Award Agreement (NortonLifeLock Inc.)

Nature of the Grant. In accepting the mPRSUsDeferred Stock Units, the Participant acknowledges Employee acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsGrants, or benefits in lieu of mPRSUs Deferred Stock Units, even if mPRSUs Deferred Stock Units have been awarded repeatedly granted in the past; (c) all decisions with respect to future grants of mPRSUsGrants, if any, will be at the sole discretion of the CompanyCommittee; (d) the ParticipantEmployee’s participation in the Plan is voluntary; (e) the mPRSUs Deferred Stock Units and the shares of Common Stock, and the income and value of same, subject to the Deferred Stock Units are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the Deferred Stock Units and the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group; (i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and (k) if the Employee is providing services outside the United States: i. the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of ii. neither the Company, the grant Employer nor any member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Employee’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if Deferred Stock Units or any shares of Common Stock delivered to the Participant receives Shares Employee upon vesting of the mPRSUs, Deferred Stock Units or of any proceeds resulting from the value Employee’s sale of such Shares may increase or decrease in value;shares; and (j) in consideration of the grant of the mPRSUs, iii. no claim or entitlement to compensation or damages arises shall arise from forfeiture of the Deferred Stock Units resulting from the termination of the mPRSUs Employee’s employment or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the Participant irrevocably releases jurisdiction where the Company and Employee is employed or the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement employment agreement, if any), and in consideration of the Grant, the Employee agrees not to pursue such claiminstitute any claim against the Mondelēz Group.

Appears in 1 contract

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsthis RSU Award, the Participant Grantee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan and or this Agreement; (b) the grant of mPRSUs the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSU Award grants, or benefits in lieu of mPRSUs RSU Award grants, even if mPRSUs RSU Award grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSU Award grants, if any, will be at the sole discretion of the Company; (d) the Participant’s participation Grantee is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are RSU Award grant is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company; (gf) in the event that the Participant Grantee is not an employee of the CompanyCompany or one of its Subsidiaries or Affiliates, the grant of the mPRSUs RSU Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hg) the future value of the underlying Shares is unknown and cannot be predicted with certaintycertainty and if the Grantee vests in the RSU Award grant and is issued Shares, the value of those Shares may increase or decrease; (h) neither the Company, nor any Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Grantee’s country of residence and the U.S. dollar that may affect the value of the RSU Award or of any amounts due to the Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any Shares acquired upon settlement of the RSU Award; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSU Award, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs RSU Award or diminution in value of the mPRSUs RSU Award or Shares received acquired upon vesting settlement of mPRSUs the RSU Award resulting from termination of the ParticipantGrantee’s Service to employment or service by the Company or the Employer one of its Subsidiaries or Affiliates (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Grantee irrevocably releases the Company and the Employer or one of its Subsidiaries or Affiliates 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 acceptance of the RSU Award and this Agreement, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition of or sale of the underlying Shares; and (k) the Grantee 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 or the RSU Award.

Appears in 1 contract

Samples: Restricted Stock Unit Award (Radiant Logistics, Inc)

Nature of the Grant. In accepting the mPRSUsthis RSU Award, the Participant Grantee acknowledges that: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation in its sole discretion at any time, unless otherwise provided in the Plan and or this Agreement; (b) the grant of mPRSUs the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSU Award grants, or benefits in lieu of mPRSUs RSU Award grants, even if mPRSUs RSU Award grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSU Award grants, if any, will be at the sole discretion of the CompanyCorporation; (d) the Participant’s participation Grantee is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are RSU Award grant is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation; (gf) in the event that the Participant Grantee is not an employee of the CompanyCorporation or any Affiliate, the grant of the mPRSUs RSU Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related EntityCorporation; (hg) the future value of the underlying Shares is unknown and cannot be predicted with certaintycertainty and if the Grantee vests in the RSU Award grant and is issued Shares, the value of those Shares may increase or decrease; (h) neither the Corporation, nor any Affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency of the Grantee’s country of residence and the U.S. dollar that may affect the value of the RSU Award or of any amounts due to the Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any Shares acquired upon settlement of the RSU Award; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSU Award, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs RSU Award or diminution in value of the mPRSUs RSU Award or Shares received acquired upon vesting settlement of mPRSUs the RSU Award resulting from termination of the ParticipantGrantee’s Service to employment or service by the Company Corporation or the Employer any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Grantee irrevocably releases the Company Corporation and the Employer its Affiliates 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 acceptance of the RSU Award and this Agreement, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (j) the Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition of or sale of the underlying Shares; and (k) the Grantee is hxxxxx 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 or the RSU Award.

Appears in 1 contract

Samples: Restricted Stock Unit Award (Radiant Logistics, Inc)

Nature of the Grant. In By entering into this Agreement and accepting the mPRSUsgrant of an Option evidenced hereby, the Participant Optionee acknowledges that: : (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, time unless otherwise provided in the Plan and this Agreement; ; (bii) the grant of mPRSUs the Option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsoptions, or benefits in lieu of mPRSUs options, even if mPRSUs options have been awarded granted repeatedly in the past; ; (ciii) all decisions with respect to future grants of mPRSUsgrants, if any, will be at the sole discretion of the Company; ; (div) Optionee’s participation in the ParticipantPlan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time; (v) Optionee’s participation in the Plan is voluntary; ; (evi) the mPRSUs Option and the Shares subject to the Option are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the ParticipantOptionee’s employment contract, if any; ; (fvii) the mPRSUs are Option is not part of normal or expected compensation or salary for any purpose, purpose including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments; (g) payments and in the no event that the Participant is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the grant Employer or any Subsidiary or Affiliate of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; (viii) the Options and furthermore, the grant Shares subject to the Option are not intended to replace any pension rights or compensation; (ix) the vesting of any Option ceases upon termination of the mPRSUs will not employment relationship as described in Section 6(i)(iv) of the Plan except as may otherwise be interpreted to form an employment contract with explicitly provided in the Employer or any Related Entity; Plan document; (hx) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) , and if the Participant receives Shares upon vesting of Optionee exercises the mPRSUsOption and obtains Shares, the value of such those Shares may increase or decrease in value; , even below the Exercise Price; (jxi) if the underlying Shares do not increase in value, the Option will have no value; (xii) the Option grant and Optionee’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate of the Company; and furthermore, the grant of an Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (xiii) in consideration of the grant of the mPRSUsOption grant, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs exercisability of the Option or diminution in value of the mPRSUs Option or Shares received upon vesting purchased through exercise of mPRSUs the Option resulting from termination of the ParticipantOptionee’s Service to employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing accepting this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (xiv) in the event of termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee shall not have any right to receive any future options under the Plan upon termination of Optionee’s employment relationship with the Employer as described in Section 3 of this Agreement; and (xv) the Option and the benefits under the Plan, if any, will not necessarily transfer to another company in the case of a merger, take-over or transfers of assets.

Appears in 1 contract

Samples: Stock Option Agreement (Oracle Corp)

Nature of the Grant. In accepting By participating in the mPRSUsPlan and in exchange for receiving the LTI Grant, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsawards, or benefits in lieu of mPRSUs LTI Grants, even if mPRSUs LTI Grants have been awarded repeatedly made in the past; (c) all decisions with respect to future grants of mPRSUsLTI Grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs LTI Grant and the shares of Common Stock, and the income and value of same, subject to the LTI Grant are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs LTI Grant and the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, 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 any entity of the Mondelēz Group; and (i) the following provisions apply only if the Participant is providing services outside the United States: (i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (gii) in the event that the Participant is not an employee of neither the Company, the grant Employer nor any other member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Participant’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if LTI Grant or any shares of Common Stock delivered to the Participant receives Shares upon vesting of the mPRSUs, LTI Grant or of any proceeds resulting from the value Participant’s sale of such Shares may increase or decrease in value;shares; and (jiii) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs LTI Grant resulting from the failure to reach Performance Goals or termination of the Participant’s Service to employment or other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the jurisdiction where the Participant irrevocably releases is employed or the Company terms of his or her employment agreement, if any), and in consideration of the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this AgreementLTI Grant, the Participant shall be deemed irrevocably agrees not to have waived his or her entitlement to pursue such claiminstitute any claim against the Mondelēz Group.

Appears in 1 contract

Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)

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Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsthe RSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsRestricted Stock Units, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRestricted Stock Units, or benefits in lieu of mPRSUs Restricted Stock Units even if mPRSUs Restricted Stock Units have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRestricted Stock Units, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs Restricted Stock Units are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs Restricted Stock Units will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Restricted Stock Units will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRestricted Stock Units, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRestricted Stock Units, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Restricted Stock Units or diminution in value of the mPRSUs Restricted Stock Units or Shares received upon vesting of mPRSUs Restricted Stock Units resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsthis Option, the Participant acknowledges that: (a1) the Plan is has been established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementPlan; (b2) the grant of mPRSUs this Option is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOptions or other Awards, or benefits in lieu of mPRSUs Options or other Awards, even if mPRSUs Options or other Awards have been awarded granted repeatedly in the past; (c3) all decisions with respect to future grants of mPRSUsOptions or other Awards, if any, will be at the sole discretion of the CompanyAdministrator; (d4) the Participant’s participation Participant is voluntarily participating in the Plan is voluntaryPlan; (e5) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the mPRSUs are Company or any Affiliate, and which is outside the scope of the Participant’s employment or consulting contract, if any; (f6) the mPRSUs are this Option is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company; (g7) in the event that the Participant is not an employee Employee of the CompanyCompany or any Affiliate, the grant of the mPRSUs this Award will not be interpreted to form an employment contract or relationship with the CompanyCompany or any Affiliate; and furthermore, the grant of the mPRSUs this Award will not be interpreted to form an employment contract with the Employer Company or any Related EntityAffiliate; (h) 8) the future value of the underlying Shares shares of Common Stock subject to this Option is unknown and cannot be predicted with certainty; (i) certainty and if the this Option vests and Participant receives Shares upon vesting of the mPRSUsexercises this Option, the value of such Shares those shares may increase or decrease in valuedecrease; (j9) in consideration of the grant of the mPRSUsthis Option, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs this Option or diminution in value of the mPRSUs this Option or Shares received upon vesting shares of mPRSUs Common Stock subject to this Option resulting from termination of the Participant’s Service to employment or other service relationship by the Company or the Employer any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer 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; (10) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying shares of Common Stock; and (11) 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 or this Option.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Kips Bay Medical, Inc.)

Nature of the Grant. In accepting the mPRSUsgrant of RSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) RSUs and the mPRSUs Shares subject to the RSUs are an extraordinary item that do not constitute regular compensation for services of any kind rendered to the Company or to the Employer, and RSUs are outside the scope of the Participant’s employment contract, if any; (f) RSUs and the mPRSUs Shares subject to the RSUs are not intended to replace any pension rights or compensation; (g) RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) payments and in the no event that the Participant is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the grant Employer or any Subsidiary; (h) the award of RSUs and the mPRSUs Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer Company or any Related EntitySubsidiary; (hi) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs RSUs and/or Earned RSUs resulting from termination of the Participant’s Service to employment or other service-providing relationship with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawsany applicable law) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or his/her entitlement to pursue such claim; and (k) RSUs and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Grant Award Agreement (3com Corp)

Nature of the Grant. In accepting the mPRSUsoption, the Participant acknowledges that: (a) the Plan option is established granted voluntarily by the Company, it is discretionary Company based on certain criteria in nature and may order to be modified, amended, suspended or terminated by eligible to receive the Company at any time, unless otherwise provided in the Plan and this Agreementoption; (b) the grant of mPRSUs the option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsoptions, or benefits in lieu of mPRSUs options, even if mPRSUs options have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoption grants, if any, will be at the sole discretion of the CompanySupervisory Board; (d) the Participant’s participation in Participant is voluntarily receiving the Plan is voluntaryoption; (e) the mPRSUs are option is 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 the Participant’s employment contractor consultancy agreement of his or her corporate mandate, if any; (f) the mPRSUs are option is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way, to past services for the Company or the Employer; (g) in the event that the Participant is not an employee of the CompanyuniQure N.V., the grant of the mPRSUs option will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;; if the Participant’s option never vests, the Participant will not be able to exercise the option; and (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsoption, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs option or diminution from any decrease in value of the mPRSUs option or Ordinary Shares received acquired upon vesting exercise of mPRSUs the option resulting from termination of the Participant’s Service to employment, consultancy or corporate mandate by or with the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Share Option Agreement (uniQure N.V.)

Nature of the Grant. In accepting the mPRSUsthis Award, the Participant acknowledges that: (a1) the Plan is has been established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this AgreementPlan; (b2) the grant of mPRSUs this Award is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsAwards, or benefits in lieu of mPRSUs Awards, even if mPRSUs Awards have been awarded granted repeatedly in the past; (c3) all decisions with respect to future grants of mPRSUsAwards, if any, will be at the sole discretion of the CompanyAdministrator; (d4) the Participant’s participation Participant is voluntarily participating in the Plan is voluntaryPlan; (e5) this Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the mPRSUs are Company or any Affiliate, and which is outside the scope of the Participant’s employment contract, if any; (f6) the mPRSUs are this Award is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company; (g7) in the event that the Participant is not an employee Employee of the CompanyCompany or any Affiliate, the grant of the mPRSUs this Award will not be interpreted to form an employment contract or relationship with the CompanyCompany or any Affiliate; and furthermore, the grant of the mPRSUs this Award will not be interpreted to form an employment contract with the Employer Company or any Related EntityAffiliate; (h) 8) the future value of the underlying Shares shares of Common Stock subject to this Award is unknown and cannot be predicted with certainty; (i) certainty and if the Participant receives Shares upon vesting shares of Common Stock subject to this Award vests and the mPRSUsrisks of forfeiture lapse, the value of such Shares those shares may increase or decrease in valuedecrease; (j9) in consideration of the grant of the mPRSUsthis Award, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs this Award or diminution in value of the mPRSUs this Award or Shares received upon vesting shares of mPRSUs Common Stock subject to this Award resulting from termination of the Participant’s Service to employment or service by the Company or the Employer any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer 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; (10) in the event of termination of Participant’s employment or service (whether or not in breach of local labor laws), Participant’s right to receive this Award and vest in the shares of Common Stock under this Award will terminate effective as of the date that 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 Participant’s employment or service (whether or not in breach of local labor laws), Participant’s right to vest in this Award after such termination, if any, will be measured by the date of termination of 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 Participant is no longer actively employed or providing service for purposes of this Award; (11) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying shares of Common Stock; and (12) 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 or this Award.

Appears in 1 contract

Samples: Restricted Stock Agreement (Kips Bay Medical, Inc.)

Nature of the Grant. In accepting By participating in the mPRSUsPlan and in exchange for receiving the LTI Grant, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs LTI Grant is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsawards, or benefits in lieu of mPRSUs LTI Grants, even if mPRSUs LTI Grants have been awarded repeatedly made in the past; (c) all decisions with respect to future grants of mPRSUsLTI Grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs LTI Grant and the shares of Common Stock subject to the LTI Grant are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs LTI Grant and the shares of Common Stock subject to the LTI Grant and the income and the value of the same are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Grant resulting from the failure to reach Performance Goals or termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of his or her employment agreement, if any), and in consideration of the LTI Grant to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Mondelēz Group, waives his or her ability, if any, to bring any such claim, and releases the Mondelēz Group from any such claims. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (i) the following provisions apply only if the Participant is providing services outside the United States: (A) the LTI Grant and the shares of Common Stock subject to the LTI Grant are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; and (gB) in the event that the Participant is not an employee of neither the Company, the grant Employer nor any other member of the mPRSUs will not Mondelēz Group shall be interpreted to form an employment contract or relationship with liable for any foreign exchange rate fluctuation between the Company; Participant’s local currency and furthermore, the grant of United States Dollar that may affect the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if LTI Grant or any shares of Common Stock delivered to the Participant receives Shares upon vesting of the mPRSUs, the value LTI Grant or of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs any proceeds resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach sale of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claimshares.

Appears in 1 contract

Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; Version 3 (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsthe RSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;; Version 4 (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsoption, the Participant acknowledges that: (a) the Plan option is established granted voluntarily by the Company, it is discretionary Company based on certain criteria in nature and may order to be modified, amended, suspended or terminated by eligible to receive the Company at any time, unless otherwise provided in the Plan and this Agreementoption; (b) the grant of mPRSUs the option is voluntary and occasional and does not create any contractual or other right to receive future awards grants of mPRSUsoptions, or benefits in lieu of mPRSUs options, even if mPRSUs options have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoption grants, if any, will be at the sole discretion of the CompanyBoard of Directors; (d) the Participant’s participation in Participant is voluntarily receiving the Plan is voluntaryoption; (e) the mPRSUs are option is 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 the Participant’s employment contractor consultancy agreement of his or her corporate mandate, if any; (f) the mPRSUs are option is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension pension, retirement or retirement welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way, to past services for the Company or the Employer; (g) in the event that the Participant is not an employee of the CompanyuniQure N.V., the grant of the mPRSUs option will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty;; if the Participant’s option never vests, the Participant will not be able to exercise the option; and (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsoption, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs option or diminution from any decrease in value of the mPRSUs option or Ordinary Shares received acquired upon vesting exercise of mPRSUs the option resulting from termination of the Participant’s Service to employment, consultancy or corporate mandate by or with the Company or the Employer (for any reason whatsoever and whether or not in breach of contract or local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Share Option Agreement (uniQure N.V.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsthe RSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment or service contract, if any; (f) the mPRSUs RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hi) the future value of the underlying Shares is unknown unknown, indeterminable and cannot be predicted with certainty; (ij) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (jk) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from (i) termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsapplicable laws in the jurisdiction where the Participant is employed or providing Service or the terms of the Participant’s employment or service agreement, if any) and/or (ii) the forfeiture or termination of the RSUs, or the recoupment of any Shares, cash or other benefits acquired upon settlement of the RSUs resulting from the application of Section 23 of the Plan; (l) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (m) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and any income from and value of same, are not granted as consideration for, or in connection with, the service the Participant irrevocably releases may provide as a director of any Related Entity; and (n) the Company and any Related Entity shall not be liable for any foreign exchange rate fluctuation between the Employer from any such claim United States Dollar and the Participant’s local currency (if different) that may arise; if, notwithstanding affect the foregoing, value of the RSUs or of any such claim is found by a court of competent jurisdiction amounts due to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably pursuant to have waived his the settlement of the RSUs or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon settlement.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsRSUs and by execution of this Agreement, the Participant Director acknowledges that: (a) the a. The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended suspended, or terminated by the Company in its sole discretion at any time, unless otherwise provided in the Plan and this Agreement;Plan. (b) the b. The grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSU grants, or benefits in lieu of mPRSUs RSU grants, even if mPRSUs RSU grants have been awarded granted repeatedly in the past;. (c) all c. All decisions with respect to future grants of mPRSUsRSU grants, if any, will be at the sole discretion of the Company;. (d) the Participant’s participation d. Director is voluntarily participating in the Plan Plan. e. This grant of RSUs is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company. (g) in f. In the event that the Participant Director is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity;. (h) the g. The future value of the underlying Shares Common Stock is unknown and cannot be predicted with certainty; (i) certainty and if the Participant receives RSUs vest in accordance with the terms of this Agreement and RSU Shares upon vesting of the mPRSUsare issued in settlement thereof, the value of such Shares those shares may increase or decrease in value;decrease. (j) in h. In consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or RSU Shares received upon vesting of mPRSUs resulting from termination of the ParticipantDirector’s Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Director irrevocably releases the Company and the Employer its Subsidiaries, and their respective directors, officers, employees and agents, 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 acceptance of the RSUs and execution of this Agreement, the Participant Director shall be deemed irrevocably to have waived his or her entitlement to pursue such claim. i. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Director’s participation in the Plan, or Director’s purchase or sale of the underlying RSU Shares. j. Director 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 or the RSUs.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Diffusion Pharmaceuticals Inc.)

Nature of the Grant. In accepting By participating in the mPRSUsPlan and in exchange for receiving the LTI Xxxxx, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of mPRSUs LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsawards, or benefits in lieu of mPRSUs LTI Grants, even if mPRSUs LTI Grants have been awarded repeatedly made in the past; (c) all decisions with respect to future grants of mPRSUsLTI Grants, if any, will be at the sole discretion of the Company;Committee; May 22, 2024 (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs LTI Grant and the shares of Common Stock, and the income and value of same, subject to the LTI Grant are outside the scope of the Participant’s employment contract, if anynot intended to replace any pension rights or compensation; (f) the mPRSUs LTI Grant and the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, 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 any entity of the Mondelēz Group; (i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration neither the Company, the Employer nor any other member of the grant Mondelēz Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the mPRSUs, LTI Grant or any shares of Common Stock delivered to the Participant upon vesting of the LTI Grant or of any proceeds resulting from the Participant’s sale of such shares; and (k) no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of the mPRSUs LTI Grant or diminution in value the recoupment of any shares of Common Stock acquired under the mPRSUs or Shares received upon vesting of mPRSUs Plan resulting from (a) the failure to reach Performance Goals or termination of the Participant’s Service to employment or other service relationship by the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local labor laws) and employment laws in the jurisdiction where the Participant irrevocably releases is employed or the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court terms 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 claimemployment agreement, if any); and/or (b) the application of any recoupment policy or any recovery or clawback policy otherwise required by law.

Appears in 1 contract

Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Version 4 Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Version 5 Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsthis RSU Award, the Participant Xxxxxxx acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its discretion at any time, unless otherwise provided in the Plan or these Terms and this AgreementConditions; (b) except as otherwise provided in the grant of mPRSUs Employment Agreement, the RSU Award is voluntary and occasional and does not create any contractual or other right to receive a future awards of mPRSUsRSU Awards, or benefits in lieu of mPRSUs a RSU Award, even if mPRSUs have the RSU Award has been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSU Awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation Grantee is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are RSU Award is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company; (gf) in the event that the Participant Grantee is not an employee of the Company, the grant of the mPRSUs RSU Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hg) the future value of the underlying Shares shares of Stock subject to this RSU Award is unknown and cannot be predicted with certaintycertainty and if Grantee vests in the RSU Award and is issued the shares of Stock, the value of those shares may increase or decrease; (h) neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Xxxxxxx's country of residence and the U.S. dollar that may affect the value of the RSU Award or of any amounts due to Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any shares of Stock acquired upon settlement of the RSU Award; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant award of the mPRSUsRSU Award, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs RSU Award or diminution in value of the mPRSUs RSU Award or Shares received shares of Stock acquired upon vesting of mPRSUs the RSU Award resulting from termination of the ParticipantGrantee’s Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, the Participant Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (j) in the event of termination of Grantee’s employment or service (whether or not in breach of local labor laws), Grantee’s right to receive the RSU Award and vest in the RSU Award under the Plan, if any, will terminate effective as of the date that Grantee 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 Grantee’s employment or service (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the RSU Award after such termination, if any, will be measured by the date of termination of Grantee’s active employment or service and will not be extended by any notice period mandated under local law; the Committee shall have the discretion to determine when Grantee is no longer actively employed or providing service for purposes of his or her RSU Award; (k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Xxxxxxx’s participation in the Plan, or Grantee’s acquisition or sale of the underlying shares of Stock; and (x) Xxxxxxx 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 or the RSU Award.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Wright Medical Group N.V.)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsthe RSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment contract, if any;; 2011 Stock Incentive Plan (As Amended) RSU Award Agreement for International Participants (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement

Nature of the Grant. In accepting the mPRSUsOption, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs Option is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOptions, or benefits in lieu of mPRSUs Options even if mPRSUs Options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsOptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) Options and the mPRSUs Shares subject to the Options are an extraordinary item that do not constitute regular compensation for services of any kind rendered to the Company or to the Employer, and Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) Options and the mPRSUs Shares subject to the Options are not intended to replace any pension rights or compensation; (g) Options and the Shares subject to the Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) payments and in the no event that the Participant is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the grant Employer or any Subsidiary; (h) the award of Options and the mPRSUs Optionee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer Company or any Related EntitySubsidiary; (hi) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination forfeiture of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs Options resulting from termination of the ParticipantStock Option Agreement Form Optionee’s Service to employment or other service-providing relationship with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor lawsany applicable law) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or his/her entitlement to pursue such claim; and (k) Options and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability.

Appears in 1 contract

Samples: Stock Option Agreement (3com Corp)

Nature of the Grant. In accepting the mPRSUsgrant of RSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s 's participation in the Plan is voluntary; (e) RSUs are an extraordinary item that do not constitute regular compensation for services of any kind rendered to the mPRSUs Company or to the Employer, and RSUs are outside the scope of the Participant’s 's employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ih) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value;; and (ji) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to 's employment or other service-providing relationship with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreementaccepting the grant of RSUs, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Restricted Stock Unit Grant Award Agreement (3com Corp)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsoptions, or benefits in lieu of mPRSUs options even if mPRSUs options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) the mPRSUs Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs the Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.the

Appears in 1 contract

Samples: Nonstatutory Stock Option Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsthis Option grant, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its discretion at any time, unless otherwise provided in the Plan or these Terms and this AgreementConditions; (b) except as otherwise provided in the Employment Agreement, the grant of mPRSUs this Option is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOption grants, or benefits in lieu of mPRSUs Option grants, even if mPRSUs Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsOption grants, if any, will be at the sole discretion of the Company; (d) the Participant’s participation Optionee is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are Option grant is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company; (gf) in the event that the Participant Optionee is not an employee of the Company, the grant of the mPRSUs Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hg) the future value of the underlying Shares shares of Stock is unknown and cannot be predicted with certaintycertainty and if Optionee vests in the Option grant, exercises this Option in accordance with the terms of these Terms and Conditions and is issued shares of Stock, the value of those shares may increase or decrease; (h) neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Optionee's country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the settlement of the Option or the subsequent sale of any shares of Stock acquired upon settlement of the Option; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsthis Option, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs this Option or diminution in value of the mPRSUs this Option or Shares received shares of Stock acquired upon vesting exercise of mPRSUs this Option resulting from termination of the ParticipantOptionee’s Service to employment or service by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer its Affiliates 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 Agreementacceptance of these Terms and Conditions, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (j) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s purchase or sale of the underlying shares of Stock; and (k) Optionee 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 or this Option.

Appears in 1 contract

Samples: Option Award Agreement (Wright Medical Group N.V.)

Nature of the Grant. In accepting the mPRSUssigning this Agreement, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the mPRSUs Company or to the Participant’s employer, and RSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Participant’s employer; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ih) if the Participant receives Shares upon vesting of the mPRSUsvesting, the value of such Shares acquired on vesting of RSUs may increase or decrease in value; (ji) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to employment by the Company or the Employer Participant’s employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer his or her employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (j) further, if the Participant ceases to be an employee (whether or not in breach of local labor laws), the Participant’s right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed by the Company 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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Plan.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (MKS Instruments Inc)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any;; Version 5 (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any;; Version 2 (Aug 2016) (f) the mPRSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsoptions, or benefits in lieu of mPRSUs options even if mPRSUs options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) the mPRSUs Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs the Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Nonstatutory Stock Option Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsthis Option grant, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation in its sole discretion at any time, unless otherwise provided in the Plan and or this Agreement; (b) the grant of mPRSUs the Option is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsOption grants, or benefits in lieu of mPRSUs Option grants, even if mPRSUs Option grants have been awarded granted repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsOption grants, if any, will be at the sole discretion of the CompanyCorporation; (d) the Participant’s participation Optionee is voluntarily participating in the Plan is voluntaryPlan; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs are Option grant is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculation of calculating any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event shall be considered as compensation for, or relating in any way to, past services for the Corporation; (gf) in the event that the Participant Optionee is not an employee of the CompanyCorporation or any Affiliate, the grant of the mPRSUs Option will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related EntityCorporation; (hg) the future value of the underlying Shares is unknown and cannot be predicted with certaintycertainty and if the Optionee vests in the Option grant, exercises the Option in accordance with the terms of this Agreement and is issued Shares, the value of those Shares may increase or decrease; (h) neither the Corporation, nor any Affiliate of the Corporation shall be liable for any foreign exchange rate fluctuation between the local currency of the Optionee’s country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to the Optionee pursuant to the settlement of the Option or the subsequent sale of any Shares acquired upon settlement of the Option; (i) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOption, no claim or entitlement to compensation or damages arises shall arise from termination of the mPRSUs Option or diminution in value of the mPRSUs Option or Shares received acquired upon vesting exercise of mPRSUs the Option resulting from termination of the ParticipantOptionee’s Service to employment or service by the Company Corporation or the Employer any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company Corporation and the Employer its Affiliates 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 acceptance of the Option and this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (j) the Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s purchase or sale of the underlying Shares; and (k) the Optionee is hxxxxx 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 or the Option.

Appears in 1 contract

Samples: Non Qualified Stock Option Award (Radiant Logistics, Inc)

Nature of the Grant. In accepting the mPRSUsRSUs, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsRSUs, or benefits in lieu of mPRSUs RSUs even if mPRSUs RSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs RSUs are outside the scope of the Participant’s employment or service contract, if any; (f) the mPRSUs RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or similar payments; (gh) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs RSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hi) the future value of the underlying Shares is unknown unknown, indeterminable and cannot be predicted with certainty; (ij) if the Participant receives Shares upon vesting of the mPRSUsRSUs, the value of such Shares may increase or decrease in value; (jk) in consideration of the grant of the mPRSUsRSUs, no claim or entitlement to compensation or damages arises from (i) termination of the mPRSUs RSUs or diminution in value of the mPRSUs RSUs or Shares received upon vesting of mPRSUs RSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsapplicable laws in the jurisdiction where the Participant is employed or providing Service or the terms of the Participant’s employment or service agreement, if any) and/or (ii) the forfeiture or termination of the RSUs, or the recoupment of any Shares, cash or other benefits acquired upon settlement of the RSUs resulting from the application of Section 23 of the Plan, and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her the Participant’s entitlement to pursue such claim; (l) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (m) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and any income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Related Entity.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUs, the Participant acknowledges acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUs, or benefits in lieu of mPRSUs even if mPRSUs have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUs, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the mPRSUs are outside the scope of the Participant’s employment contract, if any; (f) the mPRSUs and the Shares subject to the mPRSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) the mPRSUs and the Shares subject to the mPRSUs, and the income from and value of same are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) in the event that the Participant is not an employee of the Company, the grant of the mPRSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs will not be interpreted to form an employment contract with the Employer or any Related Entity; (hi) the future value of the underlying Shares is unknown unknown, indeterminable and cannot be predicted with certainty; (ij) if the Participant receives Shares upon vesting of the mPRSUs, the value of such Shares may increase or decrease in value; (jk) in consideration of the grant of the mPRSUs, no claim or entitlement to compensation or damages arises from (i) termination of the mPRSUs or diminution in value of the mPRSUs or Shares received upon vesting of mPRSUs resulting from termination of the Participant’s Service to the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor lawsapplicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and/or (ii) the forfeiture or termination of the mPRSUs, or the recoupment of any Shares, cash or other benefits acquired upon settlement of the mPRSUs resulting from the application of Section 23 of the Plan; (l) unless otherwise provided in the Plan or by the Company in its discretion, the mPRSUs and the benefits evidenced by this Agreement do not create any entitlement to have the mPRSUs 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; (m) unless otherwise agreed with the Company, the mPRSUs and the Shares subject to the mPRSUs, and any income from and value of same, are not granted as consideration for, or in connection with, the service the Participant irrevocably releases may provide as a director of any Related Entity; and (n) the Company and any Related Entity shall not be liable for any foreign exchange rate fluctuation between the Employer from any such claim United States Dollar and the Participant’s local currency (if different) that may arise; if, notwithstanding affect the foregoing, value of the mPRSUs or of any such claim is found by a court of competent jurisdiction amounts due to have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably pursuant to have waived his the settlement of the mPRSUs or her entitlement to pursue such claimthe subsequent sale of any Shares acquired upon settlement.

Appears in 1 contract

Samples: Market Based Performance Restricted Stock Unit Award Agreement (Lam Research Corp)

Nature of the Grant. In accepting the mPRSUsOptions, the Participant Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; (b) the grant of mPRSUs the Options is voluntary and occasional and does not create any contractual or other right to receive future awards of mPRSUsoptions, or benefits in lieu of mPRSUs options even if mPRSUs options have been awarded repeatedly in the past; (c) all decisions with respect to future grants of mPRSUsoptions, if any, will be at the sole discretion of the Company; (d) the ParticipantOptionee’s participation in the Plan is voluntary; (e) the mPRSUs Options do not constitute compensation of any kind for services rendered to the Company or to the Employer, and the Options are outside the scope of the ParticipantOptionee’s employment contract, if any; (f) the mPRSUs Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculation of any overtime, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (g) in the event that the Participant Optionee is not an employee of the CompanyEmployee, the grant of the mPRSUs Options will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the grant of the mPRSUs Options will not be interpreted to form an employment contract with the Employer or any Related EntityAffiliate; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the Participant Optionee receives Shares upon vesting exercise of the mPRSUsOptions, the value of such Shares may increase or decrease in value; (j) in consideration of the grant of the mPRSUsOptions, no claim or entitlement to compensation or damages arises from termination of the mPRSUs Options or diminution in value of the mPRSUs Options or Shares received upon vesting of mPRSUs the Options resulting from termination of the ParticipantOptionee’s Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant Optionee irrevocably releases the Company and the 2007 Stock Incentive Plan Option Award Agreement for U.S. Optionees Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Participant Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

Appears in 1 contract

Samples: Nonstatutory Stock Option Award Agreement

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