Nature of the Grant. In accepting the Award, Participant acknowledges that: a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; b. the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan, or benefits in lieu of awards under the Plan, even if awards under the Plan have been granted repeatedly in the past; c. all decisions with respect to future awards, if any, will be at the sole discretion of the Company; d. Participant is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix; e. the Award and the shares of Stock subject to the Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“Employer”), and which is outside the scope of Participant’s employment contract, if any; f. the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation; g. the Award and the shares of Stock subject to the Award are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislation; h. the Award and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Participating Company; i. the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty; j. in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Participant’s employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local Applicable Law) and 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, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; k. for purposes of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and l. the Award 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, except as provided under local Applicable Law.
Appears in 9 contracts
Samples: Performance Share Unit Award Agreement (Rayonier Advanced Materials Inc.), Restricted Stock Unit Award Agreement (Rayonier Advanced Materials Inc.), Performance Cash Unit Award Agreement (Rayonier Advanced Materials Inc.)
Nature of the Grant. In By entering into this agreement and accepting the Awardgrant of the Option, Participant Recipient acknowledges that:
a. : (i) 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;
b. time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plangrants of options, or benefits in lieu of awards under the Planoptions, even if awards under the Plan Options have been granted repeatedly in the past;
c. ; (iii) all decisions with respect to future awardsgrants, if any, will be at the sole discretion of the Company;
d. Participant is voluntarily participating Plan Administrator; (iv) the Recipient’s participation in the Plan. Participant (i) has reviewed Plan shall not create a right to further employment with the terms Recipient’s employer and conditions shall not interfere with the ability of the Plan, Recipient’s employer to terminate the Award Agreement and this Appendix and understands his Recipient’s employment relationship at any time with or her rights, restrictions and obligations thereunder, and without cause; (iiv) has been afforded the opportunity to obtain counsel and advice with respect to Recipient’s participation in the Plan, Plan is voluntary; (vi) the Award Agreement and this Appendix;
e. the Award and the shares of Stock subject to the Award are Option grant is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company Lydall or other Participating Company which employs Participant (“Employer”)Recipient’s employer, and which is outside the scope of Participantthe Recipient’s employment contract, if any;
f. ; (vii) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are Option grant is not part of normal or expected compensation or salary for any purposes, purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and payments; (viii) in no the event should be considered as compensation for, or relating in any way to, past services for the Companythat Recipient’s employer is not Lydall, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. grant the Award and Participant’s participation in the Plan Option will not be interpreted to form an employment contract or relationship with Lydall; and furthermore, the Company grant of the Option will not be interpreted to form an employment contract with Recipient’s employer or any Participating Company;
i. the future value subsidiary or affiliate of the underlying shares of Stock is unknown Lydall; and cannot be predicted with certainty;
j. (ix) in consideration of the grant of the AwardOption grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award resulting from termination of Participant’s employment with the Company or the Employer Option (for any reason whatsoever and whether or not in breach of local Applicable Lawlabor laws) and 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, Participant then, by accepting this Agreement, Recipient shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
k. for purposes of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Award 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, except as provided under local Applicable Law.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Lydall Inc /De/), Nonqualified Stock Option Agreement (Lydall Inc /De/)
Nature of the Grant. In Neither the grant of the Option nor anything else contained in this Agreement shall be deemed to limit or restrict the right of the Employing Company to terminate the Optionee’s employment at any time, for any reason, with or without cause. Further, by accepting this Option, the Award, Participant Optionee acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. a) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plangrants of options, or benefits in lieu of awards under the Planoptions, even if awards under the Plan options have been granted repeatedly in the past;
c. b) all decisions with respect to future awardsoption grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant c) the Optionee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. d) the Award Option and the shares of Common Stock subject to the Award Option are an extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is are outside the scope of Participantthe Optionee’s employment contract, if any;
f. e) the Award Option and the shares of Common Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award Option are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Participating Company, except as may be required by applicable employment standards legislationSubsidiary or affiliate of the Corporation;
h. f) the Award Option and Participant’s participation in the Plan shares of Common Stock subject to the Option are not intended to replace any pension rights or compensation;
g) the grant of the Option will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Participating CompanySubsidiary or affiliate of the Corporation;
i. h) the future value of the underlying shares of Common Stock underlying the Option is unknown and cannot be predicted with certainty; if the underlying shares do not increase in value, the Option will have no value. If Optionee exercises the Option and obtains shares of Common Stock, the value of the shares acquired upon exercise may increase or decrease in value, even below the exercise price;
j. i) in consideration of the grant of the AwardOption, no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award Option resulting from termination of Participantthe Optionee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Lawapplicable labor laws) and Participant the Optionee 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 arisenarisen then, Participant by accepting this Option, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim;
k. for purposes j) it is the Optionee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of shares of Common Stock pursuant to the exercise of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (iOption;
k) the last day of ParticipantCorporation 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 Optionee’s actual and active employment with participation in the Company (Plan or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (Optionee’s purchase or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end sale of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For shares of Common Stock underlying the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this AwardOption; and
l. l) the Award Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability, except as provided under local Applicable Law.
Appears in 2 contracts
Samples: Non Qualified Stock Option Grant Agreement (United States Steel Corp), Non Qualified Stock Option Grant Agreement (United States Steel Corp)
Nature of the Grant. In Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting the this Performance Award, Participant the Grantee acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. a) the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanPerformance Awards, or benefits in lieu of awards under the PlanPerformance Awards, even if awards under the Plan Performance Awards have been granted repeatedly in the past;
c. b) all decisions with respect to future awardsPerformance Award grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant c) the Grantee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. d) the Performance Award and the shares of Stock Shares subject to the Performance Award are an extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is are outside the scope of Participantthe Grantee’s employment contract, if any;
f. e) the Performance Award and the shares of Stock Shares subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Performance Award are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Participating Company, except as may be required by applicable employment standards legislationSubsidiary or affiliate of the Corporation;
h. f) the Performance Award and Participant’s participation in the Plan Shares subject to the Performance Award are not intended to replace any pension rights or compensation;
g) the grant of the Performance Award will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Participating CompanySubsidiary or affiliate of the Corporation;
i. h) the future value of the Shares underlying shares of Stock the Performance Award is unknown and cannot be predicted with certainty;
j. i) in consideration of the grant of the Performance Award, no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Lawapplicable labor laws) and Participant the 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 arisenarisen then, Participant by accepting this Performance Award, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim;
k. for purposes 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 Plan and this Performance Award, Participant’s employment shall be considered to have terminated effective on the later of (i;
k) the last day of ParticipantCorporation 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 actual and active employment with participation in the Company (Plan or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (Grantee’s acquisition or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end sale of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For Shares underlying the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Performance Award; and
l. l) the Award Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability, except as provided under local Applicable Law.
Appears in 2 contracts
Samples: Performance Award Grant Agreement (United States Steel Corp), Performance Award Grant Agreement (United States Steel 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 this Restricted Stock Grant, the Award, Participant Grantee acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. the grant of the Award Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanRestricted Stock Grants, or benefits in lieu of awards under the PlanRestricted Stock Grants, even if awards under the Plan Restricted Stock Grants have been granted made repeatedly in the past;
c. b. all decisions with respect to future awardsRestricted Stock Grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant c. the Grantee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. d. the Award and the shares of Restricted Stock subject to the Award are Grant is an extraordinary item that which does not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is outside the scope of Participantthe Grantee’s employment contract, if any;
f. e. the Award and the shares of Restricted Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are Grant is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and payments;
f. in no the event should be considered as compensation for, or relating in any way to, past services for that the CompanyEmploying Company is not the Corporation, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. the Award and Participant’s participation in the Plan Restricted Stock Grant will not be interpreted to form an employment contract or relationship with the Company or any Participating Corporation; and furthermore, the Restricted Stock Grant will not be interpreted to form an employment contract with the Employing Company;
i. g. the future value of the underlying shares of Stock Shares is unknown and cannot be predicted with certainty;
j. h. in consideration of the grant of the AwardRestricted Stock, no claim or entitlement to compensation or damages shall arise arises from termination of the Restricted Stock Grant or diminution in value of the Restricted Stock or forfeiture of the Award Restricted Stock resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Lawapplicable labor laws) and Participant the 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 arisenarisen then, Participant by accepting this Restricted Stock Grant, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim;
k. for purposes 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 Restricted Stock Grant;
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 Plan and this Award, Participant’s employment shall be considered to have terminated effective on Shares underlying the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this AwardRestricted Stock Grant; and
l. k. the Award Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability, except as provided under local Applicable Law.
Appears in 2 contracts
Samples: Restricted Stock Grant Agreement (United States Steel Corp), Restricted Stock Grant Agreement (United States Steel Corp)
Nature of the Grant. In By entering into this Agreement and accepting the Awardgrant of this Award evidenced hereby, Participant acknowledges that:
a. : (i) 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;
b. time unless otherwise provided in the Plan and this Agreement; (ii) the grant of the this Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plangrants of stock units, or benefits in lieu of awards under the Planstock units, even if awards under the Plan stock units have been granted repeatedly in the past;
c. ; (iii) all decisions with respect to future awardsgrants, if any, will be at the sole discretion of the Company;
d. Participant is voluntarily participating ; (iv) Participant’s participation in the Plan. Participant (i) has reviewed Plan shall not create a right to further employment with the terms Employer and conditions shall not interfere with the ability of the Plan, Employer to terminate Participant’s employment relationship at any time; (v) Participant’s participation in the Award Agreement and Plan is voluntary; (vi) this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. the Award and the shares of Stock Shares subject to this Award, and the Award income and value of same, are an extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“the Employer”), and which is are outside the scope of Participant’s employment contract, if any;
f. the ; (vii) this Award and the shares of Stock Shares subject to the Award are not intended to replace any pension rights or compensation;
g. the Award this Award, and the shares income and value of Stock subject to the Award same, are not part of normal or expected compensation or salary for any purposes, purpose including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or welfare or retirement or welfare benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Participating Parent, Subsidiary or Affiliate; (viii) this Award and the Shares subject to this Award, and the income and value of same, are not intended to replace any pension rights or compensation; (ix) unless otherwise agreed with the Company, this Award and the Shares subject to this Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Parent, Subsidiary or Affiliate; (x) the vesting of this Award ceases upon termination of the employment relationship as described in Section 6 of this Agreement except as may otherwise be required by applicable employment standards legislation;
h. explicitly provided in the Plan document; (xi) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (xii) the grant of this Award and Participant’s participation in the Plan will shall not be interpreted to form an employment contract or relationship with the Company or any Participating Company;
i. Parent, Subsidiary or Affiliate; and furthermore, the future value of the underlying shares of Stock is unknown and canAward grant shall not be predicted interpreted to form an employment contract with certainty;
j. in consideration of the grant of the Award, Employer; (xiii) no claim or entitlement to compensation or damages shall arise from forfeiture of the this Award resulting from the termination of Participant’s employment with the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local Applicable Law) and employment laws in the jurisdiction where 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, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
k. for purposes of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally if any); and (xiv) unless otherwise provided in the Plan or by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubtin its discretion, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Award and the benefits under evidenced by this Agreement do not create any entitlement to have the PlanAward or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case of a merger, takeover or transfer of liability, except as provided under local Applicable LawShares.
Appears in 1 contract
Nature of the Grant. In accepting the Award, Participant acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan, or benefits in lieu of awards under the Plan, even if awards under the Plan have been granted repeatedly in the past;
c. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
d. Participant is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. the Award and the shares of Stock subject to the Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“Employer”), and which is outside the scope of Participant’s employment contract, if any;
f. the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. the Award and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Participating Company;
i. the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty;
j. in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Participant’s employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local Applicable Law) and 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, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
; k. for purposes of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Award 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, except as provided under local Applicable Law.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Rayonier Advanced Materials Inc.)
Nature of the Grant. In accepting the Award, Participant acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan, or benefits in lieu of awards under the Plan, even if awards under the Plan have been granted repeatedly in the past;
c. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
d. Participant is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. the Award and the shares of Stock subject to the Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“Employer”), and which is outside the scope of Participant’s employment contract, if any;
f. the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. the Award and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Participating Company;
i. the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty;
j. in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Participant’s employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local Applicable Law) and 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, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
k. for purposes of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Award 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, except as provided under local Applicable Law.period
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Rayonier Advanced Materials Inc.)
Nature of the Grant. In accepting the AwardRestricted Stock Unit, the Participant 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 at any time, unless otherwise provided in the Plan and this Agreement;
b. the grant of the Award Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards under the Planof Restricted Stock Units, or benefits in lieu of awards under the Plan, Restricted Stock Units even if awards under the Plan Restricted Stock Units have been granted awarded repeatedly in the past;
c. all decisions with respect to future awardsgrants of Restricted Stock Units, if any, will be at the sole discretion of the Company;
d. Participant is voluntarily participating the Participant’s participation in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this AppendixPlan is voluntary;
e. the Award and the shares of Restricted Stock subject to the Award Units are an extraordinary item that does do not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“to the Employer”), and which is Restricted Stock Units are outside the scope of the Participant’s employment contract, if any;
f. the Award and the shares of Restricted Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award Units are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
g. in the event that the Participant is not an employee of the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. the Award and Participant’s participation in the Plan grant of Restricted Stock Units will not be interpreted to form an employment contract or relationship with the Company Company; and furthermore, the grant of Restricted Stock Units will not be interpreted to form an employment contract with the Employer or any Participating Subsidiary or affiliate of the Company;
i. h. the future value of the underlying shares of Company Stock is unknown and cannot be predicted with certainty;
i. if the Participant receives shares of Company Stock upon vesting of the Restricted Stock Units, the value of such Shares may increase or decrease in value;
j. in consideration of the grant of the AwardRestricted Stock Units, no claim or entitlement to compensation or damages shall arise arises from forfeiture termination of the Award Restricted Stock Units or diminution in value of the Restricted Stock Units or shares received upon vesting of Restricted Stock Units resulting from termination of the Participant’s employment with Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local Applicable Lawlabor 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;
k. for purposes further, in consideration of the Plan and this Awardgrant of Restricted Stock Units, no claim or entitlement to compensation or damages arises if, in satisfying the Participant’s employment (and/or the Employer’s) obligation for Tax- further, in consideration of the grant of Restricted Stock Units, no claim or entitlement to compensation or damages arises if, in satisfying the Participant’s (and/or the Employer’s) obligation for Tax-Related Items pursuant to Section 6 of this Agreement, the Company and/or the Employer withholds an amount in excess of the amount legally required to be withheld, 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 considered deemed irrevocably to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (waived his or any Participating Company), whether her entitlement to pursue such date is selected by agreement, unilaterally by the Company (claim or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Awarddamages; and
l. in the Award event of termination of the Participant’s Service (whether or not in breach of local labor laws), the Participant’s right to receive Restricted Stock Units and the benefits vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing Service to the Company and will not automatically transfer be extended by any notice period mandated under local law (e.g., active Service would not include a period of “garden leave” or similar period pursuant to another company local law); furthermore, in the case event of a mergertermination of Service (whether or not in breach of local labor laws), takeover or transfer the Participant’s right to receive shares pursuant to the Restricted Stock Units after termination of liabilityService, except as provided if any, will be measured by the date on which the Participant no longer actively provides Service to the Company and will not be extended by any notice period mandated under local Applicable Lawlaw; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing Service for purposes of the grant of Restricted Stock Units.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)
Nature of the Grant. In Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting the this Performance Award, Participant the Grantee acknowledges that:
a. a) the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, is they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to the extent permitted by their terms;
b. b) the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanPerformance Awards, or benefits in lieu of awards under the PlanPerformance Awards, even if awards under the Plan Performance Awards have been granted repeatedly in the past;
c. c) all decisions with respect to future awardsPerformance Award grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant d) the Grantee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. e) the Performance Award and the shares of Stock Shares subject to the Performance Award are an extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is are outside the scope of Participantthe Grantee’s employment contract, if any;
f. f) the Performance Award and the shares of Stock Shares subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Performance Award are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Participating Company, except as may be required by applicable employment standards legislationSubsidiary or affiliate of the Corporation;
h. g) the Performance Award and Participant’s participation in the Plan Shares subject to the Performance Award are not intended to replace any pension rights or compensation;
h) the grant of the Performance Award will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Participating CompanySubsidiary or affiliate of the Corporation;
i. i) the future value of the Shares underlying shares of Stock the Performance Award is unknown unknown, indeterminable and cannot be predicted with certainty;
j. in consideration of the grant of the Award, j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Law) applicable labor laws), and Participant in consideration of the grant of the Performance Award to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Company Corporation and the Employer Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, Participant then, by participating in the Plan, the Grantee shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;
k. for purposes k) 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 Plan and this Performance Award, Participant’s employment shall be considered to have terminated effective on the later of (i;
l) the last day 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 Participant’s actual the Shares underlying the Performance Award;
m) the Grantee is hereby advised to consult with his or her own personal tax, legal and active employment with financial advisors regarding his or her participation in the Company (Plan before taking any action related to the Plan;
n) unless otherwise provided in the Plan, Administrative Regulations or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) Corporation in its discretion, the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Performance Award and the benefits under evidenced by this Agreement do not create any entitlement to have the PlanPerformance Award or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case Shares of a merger, takeover the Corporation; and
o) the following provisions apply only if the Grantee is providing services outside the United States:
i) the Performance Award and Shares underlying the Performance Award are not part of normal or transfer expected compensation for any purpose; and
ii) the Grantee acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of liability, except as provided under local Applicable Lawthe Performance Award or of any amounts due to the Grantee pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement.
Appears in 1 contract
Samples: Performance Award Grant Agreement (United States Steel Corp)
Nature of the Grant. In accepting the Awardgrant, Participant Employee acknowledges that:
a. (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this letter;
b. (b) the grant of the Award RSU is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanRSU grants, or benefits in lieu of awards under the PlanRSUs, even if awards under the Plan RSUs have been granted repeatedly in the past;
c. (c) all decisions with respect to future awardsRSUs, if any, will be at the sole discretion of the Company;
d. Participant (d) participation in the Plan shall not create a right to further employment with the Employee’s employer and shall not interfere with the ability of the Employee’s employer to terminate the Employee’s employment relationship at any time with or without cause;
(e) the Employee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. (f) the Award and the shares of Stock subject to the Award are RSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“Employer”)to the Employee’s employer, and which is outside the scope of Participantthe Employee’s employment contract, if any;
f. (g) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are RSU is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awardsRSUs, pension or retirement or welfare benefits or similar payments and payments;
(h) in no the event should be considered as compensation for, or relating in any way to, past services for that the Employee’s not an employee of the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. the Award and Participant’s participation in the Plan RSU will not be interpreted to form an employment contract or relationship with the Company Company; and furthermore, the RSU will not be interpreted to form an employment contract with any subsidiary or any Participating affiliate of the Company;
i. (i) the future value of the underlying shares of Stock Shares is unknown and cannot be predicted with certainty;
j. (j) in consideration of the grant of the AwardRSU, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award resulting RSU or diminution in value of the RSU or the Shares acquired through the RSU which results from termination of Participant’s your employment with by the Company or the Employer its affiliates (for any reason whatsoever and whether or not in breach of local Applicable Lawlabor laws) and Participant the Employee irrevocably releases the Company and the Employer or 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, Participant then, by accepting the RSU, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;; and
k. for purposes (k) notwithstanding any terms or conditions of the Plan and this Awardto the contrary, Participantin the event of involuntary termination of the Employee’s employment shall be considered to have terminated effective on the later (whether or not in breach of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Companylocal labor laws), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) Employee’s right to receive RSUs and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment vest in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Award and the benefits RSUs under the Plan, if any, will not automatically transfer to another company terminate effective as of the date that the Employee is no longer actively employed; furthermore, in the case event of a mergerinvoluntary termination of employment (whether or not in breach of local labor laws), takeover the Employee’s right to receive Shares pursuant to the RSUs or transfer to exercise the Options after termination of liabilityemployment, except as provided under local Applicable Lawif any, will be measured by the date of termination of the Employee’s active employment.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Juniper Networks Inc)
Nature of the Grant. In accepting the AwardRestricted Stock Unit, the Participant 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 at any time, unless otherwise provided in the Plan and this Agreement;
b. the grant of the Award Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards under the Planof Restricted Stock Units, or benefits in lieu of awards under the Plan, Restricted Stock Units even if awards under the Plan Restricted Stock Units have been granted awarded repeatedly in the past;
c. all decisions with respect to future awardsgrants of Restricted Stock Units, if any, will be at the sole discretion of the Company;
d. Participant is voluntarily participating the Participant’s participation in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this AppendixPlan is voluntary;
e. the Award and the shares of Restricted Stock subject to the Award Units are an extraordinary item that does do not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“to the Employer”), and which is Restricted Stock Units are outside the scope of the Participant’s employment contract, if any;
f. the Award and the shares of Restricted Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award Units are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating calculation of any overtime, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;
g. in the event that the Participant is not an employee of the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. the Award and Participant’s participation in the Plan grant of Restricted Stock Units will not be interpreted to form an employment contract or relationship with the Company Company; and furthermore, the grant of Restricted Stock Units will not be interpreted to form an employment contract with the Employer or any Participating CompanyAffiliate;
i. h. the future value of the underlying shares of Stock Shares is unknown and cannot be predicted with certainty;
i. if the Participant receives Shares upon vesting of the Restricted Stock Units, the value of such Shares may increase or decrease in value;
j. in consideration of the grant of the AwardRestricted Stock Units, no claim or entitlement to compensation or damages shall arise arises from forfeiture termination of the Award Restricted Stock Units or diminution in value of the Restricted Stock Units or shares received upon vesting of Restricted Stock Units resulting from termination of the Participant’s employment with Service to the Company or the Employer (for any reason whatsoever and whether or not in breach of local Applicable Lawlabor 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;
k. for purposes further, in consideration of the Plan and this Awardgrant of Restricted Stock Units, no claim or entitlement to compensation or damages arises if, in satisfying the Participant’s employment (and/or the Employer’s) obligation for Tax-Related Items pursuant to Section 6 of this Agreement, the Company and/or the Employer withholds an amount in excess of the amount legally required to be withheld, 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 considered deemed irrevocably to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (waived his or any Participating Company), whether her entitlement to pursue such date is selected by agreement, unilaterally by the Company (claim or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Awarddamages; and
l. in the Award event of termination of the Participant’s Service (whether or not in breach of local labor laws), the Participant’s right to receive Restricted Stock Units and the benefits vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing Service to the Company and will not automatically transfer be extended by any notice period mandated under local law (e.g., active Service would not include a period of “garden leave” or similar period pursuant to another company local law); furthermore, in the case event of a mergertermination of Service (whether or not in breach of local labor laws), takeover or transfer the Participant’s right to receive shares pursuant to the Restricted Stock Units after termination of liabilityService, except as provided if any, will be measured by the date on which the Participant no longer actively provides Service to the Company and will not be extended by any notice period mandated under local Applicable Lawlaw; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing Service for purposes of the grant of Restricted Stock Units.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Lam Research Corp)
Nature of the Grant. In Neither the grant of the Option nor anything else contained in this Agreement shall be deemed to limit or restrict the right of the Employing Company to terminate the Optionee’s employment at any time, for any reason, with or without cause. Further, by accepting this Option, the Award, Participant Optionee acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. a) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plangrants of options, or benefits in lieu of awards under the Planoptions, even if awards under the Plan options have been granted repeatedly in the past;
c. b) all decisions with respect to future awardsoption grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant c) the Optionee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. d) the Award and the shares of Stock subject to the Award are Option is an extraordinary item that which does not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is outside the scope of Participantthe Optionee’s employment contract, if any;
f. e) the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are Option is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and payments;
f) in no the event should be considered as compensation for, or relating in any way to, past services for that the CompanyEmploying Company is not the Corporation, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. grant of the Award and Participant’s participation in the Plan Option will not be interpreted to form an employment contract or relationship with the Company or any Participating Corporation; and furthermore, the grant of the Option will not be interpreted to form an employment contract with the Employing Company;
i. g) the future value of the underlying shares of Common Stock underlying the Option is unknown and cannot be predicted with certainty;
j. h) in consideration of the grant of the AwardOption, no claim or entitlement to compensation or damages shall arise arises from termination of the Option or diminution in value of the Option or forfeiture of the Award Option resulting from termination of Participantthe Optionee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Lawapplicable labor laws) and Participant the Optionee 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 arisenarisen then, Participant by accepting this Option, the Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim;
k. for purposes i) it is the Optionee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of shares of Common Stock pursuant to the exercise of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (iOption;
j) the last day of ParticipantCorporation 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 Optionee’s actual and active employment with participation in the Company (Plan or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (Optionee’s purchase or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end sale of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For shares of Common Stock underlying the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this AwardOption; and
l. k) the Award Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability, except as provided under local Applicable Law.
Appears in 1 contract
Samples: Non Qualified Stock Option Grant Agreement (United States Steel Corp)
Nature of the Grant. In Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting the this Performance Award, Participant the Grantee acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. a) the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanPerformance Awards, or benefits in lieu of awards under the PlanPerformance Awards, even if awards under the Plan Performance Awards have been granted repeatedly in the past;
c. b) all decisions with respect to future awardsPerformance Award grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant c) the Grantee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. d) the Performance Award and the shares of Stock Shares subject to the Performance Award are an extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is are outside the scope of Participantthe Grantee’s employment contract, if any;
f. e) the Performance Award and the shares of Stock Shares subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Performance Award are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Participating Company, except as may be required by applicable employment standards legislationSubsidiary or affiliate of the Corporation;
h. f) the Performance Award and Participant’s participation in the Plan Shares subject to the Performance Award are not intended to replace any pension rights or compensation;
g) the grant of the Performance Award will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Participating CompanySubsidiary or affiliate of the Corporation;
i. h) the future value of the Shares underlying shares of Stock the Performance Award is unknown and cannot be predicted with certainty;
j. in consideration of the grant of the Award, i) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Law) applicable labor laws), and Participant in consideration of the grant of the Performance Award to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Company Corporation and the Employer Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, Participant then, by participating in the Plan, the Grantee shall be deemed irrevocably to have waived his or her entitlement agreed not to pursue such claimclaim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
k. for purposes 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 Plan and this Performance Award, Participant’s employment shall be considered to have terminated effective on the later of (i;
k) the last day of ParticipantCorporation 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 actual and active employment with participation in the Company (Plan or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (Grantee’s acquisition or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end sale of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For Shares underlying the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Performance Award; and
l. l) the Award Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability, except as provided under local Applicable Law.
Appears in 1 contract
Samples: Performance Award Grant Agreement (United States Steel Corp)
Nature of the Grant. In Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting the this Performance Award, Participant the Grantee acknowledges that:
a. : a) the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, is they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time;
b. , to the extent permitted by their terms; b) the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanPerformance Awards, or benefits in lieu of awards under the PlanPerformance Awards, even if awards under the Plan Performance Awards have been granted repeatedly in the past;
c. ; c) all decisions with respect to future awardsPerformance Award grants, if any, will be at the sole discretion of the Company;
d. Participant Committee; d) the Grantee is voluntarily participating in the Plan. Participant (i; e) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. the Performance Award and the shares of Stock Shares subject to the Performance Award are an extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is are outside the scope of Participantthe Grantee’s employment contract, if any;
f. ; f) the Performance Award and the shares of Stock Shares subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Performance Award are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Participating Company, except as may be required by applicable employment standards legislation;
h. Subsidiary or affiliate of the Corporation; g) the Performance Award and Participant’s participation in the Plan Shares subject to the Performance Award are not intended to replace any pension rights or compensation; h) the grant of the Performance Award will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Participating Company;
i. Subsidiary or affiliate of the Corporation; i) the future value of the Shares underlying shares of Stock the Performance Award is unknown unknown, indeterminable and cannot be predicted with certainty;
j. in consideration of the grant of the Award, ; j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Law) applicable labor laws or the terms of the Grantee’s employment agreement, if any), and Participant in consideration of the grant of the Performance Award to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Company Corporation and the Employer Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, Participant then, by participating in the Plan, the Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) 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 Performance Award; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the Performance Award; m) the Grantee is hereby advised to consult with his or her entitlement to pursue such claim;
k. for purposes of own personal tax, legal and financial advisors regarding his or her participation in the Plan and this Awardbefore taking any action related to the Plan; n) unless otherwise provided in the Plan, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (Administrative Regulations or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) Corporation in its discretion, the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Performance Award and the benefits under evidenced by this Agreement do not create any entitlement to have the PlanPerformance Award or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case Shares of a merger, takeover the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: i) the Performance Award and Shares underlying the Performance Award are not part of normal or transfer expected compensation for any purpose; and ii) the Grantee acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of liability, except as provided under local Applicable Lawthe Performance Award or of any amounts due to the Grantee pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement.
Appears in 1 contract
Samples: Performance Award Grant Agreement (United States Steel Corp)
Nature of the Grant. In accepting the Awardgrant of this Share Option, Participant acknowledges thatthe Optionee acknowledges, understands and agrees as follows:
a. the (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, to the extent permitted by the Plan;
b. the (b) The grant of the Award this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards under the Plangrants of options, or benefits in lieu of awards under the Planoptions, even if awards under the Plan options have been granted repeatedly in the past;
c. all (c) All decisions with respect to future awardsshare option grants, if any, will be at the sole discretion of the CompanyAdministrator;
d. Participant (d) The Optionee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. the Award (e) The Share Option and the shares of Stock Shares subject to the Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or other Participating Company which employs Participant (“Employer”)Share Option, and which is outside the scope income from and value of Participant’s employment contractsame, if any;
f. the Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. (f) The grant of the Award Share Options and the shares of Stock Optionee’s participation in the Plan shall not create a right to, or be interpreted as forming an employment or service contract with the Company;
(g) The Share Option and Shares subject to the Award Share Option, and the income from and value of same, are not part of or normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end of end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Participating Company, except as may be required by applicable employment standards legislationmandatory payments;
h. the Award and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Participating Company;
i. the (h) The future value of the underlying shares of Stock Shares is unknown unknown, indeterminable and cannot be predicted with certainty;
j. (i) If the underlying Shares subject to the Share Option do not increase in consideration value, the Share Option will have no value;
(j) If the Optionee exercises the Share Option and acquires Shares, the value of such shares may increase or decrease, even below the grant of the Award, no exercise price;
(k) No claim or entitlement to compensation or damages shall arise from forfeiture of the Award Share Options resulting from the termination of Participantthe Optionee’s employment with the Company or the Employer (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of local Applicable Lawemployment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’s employment agreement, if any);
(l) and Participant irrevocably releases Unless otherwise agreed with the Company Company, the Share Option and the Employer Shares subject to the share Option, and the income from any such claim that and value of same, are not granted as consideration for, or in connection with, the service the Optionee may arise; if, notwithstanding the foregoing, any such claim is found by provide as a court of competent jurisdiction to have arisen, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;
k. for purposes of the Plan and this Award, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect director of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this AwardSubsidiary; and
l. (m) Neither the Award Company, the Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the benefits under United States Dollar that may affect the Plan, if any, will not automatically transfer value of the Share Option or of any amounts due to another company in the case Optionee pursuant to the exercise of a merger, takeover this Share Option or transfer the subsequent sale of liability, except as provided under local Applicable Lawany Shares acquired upon exercise.
Appears in 1 contract
Samples: Non Qualified Share Option Agreement (Mimecast LTD)
Nature of the Grant. In Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting the this Performance Award, Participant the Grantee acknowledges that:
a. : a) the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, is they are discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time;
b. , to the extent permitted by their terms; b) the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanPerformance Awards, or benefits in lieu of awards under the PlanPerformance Awards, even if awards under the Plan Performance Awards have been granted repeatedly in the past;
c. ; c) all decisions with respect to future awardsPerformance Award grants, if any, will be at the sole discretion of the Company;
d. Participant Committee; d) the Grantee is voluntarily participating in the Plan. Participant (i; e) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. the Performance Award and the shares of Stock Shares subject to the Performance Award are an extraordinary item that does items which do not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is are outside the scope of Participantthe Grantee’s employment contract, if any;
f. ; f) the Performance Award and the shares of Stock Shares subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Performance Award are not part of normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, Corporation or the Employer Employing Company or any Participating Company, except as may be required by applicable employment standards legislation;
h. Subsidiary or affiliate of the Corporation; g) the Performance Award and Participant’s participation in the Plan Shares subject to the Performance Award are not intended to replace any pension rights or compensation; h) the grant of the Performance Award will not be interpreted to form an employment contract or relationship with the Corporation, the Employing Company or any Participating Company;
i. Subsidiary or affiliate of the Corporation; i) the future value of the Shares underlying shares of Stock the Performance Award is unknown unknown, indeterminable and cannot be predicted with certainty;
j. in consideration of the grant of the Award, ; j) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Performance Award resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Law) applicable labor laws or the terms of the Grantee’s employment agreement, if any), and Participant in consideration of the grant of the Performance Award to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Company Corporation and the Employer Employing Company from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, Participant then, by participating in the Plan, the Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) 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 Performance Award; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the Performance Award; m) the Grantee is hereby advised to consult with his or her entitlement to pursue such claim;
k. for purposes of own personal tax, legal and financial advisors regarding his or her participation in the Plan and this Awardbefore taking any action related to the Plan; n) unless otherwise provided in the Plan, Participant’s employment shall be considered to have terminated effective on the later of (i) the last day of Participant’s actual and active employment with the Company (Administrative Regulations or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (or any Participating Company) and whether with or without advance notice to Participant; and (ii) Corporation in its discretion, the end of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Award; and
l. the Performance Award and the benefits under evidenced by this Agreement do not create any entitlement to have the PlanPerformance Award or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case Shares of a merger, takeover the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: i) the Performance Award and Shares underlying the Performance Award are not part of normal or transfer expected compensation for any purpose; and ii) the Grantee acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of liability, except as provided under local Applicable Law.the Performance Award or of any amounts due to the Grantee pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement. RETENTION PERFORMANCE AWARD GRANT FORM – February 2014
Appears in 1 contract
Samples: Performance Award Grant Agreement (United States Steel Corp)
Nature of the Grant. In Nothing herein shall be construed as giving Grantee any right to be retained in the employ of an Employing Company or affect any right that the Employing Company may have to terminate the employment of such Grantee. Further, by accepting the this Performance Award, Participant the Grantee acknowledges that:
a. the Plan is established voluntarily by the Company, is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
b. a) the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the PlanPerformance Awards, or benefits in lieu of awards under the PlanPerformance Awards, even if awards under the Plan Performance Awards have been granted repeatedly in the past;
c. b) all decisions with respect to future awardsPerformance Award grants, if any, will be at the sole discretion of the CompanyCommittee;
d. Participant c) the Grantee is voluntarily participating in the Plan. Participant (i) has reviewed the terms and conditions of the Plan, the Award Agreement and this Appendix and understands his or her rights, restrictions and obligations thereunder, and (ii) has been afforded the opportunity to obtain counsel and advice with respect to the Plan, the Award Agreement and this Appendix;
e. d) the Performance Award and the shares of Stock subject to the Award are is an extraordinary item that which does not constitute compensation of any kind for services of any kind rendered to the Company Corporation or other Participating Company which employs Participant (“Employer”)to the Employing Company, and which is outside the scope of Participantthe Grantee’s employment contract, if any;
f. e) the Performance Award and the shares of Stock subject to the Award are not intended to replace any pension rights or compensation;
g. the Award and the shares of Stock subject to the Award are is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and payments;
f) in no the event should be considered as compensation for, or relating in any way to, past services for that the CompanyEmploying Company is not the Corporation, the Employer or any Participating Company, except as may be required by applicable employment standards legislation;
h. grant of the Performance Award and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Participating Corporation; and furthermore, the grant of the Performance Award will not be interpreted to form an employment contract with the Employing Company;
i. g) the future value of the Shares underlying shares of Stock the Performance Award is unknown and cannot be predicted with certainty;
j. h) in consideration of the grant of the Performance Award, no claim or entitlement to compensation or damages shall arise arises from termination of the Performance Award or diminution in value of the Performance Award or forfeiture of the Performance Award resulting from termination of Participantthe Grantee’s employment with by the Company Corporation or the Employer Employing Company (for any reason whatsoever and whether or not in breach of local Applicable Lawapplicable labor laws) and Participant the 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 arisenarisen then, Participant by accepting this Performance Award, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such a claim;
k. for purposes 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 Plan and this Performance Award, Participant’s employment shall be considered to have terminated effective on the later of (i;
j) the last day of ParticipantCorporation 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 actual and active employment with participation in the Company (Plan or any Participating Company), whether such date is selected by agreement, unilaterally by the Company (Grantee’s acquisition or any Participating Company) and whether with or without advance notice to Participant; and (ii) the end sale of the minimum notice period during which benefits must be continued pursuant to applicable employment standards legislation. For Shares underlying the avoidance of doubt, no period of notice or payment in lieu of notice (except in the case of (ii) above) that is given or that ought to have been given under statute, contract, civil law, common law in respect of such termination of employment that follows or is in respect of a period after Participant’s last day of actual and active employment shall be considered as extending the period of employment for the purpose of determining Participant’s entitlements under the Plan and this Performance Award; and
l. k) the Award Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the benefits under Plan before taking any action related to the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover or transfer of liability, except as provided under local Applicable Law.
Appears in 1 contract
Samples: Performance Award Grant Agreement (United States Steel Corp)
