Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows: (a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The Participant is voluntarily participating in the Plan. (c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition. (d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim. (e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or Shares, if any, are at the Company’s sole discretion. (f) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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. (g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation. (h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value. (j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares or of any amounts due to the Participant pursuant to the vesting of the Units or the subsequent sale of any Shares acquired upon vesting.
Appears in 2 contracts
Samples: Performance Based Restricted Share Unit Agreement (CIMPRESS PLC), Performance Based Restricted Share Unit Agreement (CIMPRESS PLC)
Nature of the Grant. By In accepting the RSUs and by execution of this Agreement, the Participant acknowledges as followsthat:
(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 unless otherwise provided in the extent permitted by the PlanPlan or this Agreement.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim RSUs is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares RSUs, or benefits in lieu of Units or Shares RSUs, even if Units RSUs have been awarded granted repeatedly in the past. .
(c) All decisions with respect to future grants of Units and/or SharesRSU award grants, if any, are will be at the sole discretion of the Company’s sole discretion.
(fd) Participant is voluntarily participating in the Plan.
(e) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope grant of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are RSUs is not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(if) The future value of the Shares underlying Common Stock is unknown and cannot be predicted with certainty. If certainty and if Participant vests in the Participant receives SharesRSUs and is issued shares of Common Stock, the value of such Shares shares may increase or decrease in valuedecrease.
(jg) The Participant acknowledges and agrees that neither In consideration of the Company nor any grant of its affiliates the RSUs, no claim or agents is liable for any foreign exchange rate fluctuation between entitlement to compensation or damages shall arise from termination of the Participant’s local currency and the United States Dollar that may affect the RSUs or diminution in value of the Units RSUs or Shares or of any amounts due to the Participant pursuant to the shares acquired upon vesting of the Units RSUs resulting from termination of Participant’s employment or service by the subsequent Company or one of its Subsidiaries (for any reason whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and its Subsidiaries 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 acceptance of the RSUs and execution of this Agreement, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
(h) The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition of shares of Common Stock upon vesting of the RSUs or any sale of such shares.
(i) Participant is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any Shares acquired upon vesting.action related to the Plan. The parties to this Agreement have executed this Agreement effective the day and year first above written. NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION By Its:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Northern Technologies International Corp)
Nature of the Grant. By In accepting this Agreementthe Restricted Share Units, the Participant acknowledges as followsthat:
(a) The the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by the Plan.Plan and this Agreement;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Restricted Share Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares grants, or benefits in lieu of Units or Shares grants, even if Units grants have been awarded granted repeatedly in the past. All ;
(c) all decisions with respect to future grants of Units and/or Sharesgrants, if any, are will be at the Company’s sole discretion.discretion of the Board;
(fd) The the Participant is voluntarily participating in the Plan;
(e) the Restricted Share Units and Shares are an extraordinary items item that do not constitute compensation of any kind for services of any kind rendered to the CompanyCompany or the Employer, and the Units are which is outside the scope of the Participant’s employment or services contractconsultancy agreement of his or her corporate mandate, if any. The Units, ;
(f) the Shares, and the income and value of the Restricted Share Units and Shares are not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the to, calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; , pension, retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way toway, to past services for the Company.Company or the Employer;
(g) The Unitsin the event that the Participant is not an employee of the Company, the Shares, Restricted Share Units and the income and value of Participant’s participation in the Units and Shares are Plan will not intended be interpreted to replace any pension rights form an employment or compensation.service contract or relationship with the Company;
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between ; if the Participant’s local currency and Restricted Share Units never vest, the United States Dollar that may affect Participant will not be eligible to receive any Ordinary Shares; and
(i) in consideration of the Restricted Share Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Share Units or from any decrease in value of the Restricted Share Units or Ordinary Shares that may be or have been acquired resulting from termination of the Participant’s employment, consultancy or corporate mandate by or with the Company or the Employer (for any amounts due to reason whatsoever and whether or not in breach of contract or local laws) and the Participant pursuant to irrevocably releases the vesting of Company and the Units or the subsequent sale of Employer from any Shares acquired upon vesting.such claim that may arise. EU1/ 53399607.8 EU1/ 53399607.8
Appears in 1 contract
Nature of the Grant. By In accepting this Agreementthe Performance Share Units, the Participant acknowledges as followsthat:
(a) The the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by the Plan.Plan and this Agreement;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Performance Share Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares grants, or benefits in lieu of Units or Shares grants, even if Units grants have been awarded granted repeatedly in the past. All ;
(c) all decisions with respect to future grants of Units and/or Sharesgrants, if any, are will be at the Company’s sole discretion.discretion of the Board;
(fd) The the Participant is voluntarily participating in the Plan;
(e) the Performance Share Units and Shares are an extraordinary items item that do not constitute compensation of any kind for services of any kind rendered to the CompanyCompany or the Employer, and the Units are which is outside the scope of the Participant’s employment or services contractconsultancy agreement of his or her corporate mandate, if any. The Units, ;
(f) the Shares, and the income and value of the Performance Share Units and Shares are not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the to, calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; , pension, retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way toway, to past services for the Company.Company or the Employer;
(g) The Unitsin the event that the Participant is not an employee of the Company, the Shares, Performance Share Units and the income and value of Participant’s participation in the Units and Shares are Plan will not intended be interpreted to replace any pension rights form an employment or compensation.service contract or relationship with the Company;
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between ; if the Participant’s local currency and Performance Share Units never vest, the United States Dollar that may affect the value Participant will not be eligible to receive any Ordinary Shares; and
(i) in consideration of the Performance Share Units, no claim or entitlement to compensation or damages shall arise from termination of the Performance Share Units or Shares or of any amounts due to the Participant pursuant to the vesting of the Units or the subsequent sale of any Shares acquired upon vesting.from -6- EU1/ 90093673.2 EU1/ 90093673.2
Appears in 1 contract
Nature of the Grant. By In accepting this Agreementthe Deferred Stock Units, the Participant acknowledges as follows:
Employee acknowledges, understands, and agrees that: (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 Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units b)the Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Grants, or benefits in lieu of Units or Shares Deferred Stock Units, even if Deferred Stock Units have been awarded repeatedly granted in the past. All ; (c)all decisions with respect to future grants of Units and/or SharesGrants, if any, are will be at the Companysole discretion of the Committee; (d)the Employee’s sole discretion.
participation in the Plan is voluntary; (f) The e)the Deferred Stock Units and Shares are extraordinary items that do not constitute compensation the shares of any kind for services of any kind rendered Common Stock subject to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Deferred Stock Units, the Shares, and the income and value of same, are not intended to replace any pension rights or compensation; (f)the Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments; (g)the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h)unless otherwise agreed with the Company, the Deferred Stock Units and Shares the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group; (i)the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; (j)unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor 7 to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and (k)if the Employee is providing services outside the United States:
i. the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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 purpose;
ii. neither the Company.
(g) The Units, the Shares, and the income and value Employer nor any member of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot Mondelēz Group shall be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the Deferred Stock Units or Shares any shares of Common Stock delivered to the Employee upon vesting of the Deferred Stock Units or of any amounts due proceeds resulting from the Employee’s sale of such shares; and
iii. no claim or entitlement to the Participant pursuant to the vesting compensation or damages shall arise from forfeiture of the Deferred Stock Units resulting from the termination of the Employee’s employment or other service relationship by the Company or the subsequent sale Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of any Shares acquired upon vestingemployment laws in the jurisdiction where the Employee is employed or the terms of his or her employment agreement, if any).
Appears in 1 contract
Samples: Global Deferred Stock Unit Agreement
Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows:
(a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or Shares, if any, are at the Company’s sole discretion.
(f) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The UnitsPSUs, the Shares, and the income and value of the Units PSUs and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(hd) Unless the parties otherwise agree, the UnitsPSUs, the SharesShares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(ie) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives SharesShares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.
(jf) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s relationship with the Company for any reason whatsoever and whether or not in breach of applicable laws. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim.
(g) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable laws, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan.
(h) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares PSUs or of any amounts due to the Participant pursuant to the vesting settlement of the Units PSUs or the subsequent sale of any Shares acquired upon vestingsettlement.
Appears in 1 contract
Nature of the Grant. By In accepting this Agreementthe Performance Share Units, the Participant acknowledges as followsthat:
(a) The the Plan is established voluntarily by the Company, it provides for certain criteria in order to be eligible to receive an award, it is restricted in time, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by the Plan.Plan and this Agreement;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Performance Share Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares grants, or benefits in lieu of Units or Shares grants, even if Units grants have been awarded granted repeatedly in the past. All ;
(c) all decisions with respect to future grants of Units and/or Sharesgrants, if any, are will be at the Company’s sole discretion.discretion of the Board;
(fd) The the Participant is voluntarily participating in the Plan;
(e) the Performance Share Units and Shares are an extraordinary items item that do not constitute compensation of any kind for services of any kind rendered to the CompanyCompany or the Employer, and the Units are which is outside the scope of the Participant’s employment or services contractconsultancy agreement of his or her corporate mandate, if any. The Units, ;
(f) the Shares, and the income and value of the Performance Share Units and Shares are not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the to, calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; , pension, retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way toway, to past services for the Company.Company or the Employer;
(g) The Unitsin the event that the Participant is not an employee of the Company, the Shares, Performance Share Units and the income and value of Participant’s participation in the Units and Shares are Plan will not intended be interpreted to replace any pension rights form an employment or compensation.service contract or relationship with the Company;
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the underlying Ordinary Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between ; if the Participant’s local currency and Performance Share Units never vest, the United States Dollar that may affect Participant will not be eligible to receive any Ordinary Shares; and
(i) in consideration of the Performance Share Units, no claim or entitlement to compensation or damages shall arise from termination of the Performance Share Units or from any decrease in value of the Performance Share Units or Ordinary Shares that may be or have been acquired resulting from termination of the Participant’s employment, consultancy or corporate mandate by or with the Company or the Employer (for any amounts due to reason whatsoever and whether or not in breach of contract or local laws) and the Participant pursuant to irrevocably releases the vesting of Company and the Units or the subsequent sale of Employer from any Shares acquired upon vestingsuch claim that may arise.
Appears in 1 contract
Nature of the Grant. By accepting this Agreementparticipating in the Plan and in exchange for receiving the LTI Xxxxx, the Participant acknowledges as followsacknowledges, understands and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares awards, or benefits in lieu of Units or Shares LTI Grants, even if Units LTI Grants have been awarded repeatedly made in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesLTI Grants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, participation in the SharesPlan is voluntary;
(e) the LTI Grant and the shares of Common Stock, and the income and value of same, subject to the Units LTI Grant are not intended to replace any pension rights or compensation;
(f) the LTI Grant and Shares the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any entity of the Mondelēz Group;
(i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.purpose;
(j) The Participant acknowledges and agrees that neither the Company Company, the Employer nor any other member of its affiliates or agents is the Mondelēz Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units LTI Grant or Shares any shares of Common Stock delivered to the Participant upon vesting of the LTI Xxxxx or of any amounts due proceeds resulting from the Participant’s sale of such shares; and
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Grant or the recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the failure to reach Performance Goals or termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant pursuant to the vesting of the Units is employed or the subsequent sale terms of his or her employment agreement, if any); and/or (b) the application of any Shares acquired upon vestingrecoupment policy or any recovery or clawback policy otherwise required by law.
Appears in 1 contract
Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)
Nature of the Grant. By In accepting this Agreementthe grant of Restricted Stock Units, the Participant acknowledges as followsacknowledges, understands and agrees that:
(ai) The the Plan is established voluntarily by the Company, it is discretionary in nature and limited in duration, and it may be modified, amended, suspended or terminated by the Company Company, in its sole discretion, at any time, to the extent permitted by the Plan.;
(bii) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of Units or Shares Restricted Stock Units, or benefits in lieu of Units or Shares Restricted Stock Units, even if Restricted Stock Units have been awarded repeatedly granted in the past. All ;
(iii) all decisions with respect to future grants of Restricted Stock Units and/or Sharesor other grants, if any, are will be at the Company’s sole discretion.
(f) The Units and Shares are extraordinary items that do not constitute compensation discretion of any kind for services of any kind rendered to the Company, including, but not limited to, the form and timing of the grant, the number of shares of Common Stock subject to the grant, and the vesting provisions applicable to the grant;
(iv) the grant of Restricted Stock Units are outside and the scope Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Participant’s Employer, or any Subsidiary or affiliate of the Company and shall not interfere with the ability of the Employer to terminate the Participant’s employment or services contract, if any. The Units, Service relationship;
(v) the Shares, Participant is voluntarily participating in the Plan;
(vi) the Restricted Stock Units and the income and value shares of the Units and Shares are not part of normal Common Stock (or expected compensation or salary for any purpose (including but not limited cash) subject to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Restricted Stock Units and Shares are not intended to replace any pension rights or compensation.;
(hvii) Unless the parties otherwise agree, the Restricted Stock Units, the Shares, shares of Common Stock (or cash) subject to the Restricted Stock Units and the income and value of same, are extraordinary items of compensation outside the same scope of the Participant’s employment (and employment contract, if any) and are not consideration forpart of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.retirement or welfare benefits or similar payments;
(iviii) The the future value of the Shares shares of Common Stock underlying the Restricted Stock Units is unknown unknown, indeterminable and cannot be predicted with certainty. If ;
(ix) unless otherwise determined by the Board in its sole discretion, a termination of Service shall be effective from the date on which active employment or Service ends and shall not be extended by any statutory or common law notice of termination period; the Board shall have the exclusive discretion to determine when a termination of Service occurs for purposes of this grant of Restricted Stock Units;
(x) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from a termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant receives Sharesis employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which the Participant is otherwise not entitled, the value Participant irrevocably agrees never to institute any claim against the Company, the Employer or any affiliate of the Company, waive the Participant’s ability, if any, to bring any such claim, and releases the Company, the Employer and all affiliates of the Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such Shares may increase or decrease in value.claim;
(jxi) The Participant acknowledges unless otherwise provided herein, in the Plan or by the Company in its discretion, the grant of Restricted Stock Units and agrees that the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s shares of Common Stock; and
(xii) neither the Company Company, the Employer, nor any affiliate of its affiliates or agents is the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the Restricted Stock Units or Shares or of any amounts due to the Participant pursuant to the vesting settlement of the Restricted Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon vestingsettlement of the Restricted Stock Units.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Metaldyne Performance Group Inc.)
Nature of the Grant. By entering into this Award Agreement and accepting the grant of this AgreementAward evidenced hereby, the Participant acknowledges as followsthat:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to time unless otherwise provided in the extent permitted by the Plan.Plan and this Award Agreement;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units Award is exceptional, voluntary voluntary, and occasional and does not create any contractual or other right to receive future awards grants of Units or Shares restricted stock units, or benefits in lieu of Units or Shares restricted stock units, even if Units restricted stock units have been awarded repeatedly granted in the past. All ;
(c) all decisions with respect to future grants of Units and/or Sharesgrants, if any, are will be at the sole discretion of the Company;
(d) this Award and Participant’s sole discretion.participation in the Plan shall not create a right to further employment with the Employer;
(e) this Award and Participant’s participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Employer, and shall not interfere with the ability of the Employer to terminate Participant’s employment relationship at any time;
(f) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to Participant’s participation in the Company, Plan is voluntary;
(g) this Award and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the SharesShares subject to this Award, and the income from and value of the Units and Shares same, are not part of normal or expected compensation or salary for any purpose (including including, but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or dismissal, end of service payments; , bonuses; , long-service awards; pension, retirement pension or welfare benefits; or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company., the Employer or any Affiliate;
(gh) The Units, this Award and the SharesShares subject to this Award, and the income from and value of the Units and Shares same, are not intended to replace any pension rights or compensation.;
(hi) Unless unless otherwise agreed with the parties otherwise agreeCompany, this Award and the Units, the SharesShares subject to this Award, and the income from and value of the same same, are not granted as consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.any Affiliate;
(ij) The the vesting of this Award ceases upon Participant's Termination, as described in Section 6 of this Award Agreement, except as may otherwise be explicitly provided in the Plan;
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of this Award resulting from Participant’s Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) or from the application of any clawback or recoupment policy adopted by the Company or imposed by applicable law;
(l) the future value of the underlying Shares is unknown unknown, indeterminable and cannot be predicted with certainty. If ; and
(m) unless otherwise provided in the Participant receives SharesPlan or by the Company in its discretion, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency Award and the United States Dollar that may affect benefits evidenced by this Award Agreement do not create any entitlement to have the value of Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Units or Shares or of any amounts due to the Participant pursuant to the vesting of the Units or the subsequent sale of any Shares acquired upon vestingShares.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Oracle Corp)
Nature of the Grant. By In accepting this Agreementthe Deferred Stock Units, the Participant acknowledges as followsEmployee acknowledges, understands, and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Grants, or benefits in lieu of Units or Shares Deferred Stock Units, even if Deferred Stock Units have been awarded repeatedly granted in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesGrants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The the Employee’s participation in the Plan is voluntary;
(e) the Deferred Stock Units and Shares are extraordinary items that do not constitute compensation the shares of any kind for services of any kind rendered Common Stock subject to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Deferred Stock Units, the Shares, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the Deferred Stock Units and Shares the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group;
(i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; May 22, 2024
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock;
(k) the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose purpose;
(including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar paymentsl) and in no event should be considered as compensation for, or relating in any way to, past services for neither the Company.
(g) The Units, the Shares, and the income and value Employer nor any member of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot Mondelēz Group shall be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the Deferred Stock Units or Shares any shares of Common Stock delivered to the Employee upon vesting of the Deferred Stock Units or of any amounts due proceeds resulting from the Employee’s sale of such shares; and
(m) no claim or entitlement to the Participant pursuant to the vesting compensation or damages shall arise from forfeiture of the Deferred Stock Units or the subsequent sale recoupment of any Shares shares of Common Stock acquired upon vestingunder the Plan resulting from (a) the termination of the Employee’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of his or her employment agreement, if any); and/or (b) the application of any recoupment policy or any recovery or clawback policy otherwise required by law.
Appears in 1 contract
Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)
Nature of the Grant. By In accepting this Agreementthe grant of these Restricted Share Units, the Participant acknowledges Grantee acknowledges, understands and agrees as follows:
(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 Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the these Restricted Share Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of Units or Shares restricted share units, or benefits in lieu of Units or Shares restricted share units, even if Units restricted share units have been awarded repeatedly granted in the past. ;
(c) All decisions with respect to future grants of Units and/or Sharesrestricted share unit grants, if any, are will be at the Company’s sole discretion.discretion of the Administrator;
(fd) The Grantee is voluntarily participating in the Plan;
(e) The Restricted Share Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered subject to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Restricted Share Units, the Shares, and the income from and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severancesame, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.;
(f) The grant of the Restricted Share Units and the Grantee’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 Restricted Share Units and Shares subject to the Restricted Share Units, and the income from and value of same, are not part or normal or expected compensation or salary for any purpose, including, but limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(h) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(i) No claim or entitlement to compensation or damages shall arise from forfeiture of Restricted Share Units resulting from the termination of the Grantee’s employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any);
(j) Unless otherwise agreed with the parties otherwise agreeCompany, the Restricted Share Units and Shares subject to the Restricted Share Units, the Shares, and the income from and value of the same same, are not granted as consideration for, or granted in connection with, any the service the Participant Grantee may provide as a director of a subsidiary of Subsidiary; and
(k) Neither the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company Employer nor any of its affiliates or agents is other Subsidiary shall be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the United States Dollar that may affect the value of the Restricted Share Units or Shares or of any amounts due to the Participant Grantee pursuant to the vesting settlement of the Restricted Share Units or the subsequent sale of any Shares acquired upon vesting.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (Mimecast LTD)
Nature of the Grant. By In accepting this AgreementOption grant, the Participant Optionee acknowledges as followsthat:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its sole discretion at any time, to unless otherwise provided in the extent permitted by the Plan.Plan or these Terms and Conditions;
(b) The Participant except as otherwise provided in the Employment Agreement, the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of Option grants, even if Option grants have been granted repeatedly in the past;
(c) all decisions with respect to future Option grants, if any, will be at the sole discretion of the Company;
(d) Optionee is voluntarily participating in the Plan.;
(ce) If the Participant ceases to be an Eligible Participant Option grant is not part of normal or expected compensation or salary for any reason whatsoever purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company;
(including without limitation unfair or objective dismissal, permanent disability, resignation or desistancef) and whether or in the event that Optionee is not in breach an employee of applicable labor laws or the Participant’s employment agreement, if anyCompany, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and Option will not be extended by interpreted to form an employment contract or relationship with the Company;
(g) the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty and if Optionee vests in the Option grant, exercises this Option in accordance with the terms of these Terms and Conditions and is issued shares of Stock, the value of those shares may increase or decrease;
(h) Neither the Company, nor any notice period mandated under applicable law, Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Optionee’s country of residence and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts U.S. dollar that this is an essential condition may affect the value of this Agreement and expressly agrees the Option or of any amounts due to this condition.Optionee pursuant to the settlement of the Option or the subsequent sale of any shares of Stock acquired upon settlement of the Option;
(di) In in consideration of the grant of the Unitsthis Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Units, this Option or diminution in value of the Shares this Option or shares of Stock acquired upon exercise of this Option resulting from termination of the ParticipantOptionee’s employment or other service relationship by the Company (for any reason whatsoever and whether or not in breach of applicable local labor laws or the Participant’s employment agreement, if any. The Participant laws) and Optionee irrevocably releases the Company and its Affiliates from any such claim that may arise. If; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreementacceptance of these Terms and Conditions, the Participant is Optionee shall be deemed irrevocably to have waived their his or her entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or Shares, if any, are at the Company’s sole discretion.
(f) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.;
(j) The Participant acknowledges and agrees that neither the Company is not providing any tax, legal or financial advice, nor is the Company making any of its affiliates recommendations regarding Optionee’s participation in the Plan, or agents is liable for any foreign exchange rate fluctuation between the ParticipantOptionee’s local currency and the United States Dollar that may affect the value purchase or sale of the Units underlying shares of Stock; and
(k) Optionee is hereby advised to consult with his or Shares her own personal tax, legal and financial advisors regarding his or of her participation in the Plan before taking any amounts due action related to the Participant pursuant to the vesting of the Units Plan or the subsequent sale of any Shares acquired upon vestingthis Option.
Appears in 1 contract
Nature of the Grant. By In accepting this Award and by execution of this Agreement, the Participant Grantee acknowledges as followsthat:
(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 unless otherwise provided in the extent permitted by the PlanPlan or this Agreement.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition grant of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim Award is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Award grants, or benefits in lieu of Units or Shares Award grants, even if Units Award grants have been awarded granted repeatedly in the past. .
(c) All decisions with respect to future grants of Units and/or SharesAward grants, if any, are will be at the sole discretion of the Company’s sole discretion.
(fd) Grantee is voluntarily participating in the Plan.
(e) The Units and Shares are extraordinary items that do not constitute compensation grant of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are this Award is not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(if) The future value of the Award Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(jg) In consideration of the grant of this Award, no claim or entitlement to compensation or damages shall arise from termination of this Award or diminution in value of this Award resulting from termination of Grantee’s employment or service by the Company or one of its Subsidiaries (for any reason whatsoever and whether or not in breach of local labor laws) and Grantee irrevocably releases the Company and its Subsidiaries 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 acceptance of this Award and execution of this Agreement, Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
(h) The Participant acknowledges and agrees that neither Company is not providing any tax, legal or financial advice, nor is the Company nor making any of its affiliates recommendations regarding Grantee’s participation in the Plan.
(i) Grantee is hereby advised to consult with his or agents is liable for her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares or of any amounts due action related to the Participant pursuant Plan. The parties to this Agreement have executed this Agreement effective the vesting of the Units or the subsequent sale of any Shares acquired upon vesting.day and year first above written. NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION By Its GRANTEE* (Signature) (Name and Address)
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Northern Technologies International Corp)
Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows:
(a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting or exercise of the Units this option under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Unitsthis option, no claim or entitlement to compensation or damages arises from termination of the Unitsoption, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares options or benefits in lieu of Units or Shares options even if Units options have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or Sharesoptions, if any, are at the Company’s sole discretion.
(f) The Units This option and the underlying Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are option is outside the scope of the Participant’s employment or services contract, if any. The Unitsoption, the Shares, and the income and value of the Units option and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Unitsoption, the Shares, and the income and value of the Units option and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Unitsoption, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares underlying this option is unknown and cannot be predicted with certainty. If the Participant exercises the option and receives Shares, the value of such Shares may increase or decrease in value, including below the exercise price. If the Shares subject to this option do not increase in value after the date on which this option was granted, this option will have no value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units option or Shares or of any amounts due to the Participant pursuant to the vesting exercise of the Units option or the subsequent sale of any Shares acquired upon vesting.
Appears in 1 contract
Samples: Non Qualified Share Option Agreement (CIMPRESS PLC)
Nature of the Grant. By In accepting this Option and by execution of this Agreement, the Participant Optionee acknowledges as followsthat:
(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 unless otherwise provided in the extent permitted by the PlanPlan or this Agreement.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition grant of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim Option is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Option grants, or benefits in lieu of Units or Shares Option grants, even if Units Option grants have been awarded granted repeatedly in the past. .
(c) All decisions with respect to future grants of Units and/or SharesOption grants, if any, are will be at the sole discretion of the Company’s sole discretion.
(fd) Optionee is voluntarily participating in the Plan.
(e) The Units and Shares are extraordinary items that do not constitute compensation grant of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are this Option is not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(if) The future value of the Shares underlying Common Stock is unknown and cannot be predicted with certainty. If certainty and if Optionee vests in the Participant receives SharesOption grant, exercises this Option in accordance with the terms of this Agreement and is issued shares of Common Stock, the value of such Shares shares may increase or decrease in valuedecrease.
(jg) In consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this Option or diminution in value of this Option or shares acquired upon exercise of this Option resulting from termination of Optionee’s employment or service by the Company or one of its Subsidiaries (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company and its Subsidiaries 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 acceptance of this Option and execution of this Agreement, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
(h) The Participant acknowledges and agrees that neither Company is not providing any tax, legal or financial advice, nor is the Company nor making any of its affiliates recommendations regarding Optionee’s participation in the Plan, or agents is liable for any foreign exchange rate fluctuation between the ParticipantOptionee’s local currency and the United States Dollar that may affect the value purchase or sale of the Units underlying Option Shares.
(i) Optionee is hereby advised to consult with his or Shares her own personal tax, legal and financial advisors regarding his or of her participation in the Plan before taking any amounts due action related to the Participant pursuant to the vesting of the Units or the subsequent sale of any Shares acquired upon vestingPlan.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Northern Technologies International Corp)
Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows:
(a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if anyThe PSUs, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable lawShares, and the unvested Units income and value of the PSUs and Shares are forfeitednot part of normal or expected compensation or salary for any purpose, with including but not limited to the calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and in no event should be considered as compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this conditionfor, or relating in any way to, past services for the Company.
(d) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.
(e) In consideration of the grant of the UnitsPSUs, no claim or entitlement to compensation or damages arises from termination of the UnitsPSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by with the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if anylaws. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their his or her entitlement to pursue such claim.
(ef) The grant Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable laws, the Participant’s right to vesting of the Units is exceptional, voluntary PSUs under this Agreement and occasional and does not create any contractual or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or SharesPlan, if any, are at terminates effective as of the Company’s sole discretion.
(f) The Units and Shares are extraordinary items date that do not constitute compensation of any kind for services of any kind rendered to the CompanyParticipant is no longer an Eligible Participant, and the Units are outside the scope of the Participant’s employment or services contract, if anywill not be extended by any notice period mandated under applicable law. The Units, Company has the Shares, exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the income and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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 CompanyPlan.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares PSUs or of any amounts due to the Participant pursuant to the vesting settlement of the Units PSUs or the subsequent sale of any Shares acquired upon vestingsettlement.
Appears in 1 contract
Nature of the Grant. By accepting this Agreementparticipating in the Plan and in exchange for receiving the LTI Xxxxx, the Participant acknowledges as followsacknowledges, understands and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares awards, or benefits in lieu of Units or Shares LTI Grants, even if Units LTI Grants have been awarded repeatedly made in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesLTI Grants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, participation in the SharesPlan is voluntary;
(e) the LTI Grant and the shares of Common Stock, and the income and value of same, subject to the Units LTI Grant are not intended to replace any pension rights or compensation;
(f) the LTI Grant and Shares the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any entity of the Mondelēz Group;
(i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.purpose;
(j) The Participant acknowledges and agrees that neither the Company Company, the Employer nor any other member of its affiliates or agents is the Mondelēz Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units LTI Grant or Shares any shares of Common Stock delivered to the Participant upon vesting of the LTI Grant or of any amounts due proceeds resulting from the Participant’s sale of such shares; and
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Grant resulting from the failure to reach Performance Goals or termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant pursuant to the vesting of the Units is employed or the subsequent sale terms of any Shares acquired upon vestinghis or her employment agreement, if any).
Appears in 1 contract
Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)
Nature of the Grant. By In accepting this AgreementOption, the Participant acknowledges as followsthat:
(a1) The the Plan is has been established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by unless otherwise provided in the Plan.;
(b2) The the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future Options or other Awards, or benefits in lieu of Options or other Awards, even if Options or other Awards have been granted repeatedly in the past;
(3) all decisions with respect to future Options or other Awards, if any, will be at the sole discretion of the Administrator;
(4) Participant is voluntarily participating in the Plan.;
(c5) If this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Participant ceases to be an Eligible Participant for Company or any reason whatsoever (including without limitation unfair or objective dismissalAffiliate, permanent disability, resignation or desistance) and whether or not in breach which is outside the scope of applicable labor laws or the Participant’s employment agreementcontract, if any;
(6) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement 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;
(7) the future value of the underlying shares of Common Stock subject to this Option is unknown and cannot be predicted with certainty and if this Option vests and Participant exercises this Option, the Participant’s right to vesting value of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.those shares may increase or decrease;
(d) In 8) in consideration of the grant of the Unitsthis Option, no claim or entitlement to compensation or damages arises shall arise from termination of the Units, this Option or diminution in value of the Shares this Option or shares of Common Stock subject to this Option resulting from termination of the Participant’s employment or other service relationship by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of applicable local labor laws or the Participant’s employment agreement, if any. The laws) and Participant irrevocably releases the Company and any Affiliate from any such claim that may arise. If; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting signing this Agreement, the Participant is shall be deemed irrevocably to have waived their his or her entitlement to pursue such claim.;
(e9) The grant the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Units underlying shares of Common Stock; and
(10) Participant is exceptionalhereby advised to consult with his or her own personal tax, voluntary legal and occasional and does not create any contractual financial advisors regarding his or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly her participation in the past. All decisions with respect to future grants of Units and/or Shares, if any, are at the Company’s sole discretion.
(f) The Units and Shares are extraordinary items that do not constitute compensation of Plan before taking any kind for services of any kind rendered action related to the Company, and the Units are outside the scope of the Participant’s employment Plan or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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 Companythis Option.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares or of any amounts due to the Participant pursuant to the vesting of the Units or the subsequent sale of any Shares acquired upon vesting.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Kips Bay Medical, Inc.)
Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows:
(a) The Plan is established voluntarily by the Company, is discretionary in nature and may cannot be modifiedregarded as a contractual employment condition, amendedbenefit or other right in any way whatsoever. Thus, suspended or terminated by the Company may modify, amend, suspend or terminate the Plan at the Company’s sole discretion at any time, to unless otherwise provided in the extent permitted by Plan or this Agreement. The Participant’s participation in the PlanPlan is voluntary.
(b) The Participant grant of the Units and the Shares is voluntarily participating voluntary and occasional and does not create any contractual or other right to receive future awards of Units or benefits in lieu of Units even if Units have been awarded repeatedly in the Planpast. All decisions with respect to future grants of Units and/or Shares, if any, are at the Company’s sole discretion.
(c) If The Units and the Participant ceases Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to be an Eligible Participant the Company or to the Participant’s employer, and the Units are outside the scope of the Participant’s employment contract, if any.
(d) The Units and the Shares are not part of normal or expected compensation or salary for any reason whatsoever (purpose, including without limitation unfair but not limited to the calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or objective dismissalretirement benefits or similar payments, permanent disabilityand in no event should be considered as compensation for, resignation or desistance) and whether or not relating in breach of applicable labor laws any way to, past services for the Company or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this conditionemployer.
(de) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty. If the Participant receives Shares upon vesting, the value of such Shares may increase or decrease in value.
(f) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the UnitsUnits or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company or the Participant’s employer for any reason whatsoever and whether or not in breach of applicable local labor laws or the Participant’s employment agreement, if anylaws. The Participant irrevocably releases the Company and his or her employer from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their his or her entitlement to pursue such claim.
(eg) The grant Further, if the Participant ceases to be a employee for any reason whatsoever and whether or not in breach of local labor laws, the Participant’s right to vesting of the Units is exceptional, voluntary under this Agreement and occasional and does not create any contractual or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or SharesPlan, if any, are at terminates effective as of the Company’s sole discretion.
(f) date that the Participant is no longer actively employed by the Company and will not be extended by any notice period mandated under local law. The Units and Shares are extraordinary items that do not constitute compensation Company has the exclusive discretion to determine when the Participant is no longer actively employed for purposes of any kind for services of any kind rendered to the Company, this Agreement and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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 CompanyPlan.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares or of any amounts due to the Participant pursuant to the vesting of the Units or the subsequent sale of any Shares acquired upon vesting.
Appears in 1 contract
Nature of the Grant. By accepting this Agreementparticipating in the Plan and in exchange for receiving the LTI Xxxxx, the Participant acknowledges as followsacknowledges, understands and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares awards, or benefits in lieu of Units or Shares LTI Grants, even if Units LTI Grants have been awarded repeatedly made in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesLTI Grants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, participation in the SharesPlan is voluntary;
(e) the LTI Grant and the shares of Common Stock, and the income and value of same, subject to the Units LTI Grant are not intended to replace any pension rights or compensation;
(f) the LTI Grant and Shares the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any entity of the Mondelēz Group;
(i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.purpose;
(j) The Participant acknowledges and agrees that neither the Company Company, the Employer nor any other member of its affiliates or agents is the Mondelēz Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units LTI Grant or Shares any shares of Common Stock delivered to the Participant upon vesting of the LTI Grant or of any amounts due proceeds resulting from the Participant’s sale of such shares; and
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Grant or the recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the failure to reach Performance Goals or termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant pursuant to the vesting of the Units is employed or the subsequent sale terms of his or her employment agreement, if any); and/or (b) the May 22, 2024 application of any Shares acquired upon vestingrecoupment policy or any recovery or clawback policy otherwise required by law.
Appears in 1 contract
Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)
Nature of the Grant. By In accepting this Option and by execution of this Agreement, the Participant Optionee acknowledges as followsthat:
(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 unless otherwise provided in the extent permitted by the PlanPlan or this Agreement.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition grant of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim Option is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Option grants, or benefits in lieu of Units or Shares Option grants, even if Units Option grants have been awarded granted repeatedly in the past. .
(c) All decisions with respect to future grants of Units and/or SharesOption grants, if any, are will be at the sole discretion of the Company’s sole discretion.
(fd) Optionee is voluntarily participating in the Plan.
(e) The Units and Shares are extraordinary items that do not constitute compensation grant of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the Shares, and the income and value of the Units and Shares are this Option is not part of normal or expected compensation or salary for any purpose (including purposes, including, but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(if) The future value of the Shares underlying Common Stock is unknown and cannot be predicted with certainty. If certainty and if Optionee vests in the Participant receives SharesOption grant, exercises this Option in accordance with the terms of this Agreement and is issued shares of Common Stock, the value of such Shares shares may increase or decrease in valuedecrease.
(jg) In consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this Option or diminution in value of this Option or shares acquired upon exercise of this Option resulting from termination of Optionee’s employment or service by the Company or one of its Subsidiaries (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company and its Subsidiaries 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 acceptance of this Option and execution of this Agreement, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
(h) The Participant acknowledges and agrees that neither Company is not providing any tax, legal or financial advice, nor is the Company nor making any of its affiliates recommendations regarding Optionee’s participation in the Plan, or agents is liable for any foreign exchange rate fluctuation between the ParticipantOptionee’s local currency and the United States Dollar that may affect the value purchase or sale of the Units underlying Option Shares.
(i) Optionee is hereby advised to consult with his or Shares her own personal tax, legal and financial advisors regarding his or of her participation in the Plan before taking any amounts due action related to the Participant pursuant Plan. The parties to this Agreement have executed this Agreement effective the vesting of the Units or the subsequent sale of any Shares acquired upon vesting.day and year first above written. NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION By Its OPTIONEE* (Signature) (Name and Address)
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Northern Technologies International Corp)
Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows:
(a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares or benefits in lieu of Units or Shares even if Units have been awarded repeatedly in the past. All decisions with respect to future grants of Units and/or Shares, if any, are at the Company’s sole discretion.
(f) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The UnitsPSUs, the Shares, and the income and value of the Units PSUs and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(hd) Unless the parties otherwise agree, the UnitsPSUs, the SharesShares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(ie) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives SharesShares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.
(jf) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s relationship with the Company for any reason whatsoever and whether or not in breach of applicable laws. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(g) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable laws, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is longer an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan.
(h) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units or Shares PSUs or of any amounts due to the Participant pursuant to the vesting settlement of the Units PSUs or the subsequent sale of any Shares acquired upon vestingsettlement.
Appears in 1 contract
Nature of the Grant. By In accepting this Agreementthe grant of these RSUs, the Participant acknowledges acknowledges, understands and agrees as follows:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and and, to the extent permitted by the Plan, it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of restricted share units, or other awards of Units or Shares or benefits in lieu of Units or Shares restricted share units, even if Units restricted share units have been awarded repeatedly granted in the past. All ;
(c) all decisions with respect to future restricted share unit grants of Units and/or Sharesor other awards or benefits, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The Units Participant is voluntarily participating in the Plan;
(e) the RSUs and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered subject to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, the SharesRSUs, and the income from and value of the Units and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severancesame, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or pension compensation.;
(f) the RSUs and Shares subject to the RSUs, and the income from and value of same, are not part of, or normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, non-U.S. pension or retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying Shares is unknown and cannot be predicted;
(h) no claim or entitlement to compensation or damages shall arise from forfeiture of RSUs resulting from termination of Participant’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or provides services or the terms of Participant’s Employment Agreement, if any);
(i) Unless otherwise agreed with the parties otherwise agreeCompany, the Units, RSUs and Shares subject to the SharesRSUs, and the income from and value of the same same, are not granted as consideration for, or granted in connection with, any the service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.an Affiliate; and
(j) The Participant acknowledges and agrees that If Participant's local currency is not the U.S. Dollar, neither the Company nor any of its affiliates or agents is Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States U.S. Dollar that may affect the value of the Units or Shares RSUs or of any amounts due to the Participant pursuant to the vesting settlement of the Units RSUs or the subsequent sale of any Shares acquired upon vesting.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (SMART Global Holdings, Inc.)
Nature of the Grant. By In accepting this Agreementthe Deferred Stock Units, the Participant acknowledges as followsEmployee acknowledges, understands, and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Grants, or benefits in lieu of Units or Shares Deferred Stock Units, even if Deferred Stock Units have been awarded repeatedly granted in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesGrants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The the Employee’s participation in the Plan is voluntary;
(e) the Deferred Stock Units and Shares are extraordinary items that do not constitute compensation the shares of any kind for services of any kind rendered Common Stock subject to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Deferred Stock Units, the Shares, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the Deferred Stock Units and Shares the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group;
(i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; May 22, 2024
(k) the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose purpose;
(including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar paymentsl) and in no event should be considered as compensation for, or relating in any way to, past services for neither the Company.
(g) The Units, the Shares, and the income and value Employer nor any member of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot Mondelēz Group shall be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the Deferred Stock Units or Shares any shares of Common Stock delivered to the Employee upon vesting of the Deferred Stock Units or of any amounts due proceeds resulting from the Employee’s sale of such shares; and
(m) no claim or entitlement to the Participant pursuant to the vesting compensation or damages shall arise from forfeiture of the Deferred Stock Units or the subsequent sale recoupment of any Shares shares of Common Stock acquired upon vestingunder the Plan resulting from (a) the termination of the Employee’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of his or her employment agreement, if any); and/or (b) the application of any recoupment policy or any recovery or clawback policy otherwise required by law.
Appears in 1 contract
Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)
Nature of the Grant. By In accepting this Agreementthe Deferred Stock Units, the Participant acknowledges as followsEmployee acknowledges, understands, and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares Grants, or benefits in lieu of Units or Shares Deferred Stock Units, even if Deferred Stock Units have been awarded repeatedly granted in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesGrants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The the Employee’s participation in the Plan is voluntary;
(e) the Deferred Stock Units and Shares are extraordinary items that do not constitute compensation the shares of any kind for services of any kind rendered Common Stock subject to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Deferred Stock Units, the Shares, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the Grant and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the Deferred Stock Units and Shares the shares of Common Stock underlying the Deferred Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group;
(i) the Employee understands and agrees that the Employee should consult with the Employee’s own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock;
(j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock;
(k) the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose purpose;
(including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar paymentsl) and in no event should be considered as compensation for, or relating in any way to, past services for neither the Company.
(g) The Units, the Shares, and the income and value Employer nor any member of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot Mondelēz Group shall be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.
(j) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the ParticipantEmployee’s local currency and the United States Dollar that may affect the value of the Deferred Stock Units or Shares any shares of Common Stock delivered to the Employee upon vesting of the Deferred Stock Units or of any amounts due proceeds resulting from the Employee’s sale of such shares; and
(m) no claim or entitlement to the Participant pursuant to the vesting compensation or damages shall arise from forfeiture of the Deferred Stock Units or the subsequent sale recoupment of any Shares shares of Common Stock acquired upon vestingunder the Plan resulting from (a) the termination of the Employee’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of his or her employment agreement, if any); and/or (b) the application of any recoupment policy or any recovery or clawback policy otherwise required by law.
Appears in 1 contract
Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.)
Nature of the Grant. By accepting this Agreementparticipating in the Plan and in exchange for receiving the LTI Xxxxx, the Participant acknowledges as followsacknowledges, understands and agrees that:
(a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.;
(b) The Participant is voluntarily participating in the Plan.
(c) If the Participant ceases to be an Eligible Participant for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, resignation or desistance) and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the Units under this Agreement and the Plan, if any, terminates as set forth in this Agreement and will not be extended by any notice period mandated under applicable law, and the unvested Units and Shares are forfeited, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.
(d) In consideration of the grant of the Units, no claim or entitlement to compensation or damages arises from termination of the Units, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived their entitlement to pursue such claim.
(e) The grant of the Units LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of Units or Shares awards, or benefits in lieu of Units or Shares LTI Grants, even if Units LTI Grants have been awarded repeatedly made in the past. All ;
(c) all decisions with respect to future grants of Units and/or SharesLTI Grants, if any, are will be at the Company’s sole discretion.discretion of the Committee;
(fd) The Units and Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the Units are outside the scope of the Participant’s employment or services contract, if any. The Units, participation in the SharesPlan is voluntary;
(e) the LTI Grant and the shares of Common Stock, and the income and value of same, subject to the Units LTI Grant are not intended to replace any pension rights or compensation;
(f) the LTI Grant and Shares the shares of Common Stock subject to the LTI Grant and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted;
(h) unless otherwise agreed with the Company, the LTI Grant and the shares of Common Stock underlying the LTI Grant, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any entity of the Mondelēz Group; February 27, 2024
(i) the LTI Grant and the shares of Common Stock subject to the LTI Grant, and the income and value of same, are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, 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.
(g) The Units, the Shares, and the income and value of the Units and Shares are not intended to replace any pension rights or compensation.
(h) Unless the parties otherwise agree, the Units, the Shares, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.
(i) The future value of the Shares is unknown and cannot be predicted with certainty. If the Participant receives Shares, the value of such Shares may increase or decrease in value.purpose;
(j) The Participant acknowledges and agrees that neither the Company Company, the Employer nor any other member of its affiliates or agents is the Mondelēz Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units LTI Grant or Shares any shares of Common Stock delivered to the Participant upon vesting of the LTI Grant or of any amounts due proceeds resulting from the Participant’s sale of such shares; and
(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Grant or the recoupment of any shares of Common Stock acquired under the Plan resulting from (a) the failure to reach Performance Goals or termination of the Participant’s employment or other service relationship by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant pursuant to the vesting of the Units is employed or the subsequent sale terms of his or her employment agreement, if any); and/or (b) the application of any Shares acquired upon vestingrecoupment policy or any recovery or clawback policy otherwise required by law.
Appears in 1 contract
Samples: Global Long Term Incentive Grant Agreement (Mondelez International, Inc.)
