Optionee’s Representations Under Section 102; Indemnification Sample Clauses

Optionee’s Representations Under Section 102; Indemnification. By accepting the grant of the Option, the Optionee represents and confirms that: (i) Optionee is familiar with the terms and provisions of Section 102, and in particular Section 102(b)(2)- capital gain route, and hereby accepts this Option subject to all of the terms and provisions of Section 102(b)(2) and the Trust Agreement; (ii) in the event any Additional Rights shall be distributed with respect to the Option and/or the Shares, such Additional Rights shall be deposited with the Trustee and shall also be subject to the provisions of Section 102, including the Lock-Up Period; (iii) Optionee shall not sell nor transfer from the Trustee the Options, Shares or any Additional Right distributed to him or her in connection therewith, until the end of the Lock Up Period; (iv) the Trustee shall not be liable for any action or omission taken on his part in connection with the Plan, this Option Agreement and the Trust Agreement, provided that the Trustee acted reasonably and in good faith; and (v) Optionee shall be liable to indemnify the Trustee with respect to any loss, damage or expense caused to the Trustee as a result of or in consequence of performance of its duties as a Trustee, unless arising out of the Trustee own fraud or bad faith.