Recipient Acknowledgments Clause Samples
Recipient Acknowledgments. Recipient acknowledges and agrees that (i) as a result of Recipient’s previous, current and future employment with the Company, Recipient has had access to, will have access to and/or possesses or will possess confidential and proprietary information of the Company, (ii) the Company and its affiliates and subsidiaries are engaged in a highly competitive business and that the Company conducts such business Worldwide, (iii) this Agreement does not constitute a contract of employment, does not imply that the Company will continue the Recipient’s employment for any period of time and does not change the at-will nature of the Recipient’s employment, except as set forth in a separate written employment agreement between the Company and the Recipient, (iv) that the restrictive covenants set forth under Section 13 are necessary and reasonable in time and scope (including the period, geographic, product and service and other restrictions) to protect the legitimate business interests of the Company, (v) that the remedy, forfeiture and payment provisions contained in Section 14 are reasonable and necessary to protect the legitimate interests of II-VI and the Company, (vi) that acceptance of these Performance Units and agreement to be bound by the provisions hereof is not a condition of Recipient’s employment, and (vii) Recipient’s receipt of the benefits provided under this Agreement is adequate consideration for the enforcement of the provisions contained in Section 14 hereof.
Recipient Acknowledgments. By accepting this grant of Stock Units, the Recipient acknowledges and agrees that the Plan is established voluntarily by the Corporation, it is discretionary in nature and may be modified, amended, suspended or terminated by the Corporation at any time unless otherwise provided in the Plan or this Agreement. The Recipient acknowledges that all decisions with respect to future grants, if any, will be at the sole discretion of the Corporation. The Recipient’s participation in the Plan shall not create a right to further employment or service with the Corporation and shall not interfere with the ability of the Corporation to terminate the Recipient’s employment or service relationship at any time with or without cause and it is expressly agreed and understood that employment or service is terminable at the will of either party, insofar as permitted by law. The Recipient agrees that stock units, stock unit grants and resulting benefits are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Corporation and are outside the scope of the Recipient’s employment or service contract, if any. Stock units, stock unit grants and resulting benefits are 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 insofar as permitted by law. In the event that the Recipient is not an employee of the Corporation, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Corporation or any Subsidiary of the Corporation. The Recipient acknowledges that the future value of the Shares is unknown, may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty. In consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from the Recipient’s termination of employment or service by the Corporation (for any reason whatsoever and whether or not in breach of applicable laws).
Recipient Acknowledgments. In connection with the issuance of the Plan Shares, the Recipient hereby acknowledges the following:
(a) The Recipient will, not later than the date as of which any amount related to the Plan Shares first becomes includable in the Recipient’s gross income for federal income tax purposes, pay the Corporation, or make other arrangements satisfactory to the Corporation regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The Corporation may permit the Recipient to surrender to the Corporation a number of Restricted Shares from this award as necessary to pay the minimum applicable withholding tax obligations. The obligations of the Corporation under this Award Agreement will be conditional on such payment or arrangements, and the Corporation to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due the Recipient.
(b) The Recipient has received, read and understood this Award Agreement and the Plan and agrees to abide by and be bound by their respective terms and conditions.
Recipient Acknowledgments. In connection with the issuance of the Plan Shares, the Recipient hereby acknowledges the following:
(a) The Recipient will, not later than the date as of which any amount related to the Plan Shares first becomes includable in the Recipient’s gross income for federal income tax purposes, pay the Corporation, or make other arrangements satisfactory to the Corporation regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The Corporation may permit the Recipient to surrender to the Corporation a number of Restricted Shares from this award as necessary to pay the minimum applicable withholding tax obligations. The obligations of the Corporation under this Award Agreement will be conditional on such payment or arrangements, and the Corporation to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due the Recipient.
(b) The Recipient has received, read and understood this Award Agreement and the Plan and agrees to abide by and be bound by their respective terms and conditions.