Nature of Grant. “No Advice Regarding Grant”; “Data Privacy” as replaced by the above provision; “Waiver and Amendments”; “Governing Law; Venue”; “Electronic Delivery and Acceptance”; “Imposition of Other Requirements”; “Language”; and “Appendix.” Notifications
Nature of Grant provision under the section of this appendix titled “All Countries Outside the United States”: By accepting the Award and participating in the Plan, the Grantee consents to participation in the Plan and acknowledges that the Grantee received a copy of the Plan. The Grantee further understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to employees of the Company and/or its Affiliates throughout the world. The decision to grant the Award is a limited decision and is entered into upon the express assumption and condition that any Award granted under the Plan will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis other than as set forth in the PSA Agreement. Consequently, the Grantee understands that any grant is given on the assumption and condition that it shall not become a part of any employment or service contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Grantee understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Award and shares of Common Stock is unknown and unpredictable. Additionally, the Grantee understands that the vesting and settlement of the Award is expressly conditioned on the Grantee’s continued and active rendering of service to the Service Recipient or an Affiliate such that if the Grantee’s employment or service terminates for any reason whatsoever (including the reasons listed below) and except as otherwise provided under the Plan or the PSA Agreement, the Award will cease vesting immediately effective as of the date of termination of service and any unvested portion of the Award will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification. This will be the case, for example, even if (a) the Grantee is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (b) the Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Grantee terminates employment due to a change of work location, duties or any other employment or contractual condition; (d) the Grantee terminates employment due to the Company’s or any Affiliates’ unilatera...
Nature of Grant section of the Award Agreement: By accepting the Restricted Stock Units, Awardee acknowledges, understands, and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services. Notifications
Examples of Nature of Grant in a sentence
The Grantee further acknowledges that the Grantee has read and specifically and expressly approves the following provisions of the PSA Agreement: (i) Restrictions; (ii) Distribution of Shares and Tax Withholding; and (iii) Agreement Barring Unfair Activities, and the following provisions of this Appendix B: (iv) Distribution of Shares and Tax Withholding; (v) Nature of Grant; (vi) Data Privacy; (vii) Imposition of Other Requirements; and (viii) Waiver.
The Grantee further acknowledges that the Grantee has read and specifically and expressly approves the following provisions of the RSU Agreement: (i) Restrictions; (ii) Distribution of RSUs and Tax Withholding; and (iii) Agreement Barring Unfair Activities, and the following provisions of this Appendix B: (iv) Distribution of RSUs and Tax Withholding; (v) Nature of Grant; (vi) Data Privacy; (vii) Imposition of Other Requirements; and (viii) Waiver.
More Definitions of Nature of Grant
Nature of Grant provision of the Appendix: By accepting the Award, Participant agrees that (i) he or she is making an investment decision, (ii) Participant will be entitled to receive Shares pursuant to RSUs only if the vesting conditions are met and any necessary services are rendered by Participant between the Grant Date and the applicable Vesting Date, and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to Participant. Compliance with Law. By accepting the RSUs, Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the RSUs, the receipt of any dividends or Dividend Equivalents and the sale of Shares acquired under the Plan. Exchange Control Information. If Participant is a resident or domiciled in Brazil, he or she may be required to submit a declaration of assets and rights held outside of Brazil to the Central Bank of Brazil, depending on the aggregate value of such assets and rights. If the aggregate value of such assets and rights is US$100,000 or more but less than US$100,000,000, a declaration must be submitted annually. If the aggregate value exceeds US$100,000,000, a declaration must be submitted quarterly. Assets and rights that must be reported include Shares. CANADA Vesting and Issuance of Shares;
Nature of Grant section of the Agreement: In accepting the grant, you acknowledge and agree that the grant is made by the Company (not the Employer) in its sole discretion and that the value of any grants or Shares acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, or (ii) any termination or severance indemnities. 11 If, notwithstanding the foregoing, any benefits under the Plan are considered for purposes of calculating any termination or severance indemnities, you acknowledge and agree that such benefits shall not accrue more frequently than on an annual basis. NOTIFICATIONS Securities Law Information. Neither your grant nor the underlying Shares are publicly offered or listed on any stock exchange in Argentina and, as a result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional de Valores, CNV). The offer is private and not subject to the supervision of any Argentine governmental authority. Neither this nor any other offering material related to the MTE RSUs, nor the underlying Shares, may be utilized in connection with any general offering to the public in Argentina. Argentine residents who acquire MTE RSUs under the Plan do so according to the terms of a private offering made from outside Argentina. Exchange Control Information. Exchange control regulations in Argentina are subject to frequent change. You are solely responsible for complying with any applicable exchange control restrictions, approvals, and reporting requirements in connection with the MTE RSUs. You should consult with your personal legal advisor to ensure compliance with the applicable requirements. Foreign Asset/
Nature of Grant section of the Agreement: By accepting the grant, you agree that you are making an investment decision, the Shares will be issued to you only if the vesting conditions are met and any necessary services are rendered by you over the vesting period, and the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to you. NOTIFICATIONS Exchange Control Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Assets and rights that must be reported include Shares acquired under the Plan. Tax on Financial Transaction (IOF). Cross-border financial transactions relating to the grant may be subject to the IOF (tax on financial transactions). You are solely responsible for complying with any applicable IOF arising from your participation in the Plan. You should consult with your personal tax advisor for additional details.
Nature of Grant section of the Agreement: In accepting the grant, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants under the Plan to individuals who may be employees of the Company, the Employer, or any member of the Combined Group and its Affiliates throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company, the Employer, or any member of the Combined Group and its Affiliates. Consequently, you understand that the grant is made on the assumption and condition that the grant and any Shares issued upon settlement of the grant are not a part of any employment contract (either with the Company or any member of the Combined Group and its Affiliates) and shall not be considered mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the grant will be cancelled without entitlement to any Shares if you cease to be an eligible Employee for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3
Nature of Grant section of the Award Agreement: By accepting the Restricted Stock Units, Awardee acknowledges, understands, and agrees that this grant relates to future services to be performed and is not a bonus or compensation for past services. Danish Stock Option Act. By accepting the Restricted Stock Units, Awardee acknowledges that he or she has received the Employer Statement translated into Danish, which is attached following the end of these sections and which is being provided to comply with the Danish Stock Option Act. Notifications Securities Law Information and Tax Reporting Information. If Awardee holds Stock acquired under the Plan in a brokerage account with a broker or bank outside Denmark, Awardee is required to inform the Danish Tax Administration about the account. For this purpose, Awardee must file a Form V (Erklaering V) with the Danish Tax Administration. The Form V must be signed by Awardee and may be signed by the applicable broker or bank where the account is held. In the likely event that the broker or bank does not sign the Form V, Awardee is solely responsible for providing certain details regarding the foreign brokerage account and Stock in the account to the Danish Tax Administration as part of his or her income tax return. By signing the Form V, Awardee authorizes the Danish Tax Administration to examine the account. In addition, if Awardee opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, Awardee is also required to inform the Danish Tax Administration about this account. To do so, Awardee must file a Form K (Erklaering K) with the Danish Tax Administration. The Form K must be signed both by Awardee and by the applicable broker or bank where the account is held, unless an exemption from the broker/bank signature requirement is granted by the Danish Tax Administration. It is possible to seek the exemption on the Form K, which the Awardee should do at the time he or she submits the Form K. By signing the Form K, Awardee (and the broker/bank to the extent the exemption is not granted) undertakes an obligation, without further request each year, to forward information to the Danish Tax Administration concerning the content of the account. By signing the Form K, Awardee authorizes the Danish Tax Administration to examine the account. Foreign Asset/Account Reporting Information. If Awardee establishes an account holding shares of Stock or cash outside of Denmark, Awardee must repo...
Nature of Grant of this Appendix: For purposes of the PSUs, except to the extent expressly provided in this Agreement or expressly required by applicable legislation, the Participant's employment or other service relationship will be considered terminated (regardless of the reason for such termination) and his or her right to vest in the PSUs under the Plan, if any, will terminate as of the date that is the earliest of (1) the date Participant is no longer employed by or providing services to the Company, Alphabet and any Subsidiary or affiliate of Alphabet; (2) the date Participant receives written notice of termination of employment; or (3) the date written notice of termination of is delivered to the Participant's last known address (together, the “Termination Date”). Except to the extent explicitly required by applicable legislation, the Termination Date will exclude of any notice period or period of pay in lieu of such notice required under statute, contract, common/civil law or otherwise. The Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which his or her right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. In case of any dispute as to whether termination of employment has occurred that cannot be reasonably determined under the terms of this Agreement and the Plan, the Committee will have sole discretion, subject to applicable legislation, to determine whether such termination of employment has occurred and the effective date of such termination. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the PSUs under the Plan, if any, will terminate effective as of the last day of his or her minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of his or her statutory notice period, nor will Participant be entitled to any compensation for lost vesting.
Nature of Grant provision replaces in its entirety Section 1 of Appendix B to the Agreement: Without prejudice to the terms and conditions in the Agreement and the Plan, the Grantee hereby expressly acknowledges and accepts the following regarding the RSUs: