Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (e) the Grantee is participating voluntarily in the Plan; (f) RSU awards and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any; (g) RSU awards 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; (h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company; (i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and (j) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. By accepting this grant of RSUsPARSUs, the Grantee Employee understands, acknowledges and agrees that:
(a) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(b) all good faith decisions and interpretations of the Committee regarding the Plan and Awards granted under the Plan are binding, conclusive and final;
(c) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreementtime;
(bd) the grant of RSUs PARSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares PARSUs or RSUsother awards, or benefits in lieu of Shares or RSUsPARSUs, even if Shares or RSUs PARSUs have been granted repeatedly in the past;
(ce) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(df) the GranteeEmployee’s participation in the Plan will shall not create a right to further employment with the Employer and will shall not interfere with the ability of the Employer to terminate the GranteeEmployee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(eg) the Grantee Employee is voluntarily participating voluntarily in the Plan;
(fh) RSU awards PARSUs and their resulting benefits are an extraordinary item items that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the GranteeEmployee’s employment contract, if any;
(gi) RSU awards PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(j) PARSUs and their 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, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by lawpayments;
(hk) in the event that the Grantee is not an employee of unless otherwise agreed by the Company, the PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of Subsidiary or Affiliate;
(l) this award grant of RSUs PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award grant of RSUs PARSUs will not be interpreted to form an employment contract with the Employer any Subsidiary or any subsidiary of the CompanyAffiliate;
(im) the future value of the underlying Shares is unknown, may increase or decrease from the date of award or vesting of the RSU indeterminable and cannot be predicted with certainty; and;
(jn) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination forfeiture of this grant of RSUs or diminution in value of this grant of RSUs the PARSUs resulting from termination of the GranteeEmployee’s employment by (regardless of the Company reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee’s employment or service agreement, if any), and in consideration of the grant of the PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer (for or any reason whatsoever) other Subsidiary or Affiliate and the Grantee irrevocably releases the Company and Company, the Employer and any other Subsidiary and Affiliate from any such claim that may ariseclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting participating in the terms of this AgreementPlan, the Grantee Employee shall be deemed irrevocably to have waived any entitlement agreed not to pursue such claimclaim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(o) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the PARSUs or any amounts due to the Employee pursuant to the settlement of the PARSUs or the subsequent sale of any Shares acquired upon settlement;
(p) if the Company’s performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from PARSUs vested up to three (3) years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding PARSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 19(l). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. By accepting this grant of RSUsRestricted Stock, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsshares, or benefits in lieu of Shares or RSUsshares, even if Shares or RSUs shares have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(fe) RSU awards Restricted Share grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if anyCompany;
(gf) RSU awards and resulting benefits are not part this grant 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs Restricted Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ig) the future value of the Shares Company’s shares is unknown, may increase or decrease from the date of award or vesting of the RSU grant and cannot be predicted with certainty; and
(jh) in consideration of this grant of RSUsRestricted Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Restricted Stock or diminution in value of this grant of RSUs Restricted Stock resulting from termination of the Grantee’s employment directorship by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 2 contracts
Sources: Restricted Stock Agreement (Fluor Corp), Restricted Stock Agreement (Fluor Corp)
Acknowledgment and Waiver. By accepting this grant of RSUsPerformance Shares, the Grantee Employee acknowledges and agrees that:
that (ai) each of the Plan and this Agreement is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in accordance with the Plan or this Agreement;
terms of the Plan, including Section 15 thereof; (bii) the grant of RSUs Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsperformance shares, or benefits in lieu of Shares or RSUsperformance shares, even if Shares or RSUs performance shares have been granted repeatedly in the past;
; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Committee; (div) the GranteeEmployee’s participation in the Plan will shall not create a right to further employment with Employer the Company and will shall not interfere with the ability of Employer the Company to terminate the GranteeEmployee’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (ev) the Grantee Employee is participating voluntarily in the Plan;
; (fvi) RSU awards stock and resulting benefits stock grants (including performance share grants) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeEmployee’s employment contract, if any;
any [, unless specifically provided for therein]; (gvii) RSU awards stock and resulting benefits stock grants (including performance share grants) are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments payments, insofar as permitted by law;
; (hviii) in the event that the Grantee Employee is not an employee of the Company, this award grant of RSUs Performance Shares will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer Company or any subsidiary or affiliate of the Company;
; (iix) the future value of the Shares underlying Common Stock is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(jx) in consideration of this grant of RSUsPerformance Shares, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Award or diminution in value of this grant of RSUs Award or the Performance Shares resulting from termination of the GranteeEmployee’s employment by the Company (whether or the Employer (for any reason whatsoevernot in breach of local labor laws) pursuant to Section 8 hereof, and the Grantee Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any term or condition of the Plan to the contrary, in the event of involuntary termination of Employee’s employment for Cause (whether or not in breach of local labor laws), Employee’s rights under this Agreement, including the right to vest in unrestricted shares of Common Stock, if any, will terminate effective as of the date that Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment for Cause (whether or not in breach of local labor laws), Employee’s right to vest in this Award after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Employee is no longer actively employed for purposes of this Performance Shares grant.
Appears in 2 contracts
Sources: Performance Share Agreement, Performance Share Agreement (Citadel Broadcasting Corp)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will shall not create a right to further employment with Employer and will shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(f) RSU awards grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards 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;
(h) in the event that the Grantee is not an employee of the Company, this award grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award grant of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(fe) RSU awards and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if anyCompany;
(gf) RSU awards 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ig) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU RSUs and cannot be predicted with certainty; and
(jh) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment directorship by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. By accepting this grant of RSUsPSUs, the Grantee Recipient acknowledges and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
; (b) the grant of RSUs PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsPSUs, or benefits in lieu of Shares or RSUsPSUs, even if Shares or RSUs PSUs have been granted repeatedly in the past;
; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (d) the GranteeRecipient’s participation in the Plan will shall not create a right to further employment with Employer the Company or the Related Entity that employs the Recipient (the “Employer”) and will shall not interfere with the ability of the Employer to terminate the GranteeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (e) the Grantee Recipient is participating voluntarily in the Plan;
; (f) RSU awards and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerPSUs, and are outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards PSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to 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;
; (hg) in the event that the Grantee is not an employee this grant of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs PSUs will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary of the Company;
Related Entity; (ih) the future value of the underlying Shares is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(ji) in consideration of this grant of RSUsPSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs PSUs or diminution in value of this grant of RSUs PSUs resulting from termination of the GranteeRecipient’s employment by the Company or the Employer Continuous Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (j) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (k) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the Continuous Service of the Company and its Related Entities for purposes of this grant of PSUs; and (l) if the Company’s performance is Below Threshold as set forth in this Agreement or any annual supplement hereto, no Shares subject to the PSUs will be issued to the Recipient.
Appears in 1 contract
Acknowledgment and Waiver. By accepting this the grant of RSUsthis Option, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsOptions, or benefits in lieu of Shares or RSUsOptions, even if Shares or RSUs Options have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will this Agreement shall not create a right to further employment with Employer and will shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Planreceiving Options voluntarily;
(f) RSU awards Option grants and resulting benefits are an extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards Option 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, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;
(h) in the event that the Grantee is not an employee of the Company, this award grant of RSUs will Options shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award grant of RSUs will Options shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting exercise of the RSU Option and cannot be predicted with certainty; and;
(j) in consideration of this the grant of RSUsthis Option, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs Option resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever) ), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed irrevocably to have waived any entitlement to pursue such claim; and
(k) the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.
Appears in 1 contract
Sources: Option Agreement (Fluor Corp)
Acknowledgment and Waiver. By accepting this grant of RSUsStock Units, the Grantee Employee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the GranteeEmployee’s participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the GranteeEmployee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeEmployee’s employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; , and
(j) , in consideration of this grant of RSUsStock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or the Employee’s Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company from, and agrees not to pursue against the Employer from Company, any such claim that may arise; ifand
(e) upon the Employee’s Termination (whether or not such Termination constitutes a breach of local labor laws), notwithstanding the foregoingEmployee’s right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., any such claim active employment would not include a period of “garden leave” or similar period pursuant to local law); and the Committee shall have the exclusive discretion to determine when the Employee is found by a court of competent jurisdiction to have arisen, then, by accepting the terms no longer actively employed for purposes of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claimgrant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By In accepting this the Company's grant of RSUsStock Units, the Grantee acknowledges you expressly acknowledge and agrees agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(cb) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s your participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the Grantee’s or modify your employment relationship and it is expressly agreed and understood that employment is terminable at the will of either partyany time, with or without cause, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s your employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no predicted. No claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or your Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee you irrevocably releases release the Company and its Affiliates from, and agree not to pursue against the Employer from Company, any such claim that may arise; if. Further, notwithstanding the foregoing, if any such claim is found by a court or tribunal of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall you will be deemed irrevocably to have irrevocably waived any entitlement to pursue such claim; and
(e) upon your Termination (whether or not such Termination constitutes a breach of local labor laws), your right to receive benefits shall be only as set forth in this Agreement; your Termination shall be effective on the date reasonably anticipated by the Company and you, that you will no longer be employed at a level equal to or greater than 21% percent of his average level of services over the immediately preceding 36 month period. Your Termination will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company shall have the exclusive discretion to determine when you have terminated active employment for purposes of this grant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting this grant of RSUsPRSUs, the Grantee Recipient acknowledges and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
; (b) the grant of RSUs PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares shares of Common Stock or RSUsPRSUs, or benefits in lieu of Shares shares of Common Stock or RSUsPRSUs, even if Shares shares of Common Stock or RSUs PRSUs have been granted repeatedly in the past;
; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (d) the GranteeRecipient’s participation in the Plan will shall not create a right to further employment with the Employer and will shall not interfere with the ability of the Employer to terminate the GranteeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (e) the Grantee Recipient is participating voluntarily in the Plan;
; (f) RSU awards PRSUs, PRSU grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeRecipient’s employment or service contract, if any;
; (g) RSU awards PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-long- service awards, pension or retirement benefits or similar payments insofar as permitted by law;
; (h) in the event that the Grantee is not an employee this grant of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary of the Company;
Related Entity; (i) the future value of the Shares underlying shares of Common Stock is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUsPRSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs PRSUs or diminution in value of this grant of RSUs PRSUs resulting from termination of the GranteeRecipient’s employment by the Company or the Employer Continuous Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (l) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the Continuous Service of the Company and its Related Entities for purposes of this grant of PRSUs; and (m) if the Company’s performance is below minimum levels as set forth in this Agreement or any annual supplement hereto, no PRSUs will be awarded and no shares of Common Stock will be issued to the Recipient.
Appears in 1 contract
Sources: Performance Restricted Stock Unit Agreement (Roadrunner Transportation Systems, Inc.)
Acknowledgment and Waiver. By accepting this grant of RSUsRestricted Units, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsRestricted Units, or benefits in lieu of Shares or RSUsRestricted Units, even if Shares or RSUs Restricted Units have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(fe) RSU awards Restricted Unit grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if anyCompany;
(gf) RSU awards and resulting benefits are not part this grant 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs Restricted Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ig) the future value of the Shares Company’s shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Restricted Units and cannot be predicted with certainty; and
(jh) in consideration of this grant of RSUsRestricted Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Restricted Units or diminution in value of this grant of RSUs Restricted Units resulting from termination of the Grantee’s employment directorship by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 1 contract
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and Employee agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the Grantee’s Employee's participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the Grantee’s Employee's employment relationship at any time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s Employee's employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no . No claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or the Employee's Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company from, and agrees not to pursue against the Employer from Company, any such claim that may arise; ifand
(e) upon the Employee’s Termination (whether or not such Termination constitutes a breach of local labor laws), notwithstanding the foregoingEmployee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company and the Employee that the Employee will no longer be employed at a level equal to or greater than 21% of his average level of services over the immediately preceding thirty-six month period. Employee’s Termination will not be extended by any notice period mandated under local law (e.g., any such claim active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company shall have the exclusive discretion to determine when the Employee is found by a court of competent jurisdiction to have arisen, then, by accepting the terms no longer actively employed for purposes of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claimgrant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and Employee agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the Grantee’s Employee's participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate or modify the Grantee’s Employee's employment relationship and it is expressly agreed and understood that employment is terminable at the will of either partyany time, with or without cause, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s Employee's employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no predicted. No claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or the Employee's Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company from, and agrees not to pursue against the Employer from Company, any such claim that may arise; ifand
(e) upon the Employee’s Termination (whether or not such Termination constitutes a breach of local labor laws), notwithstanding the foregoingEmployee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company and the Employee that the Employee will no longer be employed at a level equal to or greater than 21% of his average level of services over the immediately preceding thirty-six month period. Employee’s Termination will not be extended by any notice period mandated under local law (e.g., any such claim active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company shall have the exclusive discretion to determine when the Employee is found by a court of competent jurisdiction to have arisen, then, by accepting the terms no longer actively employed for purposes of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claimgrant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and Employee agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the Grantee’s Employee's participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the Grantee’s Employee's employment relationship at any time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s Employee's employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no . No claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or the Employee's Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company from, and agrees not to pursue against the Employer from Company, any such claim that may arise; ifand
(e) upon the Employee’s Termination (whether or not such Termination constitutes a breach of local labor laws), notwithstanding the foregoingEmployee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company and the Employee that the Employee will no longer be employed at a level equal to or greater than 21% percent of his average level of services over the immediately preceding thirty-six month period. Employee’s Termination will not be extended by any notice period mandated under local law (e.g., any such claim active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Committee shall have the exclusive discretion to determine when the Employee is found by a court of competent jurisdiction to have arisen, then, by accepting the terms no longer actively employed for purposes of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claimgrant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting entering into this grant of RSUsRestricted Stock Unit Agreement, the Grantee acknowledges and agrees that:
(ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided and the Company, in its discretion, shall have the power and authority to (a) determine which (if any) individuals rendering services or employed outside the United States are eligible to participate in the Plan Plan; (b) determine which non-United States-based operations (e.g., subsidiaries, branches, representative offices) participate in the Plan; (c) modify the terms and conditions of any Restricted Unit Grants made to such eligible individuals, or this Agreementwith respect to such non-United States-based operations; and (d) establish sub-plans, modified exercise, payment and other terms and procedures to the extent deemed necessary or desirable by the Company;
(bii) the grant of RSUs this Restricted Unit Grant is voluntary and occasional and a one-time benefit which does not create any contractual or other right to receive future grants of Shares or RSUsRestricted Stock Units, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the pastRestricted Stock Units;
(ciii) all decisions determinations with respect to any such future grants, if anyincluding, but not limited to, the times when Restricted Unit Grants shall be granted, the number of shares subject to each Restricted Unit Grant, the g▇▇▇▇ ▇▇▇▇▇, and the time or times when each Restricted Unit Grant shall be issueable, will be at the sole discretion of the Company;
(div) the Grantee’s participation in the Plan will shall not create a right to further employment with Employer the Grantee’s employer and will shall not interfere with the ability of Employer the Grantee’s employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by lawany time with or without cause;
(ev) the Grantee is participating voluntarily Grantee’s participation in the PlanPlan is voluntary;
(fvi) RSU awards and resulting benefits are the value of this Restricted Unit Grant is an extraordinary item that does not constitute of compensation of any kind for services of any kind rendered to the Company or the Employer, and are which is outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards , and resulting benefits are is not part of normal or expected compensation or salary for any purposes, including, but not limited to purposes of 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 lawpayments;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ivii) the future value of the Shares underlying shares of Stock is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certaintycertainty and if the value of the underlying Stock decreases in value, so will the value of this Restricted Unit Grant;
(viii) this Restricted Unit Grant has been granted to the Grantee in the Grantee’s status as an employee of his or her employer, and can in no event be understood or interpreted to mean that the Company is the Grantee’s employer or that the Grantee has an employment relationship with the Company; provided, however, that this provision shall not affect any Grantee who is actually employed by the Company; and
(jix) in consideration of this grant of RSUsthe ultimate liability for any and all tax, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of social insurance and any other payroll tax (“tax-related items”) withholding and reporting obligations are and remain the Grantee’s employment by responsibility and liability and that the Company (i) makes no representations nor undertakings regarding treatment of any tax-related items in connection with any aspect of the Restricted Unit Grant, including the grant, vesting or issuance of the Employer (for any reason whatsoever) Restricted Stock Units and the Grantee irrevocably releases the Company subsequent sale of Stock acquired; and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction (ii) does not commit to have arisen, then, by accepting structure the terms of the grant or any aspect of this Agreement, Restricted Unit Grant to reduce or eliminate the Grantee Grantee’s liability regarding tax-related items.
(x) the terms and conditions of this Restricted Unit Grant shall be deemed irrevocably to have waived governed by and construed in accordance with the laws of the State of Illinois, USA, without taking into account any entitlement to pursue such claimconflicts of laws provisions.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Jones Lang Lasalle Inc)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will this Agreement shall not create a right to further employment with Employer and will shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Planreceiving RSUs voluntarily;
(f) RSU awards and resulting benefits are an extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards 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, or end of service payments, or bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will shall not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and;
(j) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever) ), and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be irrevocably deemed irrevocably to have waived any entitlement to pursue such claim; and
(k) the award evidenced by this Agreement is subject to all Company policies relating to the clawback and/or recoupment of compensation, as the same may be amended from time to time, and to the extent the Grantee is subject to such policies, the terms and conditions of such policies are hereby incorporated by reference into this Agreement.
Appears in 1 contract
Acknowledgment and Waiver. By accepting this grant of RSUsStock Units, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsStock Units, or benefits in lieu of Shares or RSUsStock Units, even if Shares or RSUs Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(fe) RSU awards Stock Unit grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if anyCompany;
(gf) RSU awards and resulting benefits are not part this grant 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ig) the future value of the Shares Company’s shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Units and cannot be predicted with certainty; and
(jh) in consideration of this grant of RSUsStock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination of the Grantee’s employment directorship by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 1 contract
Sources: Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. By accepting entering into this grant of RSUsRestricted Stock Unit Agreement, the Grantee acknowledges and agrees that:
(ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided and the Company, in its discretion, shall have the power and authority to (a) determine which (if any) individuals rendering services or employed outside the United States are eligible to participate in the Plan Plan; (b) determine which non-United States-based operations (e.g., subsidiaries, branches, representative offices) participate in the Plan; (c) modify the terms and conditions of any Restricted Unit Grants made to such eligible individuals, or this Agreementwith respect to such non-United States-based operations; and (d) establish sub-plans, modified exercise, payment and other terms and procedures to the extent deemed necessary or desirable by the Company;
(bii) the grant of RSUs this Restricted Unit Grant is voluntary and occasional and a one-time benefit which does not create any contractual or other right to receive future grants of Shares or RSUsRestricted Stock Units, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the pastRestricted Stock Units;
(ciii) all decisions determinations with respect to any such future grants, if anyincluding, but not limited to, the times when Restricted Unit Grants shall be granted, the number of shares subject to each Restricted Unit Grant, the ▇▇▇▇▇ ▇▇▇▇▇, and the time or times when each Restricted Unit Grant shall be issueable, will be at the sole discretion of the Company;
(div) the Grantee’s participation in the Plan will shall not create a right to further employment with Employer the Company and will shall not interfere with the ability of Employer the Company, the Board of Directors or the shareholders of the Company to terminate relationship at any time with or without cause;
(v) the Grantee’s employment relationship and it participation in the Plan is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by lawvoluntary;
(e) the Grantee is participating voluntarily in the Plan;
(f) RSU awards and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ivi) the future value of the Shares underlying shares of Stock is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certaintycertainty and if the value of the underlying Stock decreases in value, so will the value of this Restricted Unit Grant;
(vii) this Restricted Unit Grant has been granted to the Grantee in the Grantee’s status as a member of the Board of Directors of the Company, and can in no event be understood or interpreted to mean that the Company is the Grantee’s employer or that the Grantee has an employment relationship with the Company;
(viii) the ultimate liability for any and all tax, social insurance and any other payroll tax (“tax-related items”) withholding and reporting obligations are and remain the Grantee’s responsibility and liability and that the Company (i) makes no representations nor undertakings regarding treatment of any tax-related items in connection with any aspect of the Restricted Unit Grant, including the grant, vesting or issuance of the Restricted Stock Units and the subsequent sale of Stock acquired; and (ii) does not commit to structure the terms of the grant or any aspect of this Restricted Unit Grant to reduce or eliminate the Grantee’s liability regarding tax-related items; and
(jix) in consideration the terms and conditions of this grant of RSUs, no claim or entitlement to compensation or damages Restricted Unit Grant shall arise from termination of this grant of RSUs or diminution be governed by and construed in value of this grant of RSUs resulting from termination accordance with the laws of the Grantee’s employment by the Company or the Employer (for State of Illinois, USA, without taking into account any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court conflicts of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claimlaws provisions.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Jones Lang Lasalle Inc)
Acknowledgment and Waiver. By accepting this grant of RSUsa Stock Award, the Grantee Employee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs Stock Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares Stock Awards or RSUs, or benefits in lieu of Shares or RSUsShares, even if Stock Awards or Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the GranteeEmployee’s participation in the Plan will shall not create a right to further employment with Employer, shall not create an employment agreement between the Employee and his or her Employer and will shall not interfere with the ability of Employer to terminate the Grantee’s Employee's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ed) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Award grants, Shares and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeEmployee’s employment contract, if any;
(g) RSU awards ; and Stock Award grants, Shares 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and
(je) in consideration of this grant of RSUsa Stock Award, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Award or diminution in value of this grant of RSUs the Shares resulting from termination of the Grantee’s employment Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Secure Computing Corp)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will shall not create a right to further employment with Employer and will shall not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(f) RSU awards and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if any;
(g) RSU awards 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 1 contract
Acknowledgment and Waiver. By accepting this grant of RSUsa Stock Award, the Grantee Employee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares stock awards or RSUs, or benefits in lieu of Shares or RSUsshares, even if Shares stock awards or RSUs shares have been granted repeatedly in the past;
(cb) all decisions with respect to future grants, if any, will be at the sole discretion grant of the Company;
(d) the Grantee’s participation in the Plan will Stock Award shall not create a right to further employment with Employer the Company, shall not create an employment agreement between Employee and will the Company and shall not interfere with the ability of Employer the Company to terminate the GranteeEmployee’s employment relationship at any time with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in grant of this Stock Award, the Plan;
(f) RSU awards Shares and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the GranteeEmployee’s employment contract, if any;
(g) RSU awards 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and
(jd) in consideration of this grant of RSUsa Stock Award, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Award or diminution in value of this grant of RSUs the Shares resulting from termination of the Grantee’s employment by the Company or the Employer (for any reason whatsoever) whatsoever and the Grantee whether or not in breach of local labor laws), and Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(e) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of employment (whether or not in breach of local labor laws) and of status as a Service Provider, Employee’s right to receive benefits under this Agreement, if any, will terminate effective as of the date that Employee is no longer actively employed or actively acting as a Service Provider and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws) and of status as a Service Provider, Employee’s right to receive benefits under this Agreement after such termination, if any, will be measured by the date of termination of Employee’s active employment or active provision of services as a Service Provider and will not be extended by any notice period mandated under local law.
Appears in 1 contract
Acknowledgment and Waiver. By accepting this grant of RSUsa Stock Purchase Award, the Grantee Purchaser acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs a Stock Purchase Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares Stock Purchase Awards or RSUs, or benefits in lieu of Shares or RSUsShares, even if Stock Purchase Awards or Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the Grantee’s participation in the Plan will grant of a Stock Purchase Award shall not create a right to further employment or a service relationship with Employer the Company, shall not create an employment agreement between Purchaser and will the Company and shall not interfere with the ability of Employer the Company to terminate the GranteePurchaser’s employment or service relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards grant of a Stock Purchase Award, Shares and resulting benefits are an extraordinary item items that does do not constitute compensation of any kind for services of any kind rendered to the Company or the EmployerCompany, and are outside the scope of the GranteePurchaser’s employment service relationship contract, if any;
(g) RSU awards ; and the grant of a Stock Purchase Award, Shares 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and
(jd) in consideration of this grant of RSUsa Stock Purchase Award, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Purchase Award or diminution in value of this grant of RSUs the Shares resulting from termination of the Grantee’s employment Continuous Service by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Purchaser irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Purchaser shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(e) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of Continuous Service (whether or not in breach of local labor laws), Purchaser’s right to receive benefits under this Agreement, if any, will terminate effective as of the date that Purchaser is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active service relationship would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of Continuous Service (whether or not in breach of local labor laws), Purchaser’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of Purchaser’s active service relationship and will not be extended by any notice period mandated under local law.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Ap Pharma Inc /De/)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and Employee agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the Grantee’s Employee's participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the Grantee’s Employee's employment relationship at any time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s Employee's employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no . No claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or the Employee's Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company from, and agrees not to pursue against the Employer from Company, any such claim that may arise; ifand,
(e) upon the Employee’s Termination (whether or not such Termination constitutes a breach of local labor laws), notwithstanding the foregoingEmployee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company and the Employee that the Employee will no longer be employed at a level equal to or greater than 21% of his average level of services over the immediately preceding thirty-six month period. Employee’s Termination will not be extended by any notice period mandated under local law (e.g., any such claim active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company shall have the exclusive discretion to determine when the Employee is found by a court of competent jurisdiction to have arisen, then, by accepting the terms no longer actively employed for purposes of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claimgrant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting this grant of RSUsRestricted Stock, the Grantee Employee acknowledges and agrees that:
that (ai) each of the Plan and this Agreement is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in accordance with the Plan or this Agreement;
terms of the Plan, including Section 15 thereof; (bii) the grant of RSUs Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsrestricted stock, or benefits in lieu of Shares or RSUsrestricted stock, even if Shares or RSUs have restricted stock has been granted repeatedly in the past;
; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Committee; (div) the GranteeEmployee’s participation in the Plan will shall not create a right to further employment with Employer the Company and will shall not interfere with the ability of Employer the Company to terminate the GranteeEmployee’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (ev) the Grantee Employee is participating voluntarily in the Plan;
; (fvi) RSU awards stock and resulting benefits stock grants (including restricted stock grants) are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeEmployee’s employment contract, if any;
[, unless specifically provided for therein]; (gvii) RSU awards stock and resulting benefits stock grants (including restricted stock grants) are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments payments, insofar as permitted by law;
; (hviii) in the event that the Grantee Employee is not an employee of the Company, this award grant of RSUs Restricted Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer Company or any subsidiary or affiliate of the Company;
; (iix) the future value of the Shares underlying Common Stock is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(jx) in consideration of this grant of RSUsRestricted Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Award or diminution in value of this grant of RSUs Award or the Restricted Stock resulting from termination of the GranteeEmployee’s employment by the Company (whether or the Employer (for any reason whatsoevernot in breach of local labor laws) pursuant to Section 8 hereof, and the Grantee Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any term or condition of the Plan to the contrary, in the event of involuntary termination of Employee’s employment for Cause (whether or not in breach of local labor laws), Employee’s rights under this Agreement, including the right to vest in unrestricted shares of Common Stock, if any, will terminate effective as of the date that Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment for Cause (whether or not in breach of local labor laws), Employee’s right to vest in this Award after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when Employee is no longer actively employed for purposes of this Restricted Stock grant.
Appears in 1 contract
Sources: Restricted Stock Agreement (Citadel Broadcasting Corp)
Acknowledgment and Waiver. By accepting this grant of RSUsPRSUs, the Grantee Recipient acknowledges and agrees that:
: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
; (bii) the grant of RSUs PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsPRSUs, or benefits in lieu of Shares or RSUsPRSUs, even if Shares or RSUs PRSUs have been granted repeatedly in the past;
; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (div) the GranteeRecipient’s participation in the Plan will shall not create a right to further employment with the Employer and will shall not interfere with the ability of the Employer to terminate the GranteeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (ev) the Grantee Recipient is participating voluntarily in the Plan;
; (fvi) RSU awards PRSUs, PRSU grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeRecipient’s employment or service contract, if any;
; (gvii) RSU awards PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to 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;
; (hviii) in the event that the Grantee is not an employee this grant of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary of the Company;
Related Entity; (iix) the future value of the underlying Shares is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(jx) in consideration of this grant of RSUsPRSU Award, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs PRSUs or diminution in value of this grant of RSUs PRSU Award resulting from termination of the GranteeRecipient’s employment by the Company or the Employer Continuous Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (xii) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the Continuous Service of the Company and its Related Entities for purposes of this PRSU Award; and (xiii) if the Company’s earnings per share is below the EPS Target as set forth in this Agreement, no PRSUs will be awarded and no Shares will be issued to the Recipient.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (Element Solutions Inc)
Acknowledgment and Waiver. By In accepting this the Company's grant of RSUsStock Units and any Shares (or, if applicable, cash) delivered under the Grantee acknowledges grant, you expressly acknowledge and agrees agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(cb) all decisions with respect the Plan is operated and the Stock Units are granted by Costco Wholesale Corp., and the only parties to future grantsthis Agreement are Costco Wholesale Corp. and you; accordingly, any rights you may have under this Agreement, including any rights related to the delivery of Shares (or, if anyapplicable, will cash) pursuant to the Stock Units, may be at the sole discretion of the Companyraised only against Costco Wholesale Corp. and not against any Affiliate;
(dc) the Grantee’s your participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the Grantee’s or modify your employment relationship and it is expressly agreed and understood that employment is terminable at the will of either partyany time, with or without cause, insofar as permitted by law;
(ed) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s your employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;
(he) in all decisions with respect to future equity awards, if any, shall be at the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary sole discretion of the Company;
(if) the future value of the Shares Shares, if any, is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit, and cannot be predicted with certainty; andpredicted;
(jg) in consideration of this grant the award of RSUsthe Stock Units, no claim or entitlement to compensation or damages shall arise from (i) termination of this grant of RSUs Stock Units or diminution in value of this grant the Stock Units, or Shares, if any, issued through the settlement of RSUs the Stock Units, resulting from termination of the Grantee’s employment by the Company or the Employer your Termination (for any reason whatsoever, whether or not later found to be invalid or in breach of applicable labor laws of the jurisdiction where you are employed or the terms of your employment agreement, if any) and/ or (ii) the forfeiture or cancellation of the Stock Units and/or recoupment of any Shares, cash, or other benefits acquired under the Plan resulting from the application of any recoupment policy pursuant to Section 17 of this Agreement, or any recovery or clawback policy otherwise required by applicable laws, rules, regulations or stock exchange listing standards; and in consideration of the Grantee irrevocably releases grant of the Stock Units, you agree not to institute any claim against the Company and the Employer from any such claim that may ariseor its Affiliates; if, notwithstanding the foregoing, any such claim is found by a court or tribunal of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee you shall be deemed irrevocably to have irrevocably waived any your entitlement to pursue or seek remedy for any such claim; and
(h) upon your Termination (whether or not such Termination constitutes a breach of local labor laws), your right to receive benefits shall be only as set forth in this Agreement; your Termination shall be effective on the date reasonably anticipated by the Company and you, that you will no longer be employed at a level equal to or greater than 21% percent of your average level of services over the immediately preceding 36-month period. Your Termination will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); and the Company shall have the exclusive discretion to determine when you have terminated active employment for purposes of this grant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting this grant of RSUsStock Units, the Grantee Participant acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the The grant of RSUs Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares Stock or RSUsStock Units, or benefits in lieu of Shares Stock or RSUsStock Units, even if Shares Stock or RSUs Stock Units have been granted repeatedly in the past;
(cb) all All decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(dc) the GranteeThe Participant’s participation in the Plan will receipt of this Award shall not create a right to further employment with Employer and will shall not interfere with the ability of Employer to terminate the GranteeParticipant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ed) the Grantee The Participant is participating voluntarily in the Planthis Award;
(fe) RSU awards These Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeParticipant’s employment contract, if any;
(gf) RSU awards These Stock Units 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;
(hg) in In the event that the Grantee Participant is not an employee Employee of the Company, this award grant of RSUs Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award grant of RSUs Stock Units will not be interpreted to form an employment contract with the Employer or any subsidiary Subsidiary or Affiliate of the Company;
(ih) the The future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and;
(ji) in In consideration of this grant of RSUsStock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination of the GranteeParticipant’s employment by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and
(j) Notwithstanding any terms or conditions of this Agreement to the contrary, in the event of involuntary termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive benefits under this Agreement, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Participant’s right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the Participant’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of this grant of Stock Units.
Appears in 1 contract
Sources: Non Plan Restricted Stock Unit Agreement (Sonosite Inc)
Acknowledgment and Waiver. By accepting this grant of RSUsPRSUs, the Grantee Recipient acknowledges and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
; (b) the grant of RSUs PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares shares of Common Stock or RSUsPRSUs, or benefits in lieu of Shares shares of Common Stock or RSUsPRSUs, even if Shares shares of Common Stock or RSUs PRSUs have been granted repeatedly in the past;
; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (d) the GranteeRecipient’s participation in the Plan will shall not create a right to further employment with the Employer and will shall not interfere with the ability of the Employer to terminate the GranteeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (e) the Grantee Recipient is participating voluntarily in the Plan;
; (f) RSU awards PRSUs, PRSU grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeRecipient’s employment or service contract, if any;
; (g) RSU awards PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-long- service awards, pension or retirement benefits or similar payments insofar as permitted by law;
; (h) in the event that the Grantee is not an employee this grant of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary of the Company;
Related Entity; (i) the future value of the Shares underlying shares of Common Stock is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUsPRSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs PRSUs or diminution in value of this grant of RSUs PRSUs resulting from termination of the GranteeRecipient’s employment by the Company or the Employer Continuous Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim.; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (l) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the ACTIVE 43288354v1 5
Appears in 1 contract
Sources: Performance Restricted Stock Unit Agreement (Roadrunner Transportation Systems, Inc.)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and Employee agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) ; and that the grant of RSUs Stock Units is voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of Shares Awards or RSUs, or other benefits in lieu of Shares or RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(db) the GranteeEmployee’s participation in the Plan will shall not create a right to further employment with Employer the Company, does not create an employment contract with the Company, and will shall not interfere with the ability of Employer the Company to terminate the GranteeEmployee’s employment relationship at any time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(ec) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeEmployee’s employment contract, if any;
(g) RSU awards , and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of 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;
(h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(id) the future value of the Shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU Stock Unit and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no . No claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination changes in the value of the GranteeCompany’s employment stock or the Employee’s Termination by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Employee irrevocably releases the Company and its Affiliates from, and agrees not to pursue against the Employer from Company, any such claim that may arise; if. Further, notwithstanding the foregoing, if any such claim is found by a court or tribunal of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall Employee will be deemed irrevocably to have irrevocably waived any their entitlement to pursue such claim; and
(e) upon the Employee’s Termination (whether or not such Termination constitutes a breach of local labor laws), the Employee’s right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company and the Employee that the Employee will no longer be employed at a level equal to or greater than 21% percent of his average level of services over the immediately preceding 36 month period. Employee’s Termination will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company shall have the exclusive discretion to determine when the Employee is are no longer actively employed for purposes of this grant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges you acknowledge and agrees agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares shares or RSUs, or benefits in lieu of Shares shares or RSUs, even if Shares shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is you are participating voluntarily in the Plan;
(fe) RSU awards grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s your employment contract, if any;
(gf) RSU awards 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;
(hg) in the event that the Grantee is you are not an employee of the Company, this award grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award grant of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary Subsidiary of the Company;
(ih) the future value of the Shares shares is unknown, may increase or decrease from the date of award grant or vesting of the RSU RSU, and cannot be predicted with certainty; and
(ji) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s your employment by the Company or the Employer (for any reason whatsoever) and the Grantee you irrevocably releases release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee you shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Heinz H J Co)
Acknowledgment and Waiver. By accepting this grant of RSUsPRU, the Grantee Recipient acknowledges and agrees that:
: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
; (bii) the grant of RSUs PRU is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsPRU, or benefits in lieu of Shares or RSUsPRU, even if Shares or RSUs PRU have been granted repeatedly in the past;
; (ciii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (div) the GranteeRecipient’s participation in the Plan will shall not create a right to further employment with the Employer and will shall not interfere with the ability of the Employer to terminate the GranteeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (ev) the Grantee Recipient is participating voluntarily in the Plan;
; (fvi) RSU awards PRU grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeRecipient’s employment or service contract, if any;
; (gvii) RSU awards PRU grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to 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;
; (hviii) in the event that the Grantee is not an employee this grant of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs PRU will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary of the Company;
Related Entity; (iix) the future value of the underlying Shares is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(jx) in consideration of this grant of RSUsPRU, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs PRU or diminution in value of this grant of RSUs PRU resulting from termination of the GranteeRecipient’s employment by the Company or the Employer Continuous Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (xii) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the Continuous Service of the Company and its Related Entities for purposes of this grant of PRU; and (xiii) if the Company’s performance is below minimum levels as set forth in this Agreement or any annual supplement hereto, no PRU will be awarded and no Shares will be issued to the Recipient.
Appears in 1 contract
Sources: 2023 Incentive Compensation Plan (TTM Technologies Inc)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(d) the Grantee’s participation in the Plan will not create a right to further employment with Employer and will not interfere with the ability of Employer to terminate the Grantee’s employment relationship and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(e) the Grantee is participating voluntarily in the Plan;
(fe) RSU awards grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Grantee’s employment contract, if anyCompany;
(gf) RSU awards 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;
(h) in the event that the Grantee is not an employee of the Company, this award grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(ig) the future value of the Shares Company’s shares is unknown, may increase or decrease from the date of award or vesting of the RSU grant and cannot be predicted with certainty; and
(jh) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the Grantee’s employment directorship by the Company or the Employer (for any reason whatsoever) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
Appears in 1 contract
Acknowledgment and Waiver. By accepting this grant of RSUsRestricted Stock Units, the Grantee Employee acknowledges and agrees that:
(a) the The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in pursuant to the Plan or terms of the Plan, including without limitation to the extent the Company reasonably deems it required by any Applicable Laws, which include for purposes of this Agreement;, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority.
(b) This Agreement, including without limitation, the terms of this grant of RSUs Restricted Stock Units, may be modified, amended, suspended, or terminated by the Company at any time, in its sole discretion, to the extent the Company reasonably deems it required by any Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority.
(c) The grant of Stock Units hereunder is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUsStock Units, or benefits in lieu of Shares or RSUsStock Units, even if Shares or RSUs Stock Units have been granted repeatedly in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;.
(d) the Grantee’s The Employee's participation in the Plan will shall not create a right to further employment with the Employer, shall not create an employment agreement between the Employee and the Employer and will shall not interfere with the ability of the Employer to terminate the Grantee’s Employee's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority.
(e) the Grantee is participating voluntarily in the Plan;
(f) RSU awards Stock Units and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the Grantee’s Employee's employment contract, if any;
(g) RSU awards ; and 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 to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits benefits, or similar payments insofar as permitted by law;Applicable Laws.
(hf) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award of RSUs will not be interpreted to form an employment contract with the Employer or any subsidiary of the Company;
(i) the future value of the Shares is unknown, may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty; and
(j) in In consideration of this grant of RSUsStock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs Stock Units or diminution in value of this grant of RSUs Stock Units resulting from termination Termination of the Grantee’s employment Employment by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) or from modification, amendment, suspension, or termination of the Plan or this Agreement pursuant to Section 15 of the Plan or Section 9(a) or 9(b) of this Agreement, and the Grantee Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim.
(g) Notwithstanding any terms or conditions of the Plan to the contrary, in the event of Termination of Employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under the Plan and this Agreement, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under any Applicable Laws (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law). In the event of Employee’s Termination of Employment due to death or disability, as defined in the Plan, the Employee's right to receive benefits under this Agreement after such termination, if any, will be determined as of the Employee’s last day worked.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. By accepting this grant of RSUs, the Grantee Recipient acknowledges and agrees that:
: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
; (b) the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
; (c) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (d) the GranteeRecipient’s participation in the Plan will shall not create a right to further employment with the Employer and will shall not interfere with the ability of the Employer to terminate the GranteeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
; (e) the Grantee Recipient is participating voluntarily in the Plan;
; (f) RSUs, RSU awards grants and resulting benefits are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are is outside the scope of the GranteeRecipient’s employment or service contract, if any;
; (g) RSUs, RSU awards grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to 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;
; (h) in the event that the Grantee is not an employee of the Company, this award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this award grant of RSUs will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary of the Company;
Related Entity; (i) the future value of the underlying Shares is unknown, may increase or decrease from the date of award or vesting of the RSU unknown and cannot be predicted with certainty; and
(j) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of the GranteeRecipient’s employment by the Company or the Employer Continuous Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Grantee Recipient irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Grantee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (l) the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively in the Continuous Service of the Company and its Related Entities for purposes of this grant of RSUs; and (m) if the Company’s stock performance is below minimum levels as set forth in this Agreement, no RSUs will be awarded and no Shares will be issued to the Recipient.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Platform Specialty Products Corp)