Common use of Acknowledgment and Waiver Clause in Contracts

Acknowledgment and Waiver. By accepting this grant of Stock Units, the Employee acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock Units, or benefits in lieu of Stock or Stock Units, even if Stock or Stock Units have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the 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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, 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 is outside the scope of the Employee's employment contract, if any; (vii) stock units, stock unit grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under 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 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 Employee's right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the 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 the Employee is no longer actively employed for purposes of this grant of Stock Units.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsStock, the Employee acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock UnitsStock, or benefits in lieu of Stock or Stock UnitsStock, even if Stock or Stock Units have has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the 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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, stock unit Stock and Stock 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 is outside the scope of the Employee's employment contract, if any; (vii) stock units, stock unit Stock and Stock 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; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsStock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive benefits Stock and vest in Stock under this Agreementthe Plan, 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 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 Employee's right to receive benefits under vest in this Agreement Stock after termination of employment, if any, will be measured by the date of termination of the 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 the Employee is no longer actively employed for purposes of this grant of Stock Unitsgrant.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsRSUs, the Employee acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 18(d), may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreementtime; (ii) the grant of Stock Units RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Shares or Stock UnitsRSUs, or benefits in lieu of Stock Shares or Stock UnitsRSUs, even if Stock Shares or Stock Units RSUs have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyCompany and/or the Committee; (iv) the Employee's ’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's ’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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, stock unit grants RSUs 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 is are outside the scope of the Employee's ’s employment contract, if any; (vii) stock units, stock unit grants RSUs and their resulting benefits are not intended to replace any pension rights or compensation; (viii) RSUs 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 law; (viii) law and in the no event that the Employee is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; (ix) this grant of Stock Units RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the CompanyAffiliate; (ixx) the future value of the underlying Stock Shares is unknown and cannot be predicted with certainty; (xxi) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from termination forfeiture of this grant of Stock Units or diminution in value of this grant of Stock Units the RSUs resulting from termination of the Employee's ’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) ), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer 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 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; and (xixii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's ’s employment (whether or not in breach of local labor laws), the Employee's ’s right to receive benefits under this AgreementStock Notification and Award Agreement after termination of employment, if any, will terminate effective as of be measured by the date that the Employee is no longer actively employed of termination of Employee’s active employment 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 Employee's right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the Employee's active employment and will not be extended by any notice period mandated under local law; xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this grant the RSUs; and (xiv) if the Company determines that the Employee has engaged in misconduct prohibited by applicable law or any applicable policy of Stock Unitsthe 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 and to the extent permitted under applicable law, (a) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding RSUs, and (c) take any other action required or permitted by applicable law.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsRSUs, the Employee acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 18(d), may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreementtime; (ii) the grant of Stock Units RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Shares or Stock UnitsRSUs, or benefits in lieu of Stock Shares or Stock UnitsRSUs, even if Stock Shares or Stock Units RSUs have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyCompany and/or the Committee; (iv) the Employee's ’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's ’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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, stock unit grants RSUs 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 is are outside the scope of the Employee's ’s employment contract, if any; (vii) stock units, stock unit grants RSUs and their resulting benefits are not intended to replace any pension rights or compensation; (viii) RSUs 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 law; (viii) law and in the no event that the Employee is not an employee of should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; (ix) this grant of Stock Units RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the CompanyAffiliate; (ixx) the future value of the underlying Stock Shares is unknown and cannot be predicted with certainty; (xxi) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from termination forfeiture of this grant of Stock Units or diminution in value of this grant of Stock Units the RSUs resulting from termination of the Employee's ’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) ), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer 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 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; and (xixii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's ’s employment (whether or not in breach of local labor laws), the Employee's ’s right to receive benefits under this AgreementGrant Agreement after termination of employment, if any, will terminate effective as of be measured by the date that the Employee is no longer actively employed of termination of Employee’s active employment 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 Employee's right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the Employee's active employment and will not be extended by any notice period mandated under local law; xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this grant the RSUs; and (xiv) if the Company determines that the Employee has engaged in misconduct prohibited by applicable law or any applicable policy of Stock Unitsthe 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 and to the extent permitted under applicable law, (a) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding RSUs, and (c) take any other action required or permitted by applicable law.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsRSUs, the Employee Recipient acknowledges and agrees that: (ia) 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; (iib) the grant of Stock Units RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Shares or Stock UnitsRSUs, or benefits in lieu of Stock Shares or Stock UnitsRSUs, even if Stock Shares or Stock Units RSUs have been granted repeatedly in the past; (iiic) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (ivd) the Employee's Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's Recipient’s employment relationship at any time with or without cause Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (ve) the Employee Recipient is participating voluntarily in the Plan; (vif) stock unitRSUs, stock unit RSU 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 is outside the scope of the Employee's Recipient’s employment or service contract, if any; (viig) stock unitsRSUs, stock unit RSU 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; (viiih) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units RSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate of the CompanyRelated Entity; (ixi) the future value of the underlying Stock Shares is unknown and cannot be predicted with certainty; (xj) in consideration of this grant of Stock UnitsRSUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units RSUs or diminution in value of this grant of Stock Units RSUs resulting from termination of the Employee's employment by the Company or the Employer Recipient’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee 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 Employee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xik) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's Recipient’s employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under 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 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 Employee's Recipient’s right to receive benefits under this Agreement after termination of employmentContinuous Service, if any, will be measured by the date of termination of the Employee's Recipient’s active employment 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 Employee Recipient is no longer actively employed in the Continuous Service of the Company and its Related Entities for purposes of this grant of Stock UnitsRSUs; 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.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsPRU, the Employee Recipient acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units PRU is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Shares or Stock UnitsPRU, or benefits in lieu of Stock Shares or Stock UnitsPRU, even if Stock Shares or Stock Units PRU have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's Recipient’s employment relationship at any time with or without cause Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee Recipient is participating voluntarily in the Plan; (vi) stock unit, stock unit 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 is outside the scope of the Employee's Recipient’s employment or service contract, if any; (vii) stock units, stock unit 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; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units PRU will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate of the CompanyRelated Entity; (ix) the future value of the underlying Stock Shares is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsPRU, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units PRU or diminution in value of this grant of Stock Units PRU resulting from termination of the Employee's employment by the Company or the Employer Recipient’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee 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 Employee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's Recipient’s employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under 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 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 Employee's Recipient’s right to receive benefits under this Agreement after termination of employmentContinuous Service, if any, will be measured by the date of termination of the Employee's Recipient’s active employment 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 Employee Recipient is no longer actively employed in the Continuous Service of the Company and its Related Entities for purposes of this grant of Stock UnitsPRU; 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.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsRestricted Stock, the Employee acknowledges and agrees that: that (i) 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 Agreementterms of the Plan, including Section 15 thereof; (ii) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock Unitsrestricted stock, or benefits in lieu of Stock or Stock Unitsrestricted stock, even if Stock or Stock Units have restricted stock has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyCommittee; (iv) the Employee's ’s participation in the Plan shall not create a right to further employment with Employer the Company and shall not interfere with the ability of Employer the Company to terminate the Employee's ’s employment relationship at any time with or without cause Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, and stock unit grants and resulting benefits (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 is outside the scope of the Employee's ’s employment contract, if any[, unless specifically provided for therein]; (vii) stock units, and stock unit grants and resulting benefits (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; (viii) in the event that the Employee is not an employee of the Company, this grant of Restricted Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units will not be interpreted to form an employment contract with the Employer Company or any Subsidiary subsidiary or Affiliate affiliate of the Company; (ix) the future value of the underlying Common Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsRestricted Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units Award or diminution in value of this grant of Award or the Restricted Stock Units resulting from termination of the Employee's ’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) pursuant to Section 8 hereof, and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms term or conditions condition of the Plan to the contrary, in the event of involuntary termination of the Employee's ’s employment for Cause (whether or not in breach of local labor laws), the Employee's right to receive benefits ’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 the 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), the Employee's ’s right to receive benefits under vest in this Agreement Award after termination of employment, if any, will be measured by the date of termination of the Employee's ’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 Employee is no longer actively employed for purposes of this grant of Restricted Stock Unitsgrant.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsStock, the Employee acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock UnitsStock, or benefits in lieu of Stock or Stock UnitsStock, even if Stock or Stock Units have has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Committee and/or the Board of Directors of the Company; (iv) the Employee's ’s participation in the Plan shall not create a right to further employment with Employer the Company and shall not interfere with the ability of Employer the Company to terminate the Employee's ’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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, and 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 is outside the scope of the Employee's ’s employment contract, if any; (vii) stock units, and stock unit grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units will not be interpreted to form an employment contract with the Employer Company or any Subsidiary subsidiary or Affiliate affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsStock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of the Employee's ’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's ’s employment (whether or not in breach of local labor laws), the Employee's ’s right to receive benefits Stock and vest in Stock under this Agreementthe Plan, 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 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 Employee's ’s right to receive benefits under vest in this Agreement Stock after termination of employment, if any, will be measured by the date of termination of the Employee's ’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 Employee is no longer actively employed for purposes of this grant of Stock Unitsgrant.

Acknowledgment and Waiver. By accepting this the grant of Stock Unitsthis Stock, the Employee acknowledges and agrees that: (i) 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; (ii) the grant of this Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock UnitsStock, or benefits in lieu of Stock or Stock UnitsStock, even if Stock or Stock Units have has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the 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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, stock unit grants and resulting benefits are this Stock is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee's employment contract, if any; (vii) stock units, stock unit grants and resulting benefits are this Stock is not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this Stock grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock grant of Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock shares is unknown and cannot be predicted with certainty; (x) in consideration of this the grant of Stock Unitsthis Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive benefits Stock and vest in Stock under this Agreementthe Plan, 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 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 Employee's right to receive benefits under vest in this Agreement Stock after termination of employment, if any, will be measured by the date of termination of the 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 the Employee is no longer actively employed for purposes of this grant of Stock Unitsgrant.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsPRSUs, the Employee Recipient acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Shares or Stock UnitsPRSUs, or benefits in lieu of Stock Shares or Stock UnitsPRSUs, even if Stock Shares or Stock Units PRSUs have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's Recipient’s employment relationship at any time with or without cause Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee Recipient is participating voluntarily in the Plan; (vi) stock unitPRSUs, stock unit 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 is outside the scope of the Employee's Recipient’s employment or service contract, if any; (vii) stock unitsPRSUs, stock unit 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; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate of the CompanyRelated Entity; (ix) the future value of the underlying Stock Shares is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsPRSU Award, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units PRSUs or diminution in value of this grant of Stock Units PRSU Award resulting from termination of the Employee's employment by the Company or the Employer Recipient’s Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee 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 Employee Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's Recipient’s employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under 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 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 Employee's Recipient’s right to receive benefits under this Agreement after termination of employmentContinuous Service, if any, will be measured by the date of termination of the Employee's Recipient’s active employment 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 Employee Recipient is no longer actively employed in the Continuous Service of the Company and its Related Entities for purposes of this grant of Stock UnitsPRSU 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.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsXXXx, the Employee acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units XXXx is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Shares or Stock UnitsXXXx, or benefits in lieu of Stock Shares or Stock UnitsXXXx, even if Stock Shares or Stock Units XXXx have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's ’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's ’s employment relationship at any time with or without cause cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee is participating voluntarily in the Plan; (vi) stock unitXXXx, stock unit 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 is outside the scope of the Employee's ’s employment contract, if any; (vii) stock unitsXXXx, stock unit 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; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units XXXx will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock Shares is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsXXXx, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units XXXx or diminution in value of this grant of Stock Units XXXx resulting from termination of the Employee's ’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's ’s employment (whether or not in breach of local labor laws), the Employee's right to receive benefits under 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 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 Employee's ’s right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the Employee's ’s active employment 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 Employee is no longer actively employed for purposes of this grant of Stock UnitsXXXx; and (xiii) if the Company’s performance is below minimum levels as set forth in this Agreement or any annual supplement hereto, no XXXx will be awarded and no Shares will be issued to the Employee.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsStock, the Employee acknowledges and agrees that: (i) 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; (ii) the grant of Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock UnitsStock, or benefits in lieu of Stock or Stock UnitsStock, even if Stock or Stock Units have has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the 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; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, and 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 is outside the scope of the Employee's employment contract, if any; (vii) stock units, and stock unit grants and resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsStock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive benefits Stock and vest in Stock under this Agreementthe Plan, 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 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 Employee's right to receive benefits under vest in this Agreement Stock after termination of employment, if any, will be measured by the date of termination of the 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 the Employee is no longer actively employed for purposes of this grant of Stock Unitsgrant.

Acknowledgment and Waiver. By accepting this grant of Stock UnitsPerformance Shares, the Employee acknowledges and agrees that: that (i) 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 Agreementterms of the Plan, including Section 15 thereof; (ii) the grant of Stock Units Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock or Stock Unitsperformance shares, or benefits in lieu of Stock or Stock Unitsperformance shares, even if Stock or Stock Units performance shares have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the CompanyCommittee; (iv) the Employee's ’s participation in the Plan shall not create a right to further employment with Employer the Company and shall not interfere with the ability of Employer the Company to terminate the Employee's ’s employment relationship at any time with or without cause Cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee is participating voluntarily in the Plan; (vi) stock unit, and stock unit grants and resulting benefits (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 is outside the scope of the Employee's ’s employment contract, if anyany [, unless specifically provided for therein]; (vii) stock units, and stock unit grants and resulting benefits (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; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock Units Performance Shares will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock Units will not be interpreted to form an employment contract with the Employer Company or any Subsidiary subsidiary or Affiliate affiliate of the Company; (ix) the future value of the underlying Common Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock UnitsPerformance Shares, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock Units Award or diminution in value of this grant of Stock Units Award or the Performance Shares resulting from termination of the Employee's ’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) pursuant to Section 8 hereof, and the 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 Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms term or conditions condition of the Plan to the contrary, in the event of involuntary termination of the Employee's ’s employment for Cause (whether or not in breach of local labor laws), the Employee's right to receive benefits ’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 the 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), the Employee's ’s right to receive benefits under vest in this Agreement Award after termination of employment, if any, will be measured by the date of termination of the Employee's ’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 Employee is no longer actively employed for purposes of this grant of Stock UnitsPerformance Shares grant.