Acknowledgment and Waiver. The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreement.
Appears in 4 contracts
Sources: Retention Grant Agreement (Hp Inc), Retention Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 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, shall be at the sole discretion of the Grant Agreement: The Employee acknowledges that he or she consents to Company;
(d) the Grantee’s participation in the Plan shall not create a right to further employment with Employer and has received a copy 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. The Employee understands ;
(f) RSU awards and resulting benefits are extraordinary items that the Company has unilaterally, gratuitously and discretionally decided do not constitute compensation of any kind for services of any kind rendered to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon Employer, and are outside the express assumption scope of the Grantee’s employment contract, if any;
(g) RSU awards and condition that any grant will resulting benefits are not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company normal or any of its Subsidiaries expected compensation or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes 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;
(including severance compensationh) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, event that the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee Grantee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract not an employee of the Company, this award of RSUs shall not be interpreted to form an employment contract or relationship with the EmployerCompany, and furthermore, this award of RSUs shall not be interpreted to form an employment contract with the Employer or any other Subsidiary or Affiliate; or subsidiary of the Company;
(5i) the Employee's employment future value of the Shares is unknown, may increase or service terminates for any other reason whatsoeverdecrease from the date of award or vesting of the RSU and cannot be predicted with certainty;
(j) in consideration of this grant of RSUs, except for reasons specified no claim or entitlement to compensation or damages shall arise from termination or diminution in the Grant Agreement. Consequently, upon value of this grant of RSUs resulting from termination of the Employee's Grantee’s employment by the Company or service 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 reasons set forth aboveterms of this Agreement, the Employee may automatically lose Grantee shall be irrevocably deemed to have waived any rights entitlement to pursue such claim; and
(k) the award evidenced by this Agreement is subject to all Company policies relating to the unvested RSUs granted to him or her as clawback and/or recoupment of the date of the Employee's termination of employmentcompensation, as described in the Plan same may be amended from time to time, and to the Grant 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 4 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The following provisions supplement Section 14 By accepting this grant of PARSUs and any Shares, the 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 Grant Agreement: The Employee acknowledges that he Committee regarding the Plan and PARSUs 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 she consents terminated by the Company at any time;
(d) the grant of PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PARSUs or other awards, or benefits in lieu of PARSUs, even if Shares or PARSUs have been granted in the past;
(e) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(f) the Employee’s participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1g) the Employee is considered voluntarily participating in the Plan;
(h) PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(i) PARSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2j) the Employee is dismissed PARSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3k) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerPARSUs and their resulting benefits are not granted as consideration for, or any other in connection with, the service the Employee may provide as a director of Subsidiary or Affiliate; ;
(l) this grant of PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(5m) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(n) no claim or entitlement to compensation or damages shall arise from forfeiture of the PARSUs resulting from termination of Employee's ’s employment (regardless of the reason for such termination and whether or service terminates for any other reason whatsoever, except for reasons specified not later found to be invalid or in breach of employment laws in the Grant Agreement. Consequently, upon termination jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service for any agreement, if any), and in consideration of the reasons set forth abovegrant 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 or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim 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 automatically lose affect the value of the PARSUs or any rights amounts due to the unvested RSUs 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 him 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 as consent to the electronic delivery of documents or may change the date 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 Employee's termination electronic delivery of employment, as described in the Plan and the Grant Agreementdocuments.
Appears in 3 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 15 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreement.
Appears in 3 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of is earned only by continuing employment with the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any one of its Subsidiaries or Affiliates on an ongoing basis except as provided and that being hired and granted RSUs will not result in the Plan. Consequently, RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee understands that is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) 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;
(e) the Plan is operated and the RSUs are granted on solely by the assumption Company and condition that only the Company is a party to the Grant Agreement; accordingly, any rights the Employee may have under this Grant Agreement may be raised only against the Company but not any Subsidiary or Affiliate (including, but not limited to, the Employer);
(f) no Subsidiary or Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to the Employee under this Grant Agreement;
(g) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the Shares acquired upon vesting past;
(h) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(i) the Employee’s participation in the Plan shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1j) the Employee is considered voluntarily participating in the Plan;
(k) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(l) RSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2m) the Employee is dismissed RSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3n) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerRSUs and their resulting benefits are not granted as consideration for, or any other in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate; ;
(o) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(5p) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(q) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or recoupment of any Shares acquired under the Plan resulting from (i) termination of Employee's ’s employment (regardless of the reason for such termination and whether or service terminates for any other reason whatsoever, except for reasons specified not later found to be invalid or in breach of employment laws in the Grant Agreement. Consequently, upon termination jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service for agreement, if any), and/or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the reasons set forth abovegrant of the RSUs to which the Employee is otherwise not entitled, the Employee agrees not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(r) 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 automatically lose affect the value of the RSUs or any rights amounts due to the unvested RSUs granted Employee pursuant to him or her as the settlement of the date RSUs or the subsequent sale of any Shares acquired upon settlement;
(s) 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 RSUs vested up to three years prior to the Employee's ’s termination of employmentemployment or any time thereafter, as described in (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(t) the delivery of any documents related to the Plan and 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 18(k). 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 the Employee’s 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 18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Retention Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of is earned only by continuing employment with the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any one of its Subsidiaries or Affiliates on an ongoing basis except as provided and that being hired and granted RSUs will not result in the Plan. Consequently, RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee understands that is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) 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;
(e) the Plan is operated and the RSUs are granted on solely by the assumption Company and condition that only the Company is a party to the Grant Agreement; accordingly, any rights the Employee may have under this Grant Agreement may be raised only against the Company but not any Subsidiary or Affiliate (including, but not limited to, the Employer);
(f) no Subsidiary or Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to the Employee under this Grant Agreement;
(g) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the Shares acquired upon vesting past;
(h) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(i) the Employee’s participation in the Plan shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1j) the Employee is considered voluntarily participating in the Plan;
(k) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(l) RSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2m) the Employee is dismissed RSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3n) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerRSUs and their resulting benefits are not granted as consideration for, or any other in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate; ;
(o) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(5p) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(q) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or recoupment of any Shares acquired under the Plan resulting from (i) termination of Employee's ’s employment (regardless of the reason for such termination and whether or service terminates for any other reason whatsoever, except for reasons specified not later found to be invalid or in breach of employment laws in the Grant Agreement. Consequently, upon termination jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service for agreement, if any), and/or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the reasons set forth abovegrant of the RSUs to which the Employee is otherwise not entitled, the Employee agrees not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(r) 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 automatically lose affect the value of the RSUs or any rights amounts due to the unvested RSUs granted Employee pursuant to him or her as the settlement of the date RSUs or the subsequent sale of any Shares acquired upon settlement;
(s) 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 RSUs vested up to three years prior to the Employee's ’s termination of employmentemployment or any time thereafter, as described in (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(t) the delivery of any documents related to the Plan and 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 18(m). 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 the Employee’s 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 18(m). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Grant Agreement (Hp Inc), Retention Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that By accepting this grant would not be made to the Employee but for the assumptions and conditions referred to above; thusof Restricted Stock Units, the Employee acknowledges and freely accepts that should 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 or all time pursuant to the terms of the assumptions 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 Restricted Stock Units, may be mistaken modified, amended, suspended, or should 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 conditions grant of Restricted Stock Units is voluntary and occasional and does not be met for create any reason, then the RSUs shall be null and void. The RSUs are a conditional contractual or other right to receive future grants of Shares and can be forfeited in the case ofor Restricted Stock Units, or affected by, the Employee's termination benefits in lieu of service Shares or employment. This will be the case, for exampleRestricted Stock Units, even if Shares or Restricted Stock Units have been granted repeatedly in the past;
(1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5d) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified participation in the Grant Plan shall not create a right to further employment with the Employer, shall not create an employment agreement between the Employee and the Employer and shall not interfere with the ability of the 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 Applicable Laws, which include for purposes of this Agreement. Consequently, upon termination without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(e) Restricted 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 is outside the scope of the Employee's employment contract, if any; and restricted stock units, restricted stock unit grants, and resulting benefits are not part of normal or service 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 Applicable Laws;
(f) in consideration of this grant of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of Restricted Stock Units or diminution in value of this grant of Restricted Stock Units resulting from Termination of Employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) or from modification, amendment, suspension, or termination of the reasons set forth abovePlan or this Agreement pursuant to Section 15 of the Plan or Section 9(a) or 9(b) of this Agreement, 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 may automatically lose shall be deemed irrevocably to have waived any rights entitlement to pursue such claim; and
(g) notwithstanding any terms or conditions of the Plan to the unvested RSUs granted contrary, in the event of Termination of Employment (whether or not in breach of local labor laws), the Employee's right to him or her 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 termination of employment, as described in the Plan and the Grant Agreement’s last day worked.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp), Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The following provisions supplement Section 14 By accepting this grant of RSUs, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of is earned only by continuing as an employee with the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any one of its Subsidiaries or Affiliates on an ongoing basis except as provided and that being hired and granted RSUs will not result in the Plan. Consequently, RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee understands that is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and Awards granted under the Plan are binding, conclusive and final;
(d) 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;
(e) the grant of RSUs are granted on the assumption is voluntary and condition that the occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the Shares acquired upon vesting past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1h) the Employee is considered voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2k) the Employee is dismissed RSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3l) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerRSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the 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 RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate; or (5) Affiliate and releases the Employee's employment or service terminates for Company, the Employer and any other reason whatsoeverSubsidiary and Affiliate from any such claim; if, except for reasons specified notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth abovePlan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) 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 automatically lose affect the value of the RSUs or any rights amounts due to the unvested Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(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 RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, 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 him 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 17(k). 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 as consent to the electronic delivery of documents or may change the date 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 17(k). The Employee is not required to consent to the Employee's termination electronic delivery of employment, as described in the Plan and the Grant Agreementdocuments.
Appears in 2 contracts
Sources: Grant Agreement (Hewlett Packard Enterprise Co), Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. The following provisions supplement Section 14 By accepting this grant of RSUs, the Grant Agreement: The Employee Grantee acknowledges that he and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or she consents to participation terminated by the Company at any time unless otherwise provided in the Plan or this Agreement;
(b) the grant of RSUs is voluntary and has received a copy 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 Plan. The Employee understands that Company;
(d) the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision Grantee is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided participating voluntarily in the Plan. Consequently;
(e) 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;
(f) this award of RSUs will not be interpreted to form an employment contract or relationship with the Company;
(g) the future value of the Shares is unknown, may increase or decrease from the Employee understands that the RSUs are granted on the assumption Grant Date and condition that the cannot be predicted with certainty; and
(h) 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 the Shares acquired upon vesting shall not become a part diminution in value of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon resulting from termination of the Employee's employment or service Grantee’s directorship by the Company (for any reason whatsoever) and the Grantee irrevocably releases the Company 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 reasons set forth aboveterms of this Agreement, the Employee may automatically lose Grantee shall be deemed irrevocably to have waived any rights entitlement to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreementpursue such claim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The following provisions supplement Section 14 By participating in the Plan, and accepting the grant of the Grant Agreement: The option, the Employee agrees and acknowledges that he or she consents to that:
(a) the Employee’s participation in the Plan and has received a copy is voluntary;
(b) the value of the Plan. The Employee understands that option granted pursuant to this Agreement is an extraordinary item of compensation, which is outside the scope of the Employee’s employment arrangement and the option granted pursuant to this Agreement is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments, except as may be specifically provided for by the applicable plan or agreement;
(c) the future value of the Shares subject to the option granted pursuant to this Agreement is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan;
(d) the option has unilaterally, gratuitously and discretionally decided been granted to grant RSUs under the Plan to individuals who may be employees Employee in the Employee’s status as an employee of the Company and can in no event be understood or its Subsidiaries interpreted to mean that an entity other than the Employee’s employer has an employment relationship with the Employee;
(e) no claim or Affiliates throughout entitlement to compensation or damages arises from the world. The decision is a limited decision that is entered into upon expiration of the express assumption and condition that any grant will not economically term of the option granted pursuant to this Agreement, or otherwise bind diminution in value of the Company option, or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in Shares purchased under the Plan. Consequently, and if the Employee did acquire any such rights, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with is deemed to have irrevocably released the Company from any such claim or entitlement that may arise by accepting the option, to the extent permitted by applicable law; and
(f) the Company does not commit to and has no obligation to structure the terms of or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all aspect of the assumptions be mistaken option granted pursuant to this Agreement in order to reduce or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, eliminate the Employee's termination of service ’s liability for income taxes, social insurance taxes or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreementapplicable taxes.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Lsi Logic Corp), Nonqualified Stock Option Agreement (Lsi Logic Corp)
Acknowledgment and Waiver. The following provisions supplement Section 14 Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of is earned only by continuing employment with the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any one of its Subsidiaries or Affiliates on an ongoing basis except as provided and that being hired and granted RSUs will not result in the Plan. Consequently, RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee understands that is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) 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;
(e) the Plan is operated and the RSUs are granted on solely by the assumption Company and condition that only the Company is a party to the Grant Agreement; accordingly, any rights the Employee may have under this Grant Agreement may be raised only against the Company but not any Subsidiary or Affiliate (including, but not limited to, the Employer);
(f) no Subsidiary or Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to the Employee under this Grant Agreement;
(g) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the Shares acquired upon vesting past;
(h) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(i) the Employee’s participation in the Plan shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1j) the Employee is considered voluntarily participating in the Plan;
(k) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(l) RSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2m) the Employee is dismissed RSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3n) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerRSUs and their resulting benefits are not granted as consideration for, or any other in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate; EXHIBIT 10(z)(z) (o) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(5p) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(q) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or recoupment of any Shares acquired under the Plan resulting from (i) termination of Employee's ’s employment (regardless of the reason for such termination and whether or service terminates for any other reason whatsoever, except for reasons specified not later found to be invalid or in breach of employment laws in the Grant Agreement. Consequently, upon termination jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service for agreement, if any), and/or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the reasons set forth abovegrant of the RSUs to which the Employee is otherwise not entitled, the Employee agrees not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(r) 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 automatically lose affect the value of the RSUs or any rights amounts due to the unvested RSUs granted Employee pursuant to him or her as the settlement of the date RSUs or the subsequent sale of any Shares acquired upon settlement;
(s) 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 RSUs vested up to three years prior to the Employee's ’s termination of employmentemployment or any time thereafter, as described in (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(t) the delivery of any documents related to the Plan and 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 18(k). 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 the Employee’s 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 18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that By accepting this grant would not be made to the Employee but for the assumptions and conditions referred to above; thusof Restricted Stock Units, the Employee acknowledges and freely accepts that should 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 or all time pursuant to the terms of the assumptions 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 Restricted Stock Units, may be mistaken modified, amended, suspended, or should 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 Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or Restricted Stock Units, or benefits in lieu of Shares or Restricted Stock Units, even if Shares or Restricted Stock Units have been granted repeatedly in the past;
(d) the Employee’s participation in the Plan shall not create a right to further employment with the Employer, shall not create an employment agreement between the Employee and the Employer and shall not interfere with the ability of the conditions 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 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) Restricted Stock Units and resulting benefits are an extraordinary item that does not be met 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; and restricted stock units, restricted stock unit grants, and resulting benefits are not part of normal or expected compensation or salary for any reasonpurposes, then 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 Applicable Laws;
(f) in consideration of this grant of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of this grant of Restricted Stock Units or diminution in value of this grant of Restricted Stock Units resulting from Termination of Employment by the RSUs Company or the Employer (for any reason whatsoever 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 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 null and void. The RSUs are a conditional right deemed irrevocably to Shares and can be forfeited have waived any entitlement to pursue such claim; and
(g) notwithstanding any terms or conditions of the Plan to the contrary, in the case of, event of Termination of Employment (whether or affected bynot in breach of local labor laws), the Employee's termination of service or employment. This ’s right to receive benefits under the Plan and this Agreement, if any, will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her 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 Total and Permanent Disability, the Employee’s right to receive benefits under this Agreement after such termination, if any, will be determined as of the Employee's termination of employment, as described in the Plan and the Grant Agreement’s last day worked.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that By accepting this grant would not be made to the Employee but for the assumptions and conditions referred to above; thusof PARSUs, the Employee acknowledges and freely accepts that should agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and, subject to Section 19(d), may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or all this Grant Agreement; (ii) the grant of the assumptions be mistaken PARSUs and related benefits is voluntary and occasional and does not create any contractual or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional other right to receive future grants of Shares and can be forfeited in the case ofor PARSUs, or affected by, the Employee's termination benefits in lieu of service Shares or employment. This will be the case, for examplePARSUs, even if Shares or PARSUs have been granted repeatedly in the past; (1iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company and/or the Committee; (iv) the Employee’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 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 considered to be unfairly dismissed without good causeparticipating voluntarily in the Plan; (2vi) PARSUs and their resulting or related benefits are an extraordinary item that is outside the scope of the Employee’s employment contract, if any; (vii) PARSUs and their resulting benefits are not intended to replace any pension rights or compensation; (viii) PARSUs and resulting or related 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; (ix) in the event that the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract not an employee of the Company, this Grant Agreement will not be interpreted to form an employment contract or relationship with the EmployerCompany, and furthermore, this Grant Agreement will not be interpreted to form an employment contract with the Employer or any other Subsidiary or AffiliateAffiliate of the Company; or (5x) the Employee's employment future value of the underlying Shares is unknown and cannot be predicted with certainty; (xi) no claim or service terminates for any other reason whatsoever, except for reasons specified entitlement to compensation or damages shall arise from termination of this grant of PARSUs and related benefits or diminution in the Grant Agreement. Consequently, upon value of this grant of PARSUs or related benefits resulting from termination of the Employee's ’s employment by the Company or service the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the reasons set forth aboveEmployee 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 Grant Agreement, the Employee may automatically lose shall be deemed irrevocably to have waived any rights entitlement to pursue such claim; (xii) notwithstanding any terms or conditions of the Plan to the unvested RSUs granted to him or her as contrary, in the event of the date 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 Grant Agreement after termination of employment, as described in if any, will be measured by the Plan date of termination of the 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); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this Grant Agreement; (xiv) 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; and (xv) 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 and to the extent permitted under applicable law, (a) recover from the Employee the proceeds from PARSUs and dividend equivalents vested up to three years prior to the Employee’s termination of employment or any time thereafter, (b) cancel the Employee’s outstanding Grant Agreements, and (c) take any other action required or permitted by applicable law.
Appears in 1 contract
Sources: Grant Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The following provisions supplement Section 14 Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of is earned only by continuing employment with the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any one of its Subsidiaries or Affiliates on an ongoing basis except as provided and that being hired and granted RSUs will not result in the Plan. Consequently, RSUs vesting; Retention Grant Agreement effective for grants on and after July 2019
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee understands that is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are granted on binding, conclusive and final;
(d) the assumption Plan is established voluntarily by the Company, it is discretionary in nature and condition that may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the Shares acquired upon vesting past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1h) the Employee is considered voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2k) the Employee is dismissed RSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3l) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerRSUs and their resulting benefits are not granted as consideration for, or any other in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate; ;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(5n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee's ’s employment (regardless of the reason for such termination and whether or service terminates for any other reason whatsoever, except for reasons specified not later found to be invalid or in breach of employment laws in the Grant Agreement. Consequently, upon termination jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service for any agreement, if any), and in consideration of the reasons set forth abovegrant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) 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 automatically lose affect the value of the RSUs or any rights amounts due to the unvested Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(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 RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, 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 him the Company’s stockholders, may be made by electronic Retention Grant Agreement effective for grants on and after July 2019 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 17(k). 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 as consent to the electronic delivery of documents or may change the date 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 17(k). The Employee is not required to consent to the Employee's termination electronic delivery of employment, as described in the Plan and the Grant Agreementdocuments.
Appears in 1 contract
Sources: Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 By accepting this grant of RSUs, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8, 9 and 10, the vesting of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of is earned only by continuing as an employee with the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any one of its Subsidiaries or Affiliates on an ongoing basis except as provided and that being hired and granted RSUs will not result in the Plan. Consequently, RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee understands that is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and Awards granted under the Plan are binding, conclusive and final;
(d) 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;
(e) the grant of RSUs are granted on the assumption is voluntary and condition that the occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the Shares acquired upon vesting past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not become create a part of any right to further employment contract (either with the Company or any of its Subsidiaries or Affiliates) Employer and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, interfere with the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all ability of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right Employer to Shares and can be forfeited in the case of, or affected by, terminate the Employee's termination ’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of service or employment. This will be the case, for example, even if either party;
(1h) the Employee is considered voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to be unfairly dismissed without good cause; replace any pension rights or compensation;
(2k) the Employee is dismissed RSUs and their resulting benefits are not part of normal or expected compensation or salary for disciplinary any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or objective reasons retirement or due to a collective dismissal; welfare benefits or similar payments;
(3l) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of unless otherwise agreed by the Company, the EmployerRSUs and their resulting benefits are not granted as consideration for, or any other in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate; ;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(5n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee's ’s employment (regardless of the reason for such termination and whether or service terminates for any other reason whatsoever, except for reasons specified not later found to be invalid or in breach of employment laws in the Grant Agreement. Consequently, upon termination 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 RSUs to not institute any claim against the Company, the Employer or any other Subsidiary or Affiliate;
(p) 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 reasons set forth aboveRSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in Detrimental Activities, or conduct 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 RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, 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 18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may automatically lose any rights revoke his or her consent to the unvested RSUs granted electronic delivery of documents or may change the electronic mail address to him 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 her as revised electronic mail address in accordance with Section 18(k). The Employee is not required to consent to the electronic delivery of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreementdocuments.
Appears in 1 contract