Common use of Nature of Grant Clause in Contracts

Nature of Grant. In accepting the grant, you acknowledge, understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Appears in 13 contracts

Samples: Fitness Plan Restricted Stock Unit Award Agreement (NCR Corp), Restricted Stock Unit Award Agreement (NCR Corp), Restricted Stock Unit Award Agreement (NCR Corp)

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Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the grantRSUs, you acknowledgethe Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of Common Stock subject to the Stock Units are RSUs shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Employer or expected compensation the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; (c) thus, the future value Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination RSUs shall be null and void. Further, the vesting of Employment (the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, whether the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or not later found employment. This will be the case, for example, even if the Participant: (a) is considered to be invalid unfairly dismissed without good cause; (b) is dismissed for disciplinary or in objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) is terminated from service or employment for purposes any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the Stock Unitsabove reasons, your employment or service relationship the Participant will be considered terminated as of automatically lose any rights to the RSUs that were unvested on the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.termination. Notifications

Appears in 13 contracts

Samples: 2007 Stock Incentive Plan (Cardtronics PLC), 2007 Stock Incentive Plan (Cardtronics PLC), 2007 Stock Incentive Plan (Cardtronics PLC)

Nature of Grant. In The following provision supplements the "Nature of Award" section of the Agreement: By accepting the grantaward, you acknowledgethe International Participant consents to participation in the Plan and acknowledges that the International Participant has received a copy of the Plan document. The International Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) in its sole discretion decided to grant the Stock Units Equity Award under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the Shares of Common Stock subject to express assumption and condition that any equity award granted will not economically or otherwise bind the Stock Units are Company or any subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the International Participant understands that the Equity Award is given on the assumption and condition that the Equity Award shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become part of normal any employment contract (whether with the Company or expected compensation any subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the International Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the Equity Award, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of unpredictable. The International Participant also understands that the grant of Stock Units to which you are otherwise the Equity Award would not entitledbe made but for the assumptions and conditions set forth hereinabove; thus, you irrevocably agree never to institute the International Participant understands, acknowledges and freely accepts that, should any claim against NCR, or all of the assumptions be mistaken or any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, the Equity Award and any rights to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court underlying shares of competent jurisdiction, then, by participating in the Plan, you Common Stock shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any void. Further, the International Participant understands and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Unitsagrees that, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement for by the Company or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided set forth in the Plan or by the Company in its discretionAgreement, the any unvested Equity Award and the benefits evidenced by this Agreement do not create any will be cancelled without entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlementunderlying the Equity Award if the International Participant’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The International Participant also understands that the grant of the Equity Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the International Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Equity Award shall be null and void.

Appears in 8 contracts

Samples: Award Agreement (Xerox Corp), Performance Incentive Plan (Xerox Corp), Award Agreement (Xerox Corp)

Nature of Grant. This provision supplements the "Nature of Grant" provision of the Appendix: In accepting the grantAward, you acknowledgethe Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, understand and agree that: (a) as a condition of the Stock Units and grant of the Shares Award, if the Participant's employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of Common Stock subject the Award shall be forfeited without entitlement to the underlying Stock Units are or to any amount as indemnification in the event of a termination, including, but not intended limited to: resignation, disciplinary dismissal adjudged to replace be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any pension rights Award will not economically or compensation; (b) otherwise bind the Stock Units Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Shares of Common Stock subject to the Stock Units and the income and value of same, are Award shall not become part of normal any employment or expected compensation service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of unpredictable. The Participant also understands that the grant of Stock Units to which you are otherwise the Award would not entitledbe made but for the assumptions and conditions set forth hereinabove; thus, you irrevocably agree never to institute the Participant understands, acknowledges and freely accepts that, should any claim against NCR, or all of the assumptions be mistaken or any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period the grant of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and any right to the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares underlying shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Stock shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 8 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. In accepting the grantPerformance Share Units, you acknowledge, understand and agree Participant acknowledges that: (a) the Stock grant of the Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Units, or benefits in lieu of Performance Share Units even if Performance Share Units have been granted repeatedly in the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationpast; (b) all decisions with respect to future awards of Performance Share Units, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposeCompany; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) in consideration of the award of Performance Share Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Performance Share Units or any diminution in value of the Performance Share Units or Shares received when the Performance Share Units are earned resulting from your Termination the Participant’s termination of Employment employment by the Company or any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylaws), and in consideration of Participant irrevocably releases the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or Company and/or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimthat may arise; (e) for purposes in the event of the Stock Units, your involuntary termination of Participant’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local employment laws in the jurisdiction where you are employed or the terms of your employment agreementlaws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Participant’s right to vest in the Stock receive Performance Share Units and vesting under the Plan, if any, will terminate effective as of such the date that Participant is no longer actively employed and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in local law or contract, and the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the Performance Share Units; (f) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred toPlan, or assumed by, another company nor to be exchanged, cashed out Participant’s acquisition or substituted for, in connection with any corporate transaction affecting the Shares sale of the Companyunderlying Shares; and (g) neither NCRParticipant is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Employer nor Plan before taking any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Appears in 7 contracts

Samples: Share Unit Agreement (Red Hat Inc), Share Unit Agreement (Red Hat Inc), Share Unit Agreement (Red Hat Inc)

Nature of Grant. In accepting the grantRestricted Stock Units, you acknowledge, understand and agree Participant acknowledges that: (a) the grant of the Restricted Stock Units is voluntary and the Shares occasional and does not create any contractual or other right to receive future grants of Common Restricted Stock subject to the Units, or benefits in lieu of Restricted Stock Units are not intended to replace any pension rights or compensationeven if Restricted Stock Units have been granted repeatedly in the past; (b) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposeCompany; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units are earned resulting from your Termination the Participant’s termination of Employment employment by the Company or any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylaws), and in consideration of Participant irrevocably releases the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or Company and/or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimthat may arise; (e) for purposes in the event of the Stock Units, your involuntary termination of Participant’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local employment laws in the jurisdiction where you are employed or the terms of your employment agreementlaws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Participant’s right to vest in the receive Restricted Stock Units and vesting under the Plan, if any, will terminate effective as of such the date that Participant is no longer actively employed and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in local law or contract, and the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the Restricted Stock Units; (f) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred toPlan, or assumed by, another company nor to be exchanged, cashed out Participant’s acquisition or substituted for, in connection with any corporate transaction affecting the Shares sale of the Companyunderlying Shares; and (g) neither NCRParticipant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Employer nor Plan before taking any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Appears in 6 contracts

Samples: Restricted Stock Unit Agreement (Casella Waste Systems Inc), Restricted Stock Unit Agreement (Casella Waste Systems Inc), Restricted Stock Unit Agreement (Casella Waste Systems Inc)

Nature of Grant. This provision supplements the “Nature of Grant” provision of the Appendix: In accepting the grantAward, you acknowledgethe Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, understand and agree that: (a) as a condition of the Stock Units and grant of the Shares Award, if the Participant’s employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of Common Stock subject the Award shall be forfeited without entitlement to the underlying Stock Units are or to any amount as indemnification in the event of a termination, including, but not intended limited to: resignation, disciplinary dismissal adjudged to replace be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any pension rights Award will not economically or compensation; (b) otherwise bind the Stock Units Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Shares of Common Stock subject to the Stock Units and the income and value of same, are Award shall not become part of normal any employment or expected compensation service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of unpredictable. The Participant also understands that the grant of Stock Units to which you are otherwise the Award would not entitledbe made but for the assumptions and conditions set forth hereinabove; thus, you irrevocably agree never to institute the Participant understands, acknowledges and freely accepts that, should any claim against NCR, or all of the assumptions be mistaken or any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period the grant of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and any right to the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares underlying shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Stock shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 5 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Exhibit B: In accepting the grantthis Award, you acknowledge, consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand and agree that: (a) , as a condition of this Award, except as provided for in the Stock Units and Award Agreement, the Shares termination of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation your Service for any purpose; reason (cincluding for the reasons listed below) will automatically result in the future value loss of this Award that has not vested on the underlying Shares date of Common Stock termination. You understand and agree that, unless otherwise provided in the Award Agreement, the vesting and settlement of this Award is unknown, indeterminable and cannot be predicted with certainty; (d) no claim expressly conditioned on your continuous Service such that if your employment or entitlement to compensation or damages shall arise from forfeiture rendering of the Stock Units resulting from your Termination of Employment (Service terminates for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship this Award will be considered terminated cease vesting immediately effective as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or for any reason including, but not later found limited to: disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and unless under Article 10.3 of Royal Decree 1382/1985. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant this Award under the Plan to individuals who may be employees of the Company or any Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise expressly provided in this Agreement bind the Company or determined by NCR, your right its Affiliates on an ongoing basis other than to vest the extent set forth in the Stock Units under Award Agreement. Consequently, you understand that this Award is granted on the Plan, if any, will terminate as of such date assumption and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the condition that this Award and the benefits evidenced by this Agreement do Shares issued upon settlement shall not create become a part of any entitlement to have the Award employment or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection service contract (either with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor or any Subsidiary other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or Affiliate any other right whatsoever. In addition, you understand that the grant of this Award would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Award shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 5 contracts

Samples: Additional Matching Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.), Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.), Restricted Stock Unit Award Agreement (Restaurant Brands International Inc.)

Nature of Grant. This provision supplements the “Nature of Grant” provision of the Appendix: In accepting the grantAward, you acknowledgethe Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, understand and agree that: (a) as a condition of the Stock Units and grant of the Shares Award, if the Participant’s employment terminates, unless otherwise provided in the Agreement or by the Company, any unvested portion of Common Stock subject the Award shall be forfeited without entitlement to the Stock Units are underlying cash or Stock, if any, or to any amount as indemnification in the event of a termination, including, but not intended limited to: resignation, disciplinary dismissal adjudged to replace be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Award to individuals who may be employees of the Company or an Affiliate. The decision is limited and entered into based upon the express assumption and condition that any pension rights Award will not economically or compensation; (b) otherwise bind the Stock Units Company or any Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Shares of Common Stock subject to the Stock Units and the income and value of same, are Award shall not become part of normal any employment or expected compensation service agreement (whether with the Company or any Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of the Award, which is gratuitous and discretionary, since the future value of the Award and the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your abilityStock, if any, to bring any such claim, is unknown and release NCR, its Subsidiaries and Affiliates, and unpredictable. The Participant also understands that the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes grant of the Stock UnitsAward would not be made but for the assumptions and conditions set forth hereinabove; thus, your employment the Participant understands, acknowledges and freely accepts that, should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless any of the reason conditions not be met for such termination any reason, the grant of the Award and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your any right to vest in the Stock Units under the Planunderlying shares of Stock, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 5 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Loyalty Ventures Inc.)

Nature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ: In accepting the grantAward, you acknowledgeParticipant consents to participate in the Plan and acknowledges that Participant has received a copy of the Plan. Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant performance share awards under the Stock Units Plan to individuals who may be employees of the Company or an Affiliate 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 an Affiliate. Consequently, Participant understands that the Award is granted on the assumption and condition that the Award and any Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, issued are not part of normal any employment contract (either with the Company or expected compensation any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. Further, Participant understands that Participant will not be entitled to continue vesting in the Award after termination of Participant’s service. In addition, Participant understands that the Award would not be granted to Participant but for the assumptions and conditions referred to herein; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination Award and any right to the Award shall be null and void. Further, the vesting of Employment (the Award is expressly conditioned on Participant’s continued service, such that upon termination of Participant’s service for any reason whatsoever, whether or not later found to be invalid the Award may cease vesting immediately, in whole or in breach part, effective on the date of employment laws in termination of Participant’s service (as determined by the jurisdiction where you are employed or the terms of your employment agreement, if anyAgreement), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship . This will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementcase, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period even if (1) Participant is dismissed for disciplinary or objective reasons; or (2) Participant’s termination of service would is due to a unilateral breach of contract by the Company or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participant may automatically lose any rights to the Award to the extent not include any contractual notice period or any period vested on the date of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms Participant’s termination of your employment agreementservice, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided as described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Agreement. SWITZERLAND

Appears in 4 contracts

Samples: Performance Share Award Agreement (Genpact LTD), Performance Share Award Agreement (Genpact LTD), Restricted Share Unit Issuance Agreement (Genpact LTD)

Nature of Grant. In accepting the grantAward, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units are not intended to replace any pension rights or compensationextent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future awards, or benefits in lieu of awards, even if awards have been granted in the past; c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; d) the Participant’s participation in the Plan is voluntary; e) the Award and any Stock Units and the Shares of Common Stock subject underlying or acquired pursuant to the Stock Units Award, and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (cf) the future value of the Stock underlying Shares of Common Stock the Award is unknown, indeterminable and cannot be predicted with certainty; (dg) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Affiliate; h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units any portion of this Award resulting from your Termination termination of Employment the Participant’s employment relationship (for any reason whatsoever, whatsoever and regardless of whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.;

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp), Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. In accepting the grant, you acknowledge, understand The Participant acknowledges and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Company at any pension rights or compensationtime; (b) the Stock grant of Performance Share Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares Units, or benefits in lieu of Performance Shares Units, even if Performance Shares Units have been granted repeatedly in the past; (c) all decisions with respect to future Performance Shares Unit grants, if any, will be at the sole discretion of Common Stock subject to the Stock Company; (d) participation in the Plan is voluntary; (e) the Performance Shares Units and the income and value of same, are not a part of normal or expected compensation or salary for any purposepurposes, 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; (cf) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; and (dg) in consideration of the grant of Performance Shares Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Performance Shares Units or diminution in value of the Performance Shares Units or shares received upon vesting including (without limitation) any claim or entitlement resulting from your Termination termination of Employment the Participant’s Continuous Service by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where you are employed or Participant hereby releases the terms of your employment agreement, if any), Company and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Participant shall be deemed irrevocably to have agreed not waived the Participant’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Appears in 4 contracts

Samples: Performance Share Unit Agreement (Priceline Com Inc), Performance Share Unit Agreement (Priceline Com Inc), Performance Share Unit Agreement (Priceline Com Inc)

Nature of Grant. In The following provision supplements Section 10 of the Award Agreement (Nature of Grant): By accepting the grantAward, you acknowledgeconsent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that: (a) , unless otherwise expressly provided for by the Stock Company or set forth in the Agreement, the Units and the Shares will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares a “despido improcedente”), material modification of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) has terminated for purposes of the Stock Units. In addition, your employment you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Units shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 4 contracts

Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)

Nature of Grant. This provision supplements the Acknowledgment of Nature of Award section of the Award Agreement including this Appendix A: In accepting the grantthis Option, you acknowledge, consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise this Option, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not entitledvested on the date of termination. In particular, you irrevocably understand and agree never that any unvested Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to institute the underlying Shares or to any claim against NCRamount as indemnification in the event of a termination by reason of, any including, but not limited to: resignation, Retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of its Subsidiaries or Affiliates or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, waive your abilityand under Article 10.3 of Royal Decree 1382/1985. Furthermore, if anyyou understand that the Company has unilaterally, gratuitously and discretionally decided to bring grant options under the Plan to individuals who may be employees of the Company or any such claimAffiliate. 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 its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that this Option is granted on the assumption and release NCR, its Subsidiaries and Affiliates, condition that this Option and the Employer from Shares issued upon exercise shall not become a part of any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer Service contract (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection either with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor or any Subsidiary other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or Affiliate any other right whatsoever. In addition, you understand that the grant of this Option would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Option shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 4 contracts

Samples: Option Award Agreement (Burger King Worldwide, Inc.), Option Award Agreement (Burger King Worldwide, Inc.), Matching Option Award Agreement (Burger King Worldwide, Inc.)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any RSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the RSU does not create any contractual or other right to receive future grants of RSUs, benefits in lieu of RSUs, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameRSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the RSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units RSUs, the amount realized upon settlement of the RSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the RSUs, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of RSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such RSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company Executive's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such RSU.

Appears in 4 contracts

Samples: Restricted Stock Unit Agreement (W.W. Grainger, Inc.), Restricted Stock Unit Agreement (Grainger W W Inc), Restricted Stock Unit Agreement (W.W. Grainger, Inc.)

Nature of Grant. In accepting the grant, you acknowledge, understand The Participant acknowledges and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Company at any pension rights or compensationtime; (b) the Stock Units grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the Shares past; (c) all decisions with respect to future RSU grants, if any, will be at the sole discretion of Common Stock subject to the Stock Units and Company; (d) participation in the income and value of same, Plan is voluntary; (e) the RSUs are not a part of normal or expected compensation or salary for any purposepurposes, 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; (cf) the future value of the underlying Shares of Common Stock shares is unknown, indeterminable unknown and cannot be predicted with certainty; and (dg) in consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units RSUs or diminution in value of the RSUs or shares received upon vesting including (without limitation) any claim or entitlement resulting from your Termination termination of Employment the Participant’s active employment by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where you are employed or Participant hereby releases the terms of your employment agreement, if any), Company and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Participant shall be deemed irrevocably to have agreed not waived the Participant’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Appears in 3 contracts

Samples: Restricted Stock Unit Agreement (Priceline Com Inc), Restricted Stock Unit Agreement (Priceline Com Inc), Restricted Stock Unit Agreement (Priceline Com Inc)

Nature of Grant. In accepting the grantRSU Award, you acknowledge, understand and agree the Grantee acknowledges that: (a1) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (2) the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan, or benefits in lieu of Awards under the Plan, even if Awards under the Plan have been granted repeatedly in the past; (3) all decisions with respect to future Awards, if any, will be at the sole discretion of the Company; (4) the Grantee’s participation in the Plan shall not create a right to further employment with the Grantee’s employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate the Grantee’s employment relationship at any time, for any or no reason to the extent permitted under applicable law; (5) the Grantee is voluntarily participating in the Plan; (6) the RSU Award and the Shares shares of Common Stock subject to the RSU Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any of its Subsidiaries, including the Employer, and are outside the scope of the Grantee’s employment contract, if any; (7) the RSU Award, the shares of Stock Units subject to the RSU Award and the income and value of same are not intended to replace any pension rights or compensation; (b) 8) the Stock Units and RSU Award, the Shares shares of Common Stock subject to the Stock Units RSU Award and the income and value of same, same are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate of the Company; (c9) the RSU Award and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (10) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d11) in consideration of the grant of the RSU Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSU Award resulting from your Termination termination of Employment (the Grantee’s employment with the Company or any of its Subsidiaries, including the Employer, for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment local labor laws in the jurisdiction where you are employed (or the terms of your employment agreement, if anylater found invalid), and in consideration of the grant of Stock Units to which you are otherwise not entitledGrantee irrevocably releases the Company and its Subsidiaries, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or including the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, you Grantee shall be deemed irrevocably to have agreed not waived the Grantee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e12) for purposes in the event of termination of the Stock Units, your Grantee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in local labor laws), the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Grantee’s right to vest in the Stock Units RSU Award under the Plan, if any, will terminate effective as of such the date that the Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services employed for purposes of your the RSU Award (including whether you may still the Grantee shall be considered to be providing services actively employed while on a leave of absence); (f13) unless the RSU Award and the benefits under the Plan, if any, do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the RSU Award or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the CompanyStock; and (g14) neither NCR, the Employer Company nor any Subsidiary or Affiliate of its Affiliates shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar U.S. dollar that may affect the value of the Stock Units RSU Award or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSU Award or the subsequent sale of any Shares shares of Common Stock acquired upon settlementsettlement of the RSU Award.

Appears in 3 contracts

Samples: Award Agreement (Wyndham Hotels & Resorts, Inc.), Award Agreement (Wyndham Destinations, Inc.), Award Agreement (Wyndham Destinations, Inc.)

Nature of Grant. The following section supplements Section 20 of the Agreement: In accepting the grantgrant of the RSUs, you acknowledgethe Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, understand in its sole discretion, has unilaterally and agree that: (a) gratuitously decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Company or a Subsidiary or Affiliate 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 Subsidiary or Affiliate over and above the specific terms provided in the Plan and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the Shares shares of Common Stock subject issued upon settlement shall not become a part of any employment contract (either with the Company or any Subsidiary of Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs will be cancelled without entitlement to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares shares of Common Stock if the Participant ceases to be a Participant for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units and the income and value a “despido improcedente”), material modification of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statute, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statute, any or under Article 10.3 of Royal Decree 1382/1985. The Company, in its Subsidiaries or Affiliates or sole discretion, shall determine the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and date when the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by Participant’s status as a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) Participant has terminated for purposes of the Stock UnitsRSUs. In addition, your employment the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate RSUs shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 3 contracts

Samples: Restricted Stock Unit Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any Options granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the Option does not create any contractual or other right to receive future grants of Options, benefits in lieu of Options, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameOptions, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the Option granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units Option, the amount realized upon settlement of the Option or the amount realized upon a subsequent sale of any Shares acquired upon exercise of the Option, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any Option to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such Option which, in the Plan or by Committee's determination, arise from factors beyond the Company Executive's control; provided, however, that the Committee's authority with respect to any Option to a "covered employee," as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such Option.

Appears in 3 contracts

Samples: Stock Option Agreement (Grainger W W Inc), Stock Option Agreement (Grainger W W Inc), Stock Option Agreement (Grainger W W Inc)

Nature of Grant. The following provision supplements Section 10 of the Award Agreement (Nature of Grant): In accepting the grantAward, you acknowledgeconsent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that: (a) , unless otherwise expressly provided for by the Stock Company or set forth in the Agreement, the Units and the Shares will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares a “despido improcedente”), material modification of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) has terminated for purposes of the Stock Units. In addition, your employment you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Units shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.), Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)

Nature of Grant. In accepting the grant, you acknowledge, understand and agree Optionee acknowledges that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Stock Units Option Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the Shares past; (iii) all decisions with respect to future option grants, if any, will be at the sole discretion of Common Stock subject the Company; (iv) Optionee’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 Optionee’s employment relationship at any time with or without cause; (v) Optionee is voluntarily participating in the Plan; (vi) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Stock Units are not intended to replace any pension rights Company or compensationthe Employer, and which is outside the scope of Optionee’s employment contract, if any; (bvii) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are Option is not part of normal or expected compensation or salary for any purposepurposes, 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; (cviii) in the event that Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliate of the Company; (ix) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dx) if the underlying Shares do not increase in value, the Option will have no value; (xi) if Optionee exercises his or her Option(s) and acquires Shares, the value of those Shares acquired may increase or decrease in value, even below the Exercise Price; (xii) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from your Termination termination of Employment Optionee’s employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Optionee irrevocably releases the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing the PlanNotice of Grant, you Optionee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (exiii) for purposes notwithstanding any terms or conditions of the Stock UnitsPlan to the contrary, your in the event of involuntary termination of Optionee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementlocal labor laws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Optionee’s right to receive options and vest in the Stock Units options under the Plan, if any, will terminate effective as of such the date that Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where you are employed event of involuntary termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise the terms Option after termination of your employment agreementemployment, if any), will be measured by the date of termination of his or her active employment and will not be extended by any notice period mandated under local law; the Committee Company shall have the exclusive discretion to determine when you are Optionee is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan his or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementher Option grant.

Appears in 3 contracts

Samples: Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc), Stock Option Agreement (Tibco Software Inc)

Nature of Grant. The following section supplements Section 20 of the Agreement: In accepting the grantgrant of the RSUs, you acknowledgethe Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, understand in its sole discretion, has unilaterally and agree that: (a) gratuitously decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Company or a Subsidiary or Affiliate 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 Subsidiary or Affiliate over and above the specific terms provided in the Plan and Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the Shares shares of Common Stock subject issued upon settlement shall not become a part of any employment contract (either with the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs will be cancelled without entitlement to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares shares of Common Stock if the Participant ceases to be a Participant for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units and the income and value a “despido improcedente”), material modification of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statute, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statute, any or under Article 10.3 of Royal Decree 1382/1985. The Company, in its Subsidiaries or Affiliates or sole discretion, shall determine the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and date when the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by Participant’s status as a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) Participant has terminated for purposes of the Stock UnitsRSUs. In addition, your employment the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate RSUs shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 3 contracts

Samples: Restricted Stock Unit Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp), Grant Agreement (Sabre Corp)

Nature of Grant. In The following provision supplements the "Nature of Award" section of the Agreement: By accepting the grantaward, you acknowledgethe International Participant consents to participation in the Plan and acknowledges that the International Participant has received a copy of the Plan document. The International Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) in its sole discretion decided to grant the Stock Units Equity Award under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the Shares of Common Stock subject to express assumption and condition that any equity award granted will not economically or otherwise bind the Stock Units are Company or any subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the International Participant understands that the Equity Award is given on the assumption and condition that the Equity Award shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become part of normal any employment contract (whether with the Company or expected compensation any subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the International Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the Equity Award, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of unpredictable. The International Participant also understands that the grant of Stock Units to which you are otherwise the Equity Award would not entitledbe made but for the assumptions and conditions set forth hereinabove; thus, you irrevocably agree never to institute the International Participant understands, acknowledges and freely accepts that, should any claim against NCR, or all of the assumptions be mistaken or any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, the Equity Award and any rights to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court underlying shares of competent jurisdiction, then, by participating in the Plan, you Common Stock shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any void. Further, the International Participant understands and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Unitsagrees that, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement for by the Company or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided set forth in the Plan or by the Company in its discretionAgreement, the any unvested Equity Award and the benefits evidenced by this Agreement do not create any will be cancelled without entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.underlying the Equity Award if the International Participant’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The International Participant also understands that the grant of the Equity Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the International Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Equity Award shall be null and void. ____________

Appears in 3 contracts

Samples: Award Agreement (Xerox Corp), Award Agreement (Xerox Corp), Xsip Performance Stock Unit Award Agreement (Xerox Corp)

Nature of Grant. In accepting the grantgrant of RSUs, you acknowledge, understand and agree acknowledge that: (a) the Stock Units Plan is established voluntarily by BWXT, is discretionary in nature and may be modified, amended, suspended or terminated by BWXT at any time; • the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; • all decisions with respect to future RSUs grants, if any, will be at the sole discretion of BWXT; • you are voluntarily participating in the Plan; • the RSUs and the Shares of Common Stock subject to the Stock Units RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to BWXT or the Employer, and which is outside the scope of your employment contract, if any; • the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (b) the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for BWXT, the Employer, or any Subsidiary; (c) • the RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with BWXT or any Subsidiary; • the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) • in consideration of the grant of the RSUs, and except to the minimum extent prohibited by the provincial minimum standards legislation as may be applicable to you, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from termination of your Termination of Employment service with BWXT or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), ) and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, BWXT and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waive any entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock UnitsAgreement, the date of occurrence of your termination of employment by BWXT or service relationship will be considered terminated a Subsidiary is the later of: (a) the date that you actually cease to perform services for BWXT or a Subsidiary, as recorded by BWXT or its Subsidiary, as applicable; and (b) the last day of the date period during which you are entitled to notice of termination under applicable minimum employment standards legislation (the “Termination Date”). For greater certainty, the Termination Date shall be determined without reference to any statutory severance or any contractual or common law notice of termination of which you are in receipt or may be eligible to receive at common law, pursuant to a contract, or otherwise; and no longer actively providing services grants or damages in lieu thereof are payable with respect to NCR any applicable statutory severance period or contractual or common law notice period. Notwithstanding the Employer (foregoing, in no event will you receive less under the Agreement than that required by applicable minimum employment standards legislation. BWXT and its Subsidiaries reserve the right to terminate the employment of any person, regardless of the reason for effect of such termination and whether or not later found to be invalid or in breach of employment laws in on entitlements under the jurisdiction where you are employed Agreement. You hereby waive, and irrevocably release BWXT and its Subsidiaries from, any claim or entitlement to compensation or damages that may arise from any forfeiture of the terms RSUs as a result of your employment agreementthe cessation of vesting on the Termination Date; notwithstanding the foregoing, if any) and unless otherwise expressly provided your service terminates due to certain termination events as described in this Agreement or determined by NCRAgreement, your right to vest in the Stock Units RSUs will be fully vested; and • the RSUs and the benefits under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws automatically transfer to another company in the jurisdiction where you are employed case of a merger, take-over or the terms transfer of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementliability.

Appears in 2 contracts

Samples: 2022 Restricted Stock Units (BWX Technologies, Inc.), Restricted Stock Units (BWX Technologies, Inc.)

Nature of Grant. This provision supplements the Nature of Grant section above: In accepting the grantRSUs, you acknowledgethe Participant acknowledges that he or she has received a copy of the Plan, understand has reviewed and agree understands the Plan and agrees to participation in the Plan. The Participant further understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to employees of the Company or any Subsidiary or Affiliate throughout the world. The decision to grant the RSUs is a limited decision that is entered into upon the express assumption and condition that any RSU grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate on an ongoing basis other than as set forth in this Agreement. Consequently, the Participant understands that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Participant understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the RSUs and the underlying Shares is unknown and unpredictable. Additionally, the Participant understands that the vesting of the RSUs is conditioned on the Participant’s continued and active rendering of service to the Employer such that: , except as specifically provided in Section 2 of the Agreement, if the Participant’s employment terminates for any reason whatsoever, the Participant’s RSUs will cease vesting immediately effective as of the date of termination of his or her employment. This will be the case, for example, even if (a) the Stock Units and the Shares of Common Stock Participant is considered to be unfairly dismissed without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensationa “despido improcedente”); (b) the Stock Units and the Shares of Common Stock subject Participant is dismissed for disciplinary or objective reasons or due to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposea collective dismissal; (c) the future value Participant terminates service due to a change of the underlying Shares of Common Stock is unknownwork location, indeterminable and cannot be predicted with certaintyduties or any other employment or contractual condition; (d) no claim the Participant terminates service due to the Company’s or entitlement to compensation any Subsidiary’s or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) the Participant’s employment terminates for purposes any other reason whatsoever. Consequently, upon termination of employment for any of the Stock Unitsabove reasons, your employment or service relationship the Participant will be considered terminated as automatically lose any rights to RSUs granted that were unvested on the date of termination of the date you are no longer actively providing services Participant’s employment, as described in the Agreement. Finally, the Participant understands that this grant would not be made to NCR him or her but for the Employer (regardless assumptions and conditions referred to herein; thus, the Participant acknowledges and freely accepts that should any or all of the reason for such termination and whether assumptions be mistaken or not later found to be invalid or in breach should any of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period then any grant of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate RSUs shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. SWEDEN

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Idexx Laboratories Inc /De), Restricted Stock Unit Agreement (Idexx Laboratories Inc /De)

Nature of Grant. This provision supplements the Nature of Grant section above: In accepting the grantOption, you acknowledgethe Optionee acknowledges that he or she has received a copy of the Plan, understand has reviewed and agree understands the Plan and agrees to participation in the Plan. The Optionee further understands that the Company has unilaterally, gratuitously and discretionally decided to grant Options under the Plan to employees of the Company or any Subsidiary or Affiliate throughout the world. The decision to grant the Options is a limited decision that is entered into upon the express assumption and condition that any Option grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate on an ongoing basis other than as set forth in this Agreement. Consequently, the Optionee understands that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Optionee understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Option and the underlying Shares is unknown and unpredictable. Additionally, the Optionee understands that the vesting and exercisability of the Option is expressly conditioned on the Optionee’s continued and active rendering of service to the Employer such that: , except as specifically provided in Section 2 of the Agreement, if the Optionee’s employment terminates for any reason whatsoever, the Optionee’s Option will cease vesting immediately effective as of the date of termination of his or her employment and any post-termination exercisability period will be measured from such date. This will be the case, for example, even if (a) the Stock Units and the Shares of Common Stock Optionee is considered to be unfairly dismissed without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensationa “despido improcedente”); (b) the Stock Units and the Shares of Common Stock subject Optionee is dismissed for disciplinary or objective reasons or due to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposea collective dismissal; (c) the future value Optionee terminates service due to a change of the underlying Shares of Common Stock is unknownwork location, indeterminable and cannot be predicted with certaintyduties or any other employment or contractual condition; (d) no claim the Optionee terminates service due to the Company’s or entitlement to compensation any Subsidiary’s or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) the Optionee’s employment terminates for purposes any other reason whatsoever. Consequently, upon termination of employment for any of the Stock Unitsabove reasons, your employment or service relationship the Optionee will be considered terminated as automatically lose any rights to Options granted that were unvested on the date of termination of the date you are no longer actively providing services Optionee’s employment, as described in the Agreement. Finally, the Optionee understands that this grant would not be made to NCR him or her but for the Employer (regardless assumptions and conditions referred to herein; thus, the Optionee acknowledges and freely accepts that should any or all of the reason for such termination and whether assumptions be mistaken or not later found to be invalid or in breach should any of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period then any grant of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Options shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. SWITZERLAND

Appears in 2 contracts

Samples: Employee Stock Option Agreement (Idexx Laboratories Inc /De), Ceo Stock Option Agreement (Idexx Laboratories Inc /De)

Nature of Grant. The following provision supplements paragraph 13 of the Agreement: In accepting the grantDeferred Stock Units, you acknowledgethe Employee consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Employee understands and agrees that, understand as a condition of the grant of the Deferred Stock Units, except as provided for in paragraph 2 of the Agreement, the termination of the Employee’s employment for any reason (including for the reasons listed below) will automatically result in the loss of the Deferred Stock Units that may have been granted to the Employee and agree thatthat have not vested on the date of termination. In particular, the Employee understands and agrees that any unvested Deferred Stock Units as of Employee’s termination date will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (a) i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Furthermore, the Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Deferred Stock Units under the Plan to individuals who may be employees of the Mondelēz Group. 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 Mondelēz Group on an ongoing basis other than to the extent set forth in the Agreement. Consequently, the Employee understands that the Deferred Stock Units are granted on the assumption and condition that the Deferred Stock Units and the Shares shares of Common Stock subject to the Stock Units are issued upon vesting shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment or expected compensation contract (with the Mondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purposes (cincluding severance compensation) or any other right whatsoever. Furthermore, the Employee understands and freely accepts that there is no guarantee that any benefit whatsoever will arise from the Deferred Stock Units, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknownunknown and unpredictable. In addition, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of Employee understands that the grant of the Deferred Stock Units would not be made to which you are otherwise not entitledthe Employee but for the assumptions and conditions referred to above; thus, you irrevocably agree never to institute the Employee acknowledges and freely accepts that should any claim against NCR, or all of the assumptions be mistaken or should any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, then any grant to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding Employee of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you Deferred Stock Units shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 2 contracts

Samples: Global Deferred Stock Unit Agreement (Mondelez International, Inc.), Global Deferred Stock Unit Agreement (Mondelez International, Inc.)

Nature of Grant. This provision supplements the “Nature of Grant” section of the Award Agreement: In accepting the grant, you acknowledge, understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Restricted Stock Units, your employment Awardee consents to participation in the Plan and acknowledges that he or service relationship will be considered terminated as she has received a copy of the date you are no longer actively providing services Plan. Further, Awardee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the grant Restricted Stock Units under the Plan, if any, will terminate as Plan to individuals who may be employees of such date the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not be extended by any notice period (for example, your period of service would not include any contractual notice period economically or otherwise bind the Company or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreementits Affiliates on an ongoing basis. Consequently, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, Awardee understands that the Award is granted on the assumption and condition that the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale shares of any Shares of Common Stock acquired upon settlement.settlement shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Awardee understands that this Award would not be made to Awardee but for the assumptions and conditions referred to above; thus, Awardee 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 any Award shall be null and void. Awardee also understands and agrees that, as a condition of the grant and vesting of the Restricted Stock Units, the termination of Awardee’s employment for any reason (including the reasons listed below), the Restricted Stock Units will cease vesting immediately effective on the date of Awardee’s termination of employment. This will be the case, for example, even in the event of a termination of Awardee’s employment by reason of, but not limited to, resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Awardee acknowledges that he or she has read and specifically accepts the conditions referred to in the “Termination of Employment” and “Nature of Grant” sections of the Award Agreement. Notifications

Appears in 2 contracts

Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc), Global Restricted Stock Unit Agreement (Citrix Systems Inc)

Nature of Grant. In This section supplements Section 1 of this Exhibit C: By accepting the grantPSUs, you acknowledge, understand the Participant consents to participate in the Plan and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value acknowledges having received a copy of the underlying Shares of Common Stock is unknownPlan. The Participant understands that, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are the PSUs, unless otherwise not entitledset forth in Exhibit A, you irrevocably agree never to institute the termination of the Participant’s employment for any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating reason will automatically result in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute forfeiture of any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated PSUs that have not vested as of the date you are no longer actively providing services of termination. In particular, the Participant understands and agrees that, unless otherwise set forth in Exhibit A, any unvested PSUs will be forfeited without entitlement to NCR the underlying Shares or to any amount as indemnification in the Employer (regardless event of a termination of the Participant’s employment prior to vesting by reason for such termination and whether or of, including, but not later found limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and unless under Article 10.3 of Royal Decree 1382/1985. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the PSUs under the Plan to individuals who may be employees of the Company or subsidiary of the Company 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 expressly provided bind the Company or any subsidiary of the Company on an ongoing basis (other than as set forth in this Agreement or determined by NCR, your right to vest in the Stock Units under and the Plan). Consequently, if any, will terminate as the Participant understands that the PSUs are granted on the assumption and condition that the PSUs and the related Shares shall not become a part of such date and will not be extended by any notice period employment or contract (for example, your period of service would not include any contractual notice period either with the Company or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares subsidiary of the Company; ) and shall not be considered a mandatory benefit, salary for any purposes (gincluding severance compensation) neither NCRor any other right whatsoever. In addition, the Employer nor Participant understands that the grant of the PSUs would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any Subsidiary or Affiliate all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of PSUs shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. Notifications

Appears in 2 contracts

Samples: Award Agreement (Cerence Inc.), Award Agreement (Cerence Inc.)

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Appears in 2 contracts

Samples: Restricted Stock Agreement Qualified Retirement (Group 1 Automotive Inc), Restricted Stock Agreement (Group 1 Automotive Inc)

Nature of Grant. In The following provisions supplement the Nature of Grant section of this Exhibit A: By accepting the grantRestricted Stock Units, you acknowledgethe Participant consents to participate in the Plan and acknowledges having received a copy of the Plan. The Participant understands that, understand as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s employment for any reason will automatically result in the forfeiture of any and agree thatall Restricted Stock Units that have not vested as of the date of termination. In particular, the Participant understands and agrees that any unvested Restricted Stock Units will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of the Participant’s employment prior to vesting by reason of, including, but not limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the Restricted Stock Units under the Plan to individuals who may be Eligible Persons 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 Affiliate on an ongoing basis (a) other than as set forth in this Agreement and the Plan). Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Shares related shares of Common Stock subject to the Stock Units are shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment or expected compensation contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose; purposes (cincluding severance compensation) or any other right whatsoever. In addition, the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of Participant understands that the grant of the Restricted Stock Units would not be made to which you are otherwise not entitledthe Participant but for the assumptions and conditions referred to above; thus, you irrevocably agree never to institute the Participant acknowledges and freely accepts that should any claim against NCR, or all of the assumptions be mistaken or should any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and then the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court grant of competent jurisdiction, then, by participating in the Plan, you Restricted Stock Units shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Cirrus Logic Inc), Restricted Stock Unit Agreement (Cirrus Logic, Inc.)

Nature of Grant. In accepting the grantSAR, you acknowledge, understand and agree the Employee acknowledges that: (a) the Stock Units grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs, or benefits in lieu of SARs even if SARs have been granted repeatedly in the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationpast; (b) all decisions with respect to future awards of SARs, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject Company; (c) the Employee’s participation in the Plan is voluntary; (d) SARs are extraordinary items that do not constitute regular compensation for services rendered to the Stock Units Company (or the employing Parent or Subsidiary), and that are outside the income and value scope of samethe Employee’s employment contract, if any; (e) SARs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company (or the employing Parent or Subsidiary); (cf) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dg) in consideration of the award of SARs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units SARs or any diminution in value of the SAR or Shares received when the SARs are exercised resulting from your Termination termination of Employment employment by the Company (or the employing Parent or Subsidiary) (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you Employee irrevocably agree never to institute any claim against NCR, any of its Subsidiaries releases the Company and/or the employing Parent or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eh) for purposes in the event of involuntary termination of the Stock Units, your Employee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in local labor laws), the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Employee’s right to vest in the Stock Units SARs under the Plan, if any, will terminate effective as of such the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee Administrator shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the SAR; (fi) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of the underlying Shares; and (j) the Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Appears in 2 contracts

Samples: Stock Appreciation Right Agreement (Echelon Corp), Stock Appreciation Right Agreement (Echelon Corp)

Nature of Grant. This provision supplements Section 3 of the Additional Terms For All Non-U.S. Optionees in this Appendix: In accepting the grantOption, you acknowledgethe Optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Optionee understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant stock options under the Stock Units Plan to individuals who may be employees of the Company or a subsidiary or affiliate 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 Shares Company or any subsidiary or affiliate. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and any shares acquired upon exercise of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Option are not part of normal any employment contract (either with the Company or expected compensation any subsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. In addition, the Optionee understands that the Option would not be granted to the Optionee but for the assumptions and conditions referred to herein; thus, the Optionee 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 grant of this Option shall be null and void. This Option is a conditional right to shares of Class B Common Stock and can be forfeited in the case of, or affected by, the Optionee’s termination of employment. This will be the case, for example, even if (1) the Optionee is considered to be unfairly dismissed without good cause; (c2) the future value Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Optionee terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Optionee terminates employment due to unilateral breach of contract of the underlying Shares Company or any of Common Stock is unknown, indeterminable and cannot be predicted with certaintyits subsidiaries; or (d5) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (Optionee’s employment terminates for any other reason whatsoever, whether except for reasons specified in Sections 1.3, 1.4, 1.5, or not later found 1.6 of Exhibit A to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementAgreement. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, Optionee’s employment for any of its Subsidiaries the reasons set forth above, the Optionee may automatically lose any rights to the unvested Options granted to him or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated her as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such Optionee’s termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementemployment, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant Exhibit A to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 2 contracts

Samples: Non Statutory Stock Option Agreement (Nike Inc), Stock Incentive Plan Non Statutory Stock Option Agreement (Nike Inc)

Nature of Grant. In accepting the grantRestricted Stock Units, you acknowledge, understand and agree Grantee acknowledges that: (ai) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the Shares past; (ii) all decisions with respect to future awards of Common Restricted Stock subject to Units, if any, will be at the sole discretion of the Company; (iii) Grantee’s participation in the Plan is voluntary; (iv) Restricted Stock Units are extraordinary items that do not intended constitute regular compensation for services rendered to replace the Company or any pension rights Subsidiary, and that are outside the scope of Grantee’s employment or compensationservice contract, if any; (bv) the Restricted Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (cvi) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dvii) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units vest resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach termination of employment laws in or service by the jurisdiction where you are employed Company or the terms of your employment agreement, if any)any Subsidiary, and in consideration of Grantee irrevocably releases the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or Company and/or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, you Grantee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eviii) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or is established voluntarily by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Mellanox Technologies, Ltd.), Restricted Stock Unit Award Agreement (Mellanox Technologies, Ltd.)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Participant acknowledges and agree agrees that: (ai) the Stock Units 2022 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Participant has read the 2022 Plan and any RSUs granted under it shall be subject to all of the terms and conditions of the 2022 Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the 2022 Plan and this Award Agreement and to make all determinations necessary or advisable for the administration of the 2022 Plan, all of which interpretations and determinations shall be final and binding; (iii) the RSU does not create any contractual or other right to receive future grants of RSUs, benefits in lieu of RSUs, or any other Plan benefits in the future; (iv) nothing contained in this Award Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationParticipant; (bv) any grant under the Stock Units and the Shares 2022 Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameRSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Participant is voluntarily participating in the 2022 Plan; (vii) the future value of the Shares underlying Shares of Common Stock the RSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units RSUs, the amount realized upon settlement of the RSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the RSUs, resulting from your Termination any fluctuation of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)United States Dollar/local currency foreign exchange rate, and in consideration of (ix) the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, RSUs and the underlying Shares are not granted to the Participant for prior services rendered to the Company, the Employer from or any such claim; if, notwithstanding Subsidiaries. Without limiting the generality of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of RSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such RSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company Participant's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such RSU.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (W.W. Grainger, Inc.), Restricted Stock Unit Award Agreement (W.W. Grainger, Inc.)

Nature of Grant. In accepting the grantAwards, you acknowledgethe Participant consents to participate in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) at its unilateral discretion decided to grant Awards under the Stock Units Plan to individuals who may be employees of the Company or an Affiliate 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 a subsidiary. Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards and any Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, issued are not part of normal any employment contract (either with the Company or expected compensation any Affiliate thereof) and shall not be considered a mandatory benefit, salary for any purpose; purposes (cincluding severance compensation) or any other right whatsoever. Further, the future value Participant understands that the Participant will not be entitled to continue vesting in the Awards after termination of the underlying Shares of Common Stock is unknownParticipant’s employment or service except as otherwise provided in the Terms and Conditions. In addition, indeterminable and canthe Participant understands that the Awards would not be predicted with certaintygranted to the Participant but for the assumptions and conditions referred to herein; (d) no claim thus, the Participant acknowledges and freely accepts that should any or entitlement to compensation or damages shall arise from forfeiture all of the Stock Units resulting from your Termination assumptions be mistaken or should any of Employment (the conditions not be met for any reason, then the grant of the Awards and any right to the Awards shall be null and void. Further, unless otherwise provided in the Terms and Conditions, the vesting of the Awards is expressly conditioned on the Participant’s continued employment or service, such that, upon termination of the Participant’s employment or service for any reason whatsoever, whether or not later found to be invalid the Awards may cease vesting immediately, in whole or in breach part, effective on the date of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your Participant’s employment or service relationship (as determined under the Plan and the Terms and Conditions). This will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementcase, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period even if the Participant is dismissed for disciplinary or objective reasons. Consequently, upon the Participant’s termination of employment or service would for any of the above reasons, the Participant will automatically lose any rights to the Awards to the extent not include any contractual notice period vested on the date of the Participant’s termination of employment or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreementservice, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided as described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; Terms and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementConditions.

Appears in 2 contracts

Samples: Restricted Stock (Warner Music Group Corp.), Restricted Stock (Warner Music Group Corp.)

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the RSU and the Shares shares of Common Stock subject to the Stock Units RSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee's ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRSUs, your the Grantee's employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee's right to vest in the Stock Units RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee's RSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Appears in 2 contracts

Samples: Restricted Stock Units Agreement (Harsco Corp), Restricted Stock Units Agreement (Harsco Corp)

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Appears in 2 contracts

Samples: Performance Share Units Agreement (Harsco Corp), Performance Share Units Agreement (Harsco Corp)

Nature of Grant. In By accepting the grantOption, you acknowledge, understand and agree that: (a) your Option and Shares acquired under the Stock Units and the Shares of Common Stock subject to the Stock Units Plan are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the Shares underlying Shares of Common Stock the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (c) if the underlying Shares do not increase in value, the Option will have no value; (d) if you exercise the Option and acquire Option Shares, the value of such Option Shares may increase or decrease in value, even below the Exercise Price; (e) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Option resulting from your Termination of Employment (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units the Option to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and AffiliatesSubsidiaries, Affiliates and the Employer from any such claim; if, if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ef) for purposes of the Stock UnitsOption, your employment or service relationship will be considered terminated as of on the date you are no longer actively providing provide services to any NCR or the Employer any Subsidiary (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 you are employed or the terms of your any employment agreement), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, (i) your right to vest in the Stock Units under the Plan, Option (if any, ) will terminate as of on such date and will not be extended by any notice period (for examplee.g., your period of service would will not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in such jurisdiction or any employment agreement); and (ii) any exercise period for the Option after such Termination of Employment will begin on the date you cease providing such services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award Option (including whether you may still be considered to be providing services while on a leave of absence); (fg) unless otherwise provided in the Plan or by the Company in its discretion, the Award Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (gh) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units Option or of any amounts due to you pursuant to the settlement exercise of the Stock Units Option or the subsequent sale of any Option Shares of Common Stock acquired upon settlementexercise.

Appears in 2 contracts

Samples: Priced Option Award Agreement (NCR Corp), Priced Option Award Agreement (NCR Corp)

Nature of Grant. This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Appendix A: In accepting the grantthis Option, you acknowledge, consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise this Option, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not entitledvested on the date of termination. In particular, you irrevocably understand and agree never to institute any claim against NCRthat, unless otherwise provided for in the Award Agreement, any unvested Option as of its Subsidiaries your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or Affiliates to any amount as indemnification in the event of a termination by reason of, including, but not limited to: disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, waive your abilityand under Article 10.3 of Royal Decree 1382/1985. Furthermore, if anyyou understand that the Company has unilaterally, gratuitously and discretionally decided to bring grant this Option under the Plan to individuals who may be employees of the Company or any such claimAffiliate. 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 its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that this Option is granted on the assumption and release NCR, its Subsidiaries and Affiliates, condition that this Option and the Employer from Shares issued upon exercise shall not become a part of any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer contract (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection either with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor or any Subsidiary other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or Affiliate any other right whatsoever. In addition, you understand that the grant of this Option would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Option shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 2 contracts

Samples: Option Award Agreement (Restaurant Brands International Inc.), Additional Matching Option Award Agreement (Restaurant Brands International Inc.)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Participant acknowledges and agree agrees that: (ai) the Stock Units 2022 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Participant has read the 2022 Plan and any PSUs granted under it shall be subject to all of the terms and conditions of the 2022 Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the 2022 Plan and this Award Agreement and to make all determinations necessary or advisable for the administration of the 2022 Plan, all of which interpretations and determinations shall be final and binding; (iii) the PSU does not create any contractual or other right to receive future grants of PSUs, benefits in lieu of PSUs, or any other Plan benefits in the future; (iv) nothing contained in this Award Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationParticipant; (bv) any grant under the Stock Units and the Shares 2022 Plan, including any grant of Common Stock subject to the Stock Units and the income and value of samePSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Participant is voluntarily participating in the 2022 Plan; (vii) the future value of the Shares underlying Shares of Common Stock the PSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units PSUs, the amount realized upon settlement of the PSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PSUs, resulting from your Termination any fluctuation of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)United States Dollar/local currency foreign exchange rate, and in consideration of (ix) the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, PSUs and the underlying Shares are not granted to the Participant for prior services rendered to the Company, the Employer from or any such claim; if, notwithstanding Subsidiaries. Without limiting the generality of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of PSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such PSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company Participant's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such PSU.

Appears in 2 contracts

Samples: Performance Stock Unit Award Agreement (W.W. Grainger, Inc.), Stock Unit Award Agreement (W.W. Grainger, Inc.)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the exclusive right of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the Award does not create any contractual or other right to receive future grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameAwards, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the Award granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units Award, the amount realized upon settlement of the Award or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Award, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any Award to correct for purposes of your any windfalls or shortfalls in such Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided which, in the Plan or by Committee’s determination, arise from factors beyond the Company Executive’s control; provided, however, that the Committee’s authority with respect to any Award to a “covered employee,” as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such Award.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Grainger W W Inc), Stock Option Agreement (Grainger W W Inc)

Nature of Grant. This provision supplements Section 1 of the Restricted Stock Unit Award Agreement and the above “Nature of Grant” provision of the Appendix: In accepting the grantAward, you acknowledgeParticipant consents to participate in the Plan and acknowledges having received and read a copy of the Plan. Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant awards under the Stock Units Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate over and above the specific terms of the Plan and this Award Agreement. Consequently, Participant understands that the Award is granted on the assumption and condition that such Award and any Shares acquired upon vesting of Common Stock subject to the Stock Units are RSUs shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Company or expected compensation any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. In addition, Participant understands that the Award would not be granted but for the assumptions and conditions referred to above; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then any grant of the Stock Units resulting from your Termination of Employment (for any reason whatsoeverAward shall be null and void. Further, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementParticipant understands and agrees that, if any), and in consideration as a condition of the grant of the Award, except as provided for in Section 1 of the Restricted Stock Units to which you are otherwise not entitledUnit Award Agreement, you irrevocably agree never to institute Participant’s termination of employment for any claim against NCR, any of its Subsidiaries or Affiliates or reason (including for the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating reasons listed below) will automatically result in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes loss of the Stock Units, your employment or service relationship will be considered terminated RSUs to the extent the RSUs have not vested as of the date you are Participant is no longer actively providing services to NCR or the Employer (regardless employed. In particular, except as provided for in Section 1 of the Restricted Stock Unit Award Agreement, Participant understands and agrees that (i) any unvested portion of the RSUs as of the date Participant’s active employment ends will be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination by reason for such termination and whether or of, including, but not later found limited to: resignation, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) and unless otherwise expressly provided in this Agreement or determined by NCRrelocation under Article 40 of the Workers’ Statute, your right to vest in Article 50 of the Stock Units under the PlanWorkers’ Statute, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or unilateral withdrawal by the Company in its discretionEmployer, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares under Article 10.3 of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementRoyal Decree 1382/1985.

Appears in 2 contracts

Samples: Global Restricted Stock Unit Award Agreement (Trane Technologies PLC), Restricted Stock Unit Award Agreement (Ingersoll-Rand PLC)

Nature of Grant. This provision supplements the Acknowledgement of Nature of Award section of the Award Agreement including this Appendix A: In accepting the grantthis Option, you acknowledge, consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise this Option, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not entitledvested on the date of termination. In particular, you irrevocably understand and agree never to institute any claim against NCRthat, unless otherwise provided for in the Award Agreement, any unvested Option as of its Subsidiaries your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to the underlying Shares or Affiliates to any amount as indemnification in the event of a termination by reason of, including, but not limited to: disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, waive your abilityand under Article 10.3 of Royal Decree 1382/1985. Furthermore, if anyyou understand that the Company has unilaterally, gratuitously and discretionally decided to bring grant this Option under the Plan to individuals who may be employees of the Company or any such claimAffiliate. 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 its Affiliates on an ongoing basis other than to the extent set forth in the Award Agreement. Consequently, you understand that this Option is granted on the assumption and release NCR, its Subsidiaries and Affiliates, condition that this Option and the Employer from Shares issued upon exercise shall not become a part of any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer Service contract (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection either with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor or any Subsidiary other Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or Affiliate any other right whatsoever. In addition, you understand that the grant of this Option would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Option shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 2 contracts

Samples: Base Matching Option Award Agreement (Restaurant Brands International Inc.), Matching Option Award Agreement (Burger King Worldwide, Inc.)

Nature of Grant. In The following provisions supplement Section 6 of the Global Restricted Stock Unit Award Agreement: By accepting the grantgrant of the RSUs, you acknowledgethe Participant consents to participation in the Plan and acknowledge that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously, and agree that: (a) in its sole discretion decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Shares of Common Stock subject Company or any Subsidiary, other than to the Stock Units are not intended to replace extent set forth in the Agreement. Consequently, the Participant understands that the grant of the RSUs is made on the assumption and condition that the RSUs and any pension rights or compensation; (b) Shares acquired under the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Plan are not part of normal any service agreement (either with the Company or expected any Subsidiary), and shall not be considered a mandatory benefit, compensation for any purpose, or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; (c) thus, the future value Participant acknowledges and freely accept that, should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim met for any reason, then any grant of or entitlement right to compensation or damages the RSUs shall arise from forfeiture be null and void. Further, the Participant understands that unless otherwise set forth in this Agreement, the Participant will not be entitled to continue vesting in the RSUs after termination of the Stock Units resulting from your Termination Participant’s Service. This will be the case, for example, even in the event of Employment (for any a termination of the Participant’s Service by reason whatsoeverof, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or not later found recognized to be invalid or in breach without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration agreement under Article 41 of the grant of Stock Units to which you are otherwise not entitledWorkers’ Statute, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes relocation under Article 40 of the Stock UnitsWorkers’ Statute, your employment or service relationship will be considered terminated as Article 50 of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementWorkers’ Statute, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or unilateral withdrawal by the Company in its discretion, the Award or Subsidiary and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares under Article 10.3 of the Company; Royal Decree 1382/1985. The Participant acknowledges that the Participant has read and (g) neither NCR, specifically accepts the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value conditions referred to in Section 6 of the Global Restricted Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Unit Award Agreement. Notifications

Appears in 2 contracts

Samples: Global Restricted Stock Unit Award Agreement (Syneos Health, Inc.), Global Restricted Stock Unit Award Agreement (Syneos Health, Inc.)

Nature of Grant. In This provision supplements Section 10 of the Award Agreement: By accepting the grantStock Units, you acknowledgeParticipant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. Participant understands that the Company has unilaterally, understand gratuitously, and agree that: (a) in its sole discretion decided to grant Stock Units under the Plan to individuals who may be Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Parent or Subsidiary, other than to the extent set forth in this Award Agreement. Consequently, Participant understands that the Stock Units are granted on the assumption and condition that the Stock Units and the any Shares acquired at vesting of Common Stock subject to the Stock Units are not intended part of any employment or service contract (either with the Company or any Parent or Subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made but for the assumptions and conditions referred to replace above; thus, Participant acknowledges and freely accepts that, should any pension rights or compensation; (b) all of the Stock Units and assumptions be mistaken or should any of the Shares conditions not be met for any reason, then any grant of Common Stock subject or right to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Unitsvoid. Further, your employment or service relationship will be considered terminated except as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan and the Award Agreement, Participant understands that he or she will not be entitled to continue vesting in any Stock Units once Participant’s status as a Service Provider terminates. This will be the case, for example, even in the event of a termination of Participant’s status of a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjusted or recognized to be without cause, individual or collective dismissal or objective grounds, whether adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company Employer 407411556-v2 and under Article 10.3 of the Royal Decree 1382/1985. Participant acknowledges that Participant has read and specifically accepts the vesting and termination conditions in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Fortinet, Inc.), Performance Stock Unit Award Agreement (Fortinet, Inc.)

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the RSU and the Shares shares of Common Stock subject to the Stock Units RSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s RSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Appears in 2 contracts

Samples: Restricted Stock Units Agreement (Harsco Corp), Restricted Stock Units Agreement (Harsco Corp)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any PRSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the PRSU does not create any contractual or other right to receive future grants of PRSUs, benefits in lieu of PRSUs, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of samePRSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the PRSU granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units PRSU, the amount realized upon settlement of the PRSU or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PRSU, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of PRSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such PRSU which, in the Plan or by Committee's determination, arise from factors beyond the Company Executive's control; provided, however, that the Committee's authority with respect to any PRSU to a "covered employee," as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such PRSU.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Grainger W W Inc), Restricted Stock Unit Agreement (Grainger W W Inc)

Nature of Grant. In accepting the grantRSUs, you acknowledge, understand and agree Participant acknowledges that: (a) the Stock Units grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationpast; (b) all decisions with respect to future awards of RSUs, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject Company; (c) Participant’s participation in the Plan is voluntary; (d) RSUs are extraordinary items that do not constitute regular compensation for services rendered to the Stock Units Company or any Affiliate, and that are outside the income and value scope of sameParticipant’s employment contract, if any; (e) RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate; (cf) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dg) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units RSUs or any diminution in value of the RSUs or Shares received when the RSUs vest resulting from your Termination termination of Employment employment by the Company or any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of Participant irrevocably releases the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or Company and/or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, you Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eh) for purposes in the event of the Stock Units, your involuntary termination of Participant’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementlocal labor laws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Participant’s right to receive RSUs and vest in the Stock Units under the Plan, if any, will terminate effective as of such the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in pursuant to local law), and the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the RSUs; (fi) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares; and (j) Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Red Hat Inc), Restricted Stock Unit Agreement (Red Hat Inc)

Nature of Grant. In The following provision supplements Section 16 of the Agreement: By accepting the grantRSU, you acknowledgethe Participant consents to participation in the Program and acknowledge that the Participant has received a copy of the Program. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) in its sole discretion decided to grant RSUs under the Stock Units Program to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is limited and entered into based upon the Shares of Common Stock subject to express assumption and condition that any RSUs will not economically or otherwise bind the Stock Units are Company or any parent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the RSU is granted on the assumption and condition that the RSU shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become part of normal any employment contract (whether with the Company or expected compensation any parent, Subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the RSU, which is gratuitous and discretionary, since the future value of the RSU and the underlying Shares is unknown and unpredictable. The Participant also understands that this grant of Common Stock is unknown, indeterminable and canRSUs would not be predicted with certaintymade but for the assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, then the grant of this RSU shall be null and void. Further, this RSU is a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant’s termination of employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (d2) no claim the Participant is dismissed for disciplinary or entitlement objective reasons or due to compensation a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or damages shall arise from forfeiture any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Stock Units resulting from your Termination Company or any of Employment its Subsidiaries; or (5) the Participant’s employment terminates for any other reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementexcept for Cause. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, Participant’s employment for any of its Subsidiaries or Affiliates or the Employerreasons set forth above, waive your ability, if any, the Participant may automatically lose any rights to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding unvested RSU granted to the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated Participant as of the date you are no longer actively providing services to NCR of his or the Employer (regardless her termination of the reason for such termination and whether or not later found to be invalid or in breach of employment laws employment, as described in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award Program and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp), Restricted Stock Unit Award Agreement (Edwards Lifesciences Corp)

Nature of Grant. The following provision supplements Section 9 of the Stock Unit Agreement: In accepting the grantStock Units, you acknowledgeParticipant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant understands that the Company has unilaterally, understand gratuitously, and agree that: (a) the discretionally decided to grant Stock Units under the Plan to individuals who may be Employees, Consultants or Outside Directors 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 Shares of Common Stock subject to Company or any Parent or Subsidiary on an ongoing basis. Consequently, Participant understands that the Stock Units are not intended to replace any pension rights or compensation; (b) granted on the assumption and condition that the Stock Units and or the Shares of Common Stock subject to the Stock Units and the income and value of same, are acquired upon vesting shall not become a part of normal any employment or expected compensation service contract (either with the Company or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made to Participant but for the assumptions and conditions referred to above; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages met for any reason, then any grant of Units shall arise from forfeiture be null and void. Further, the vesting of the Stock Units resulting from your Termination is expressly conditioned on Participant’s continued and active rendering of Employment (service, such that if Participant’s Continuous Service terminates for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under cease vesting immediately effective on the Plandate of Participant’s termination of Continuous Service. This will be the case, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, even if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be 1) Participant is considered to be providing services while on unfairly dismissed without good cause (i.e., subject to a leave of absence“despido improcedente”); (f2) unless otherwise provided in the Plan Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) Participant terminates Continuous Service due to a change of work location, duties or any other employment or contractual condition; (4) Participant terminates Continuous Service due to a unilateral breach of contract by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, Parent or assumed by, another company nor to be exchanged, cashed out Subsidiary; or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g5) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable Participant’s Continuous Service terminates for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementother reason whatsoever.

Appears in 2 contracts

Samples: Stock Unit Agreement (Marvell Technology Group LTD), Stock Unit Agreement (Marvell Technology, Inc.)

Nature of Grant. In accepting the grantSARs, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Shares Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future SARs or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the SARs and any shares of Common Stock subject to acquired under the Stock Units Plan are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock underlying the SARs is unknown, indeterminable and cannot be predicted with certainty; (d6) if the underlying shares of Common Stock do not increase in value, the SARs will have no value; (7) if the Grantee exercises the SARs and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Base Price; (8) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SARs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any), and in consideration of the grant of Stock Units the SARs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries subsidiaries or Affiliates affiliates or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries subsidiaries and Affiliates, affiliates and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e9) for purposes of the Stock UnitsSARs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its subsidiaries and affiliates (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 you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) ), and unless otherwise expressly provided in this the Agreement or determined by NCRthe Company, your (i) the Grantee’s right to vest in the Stock Units SARs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); and (ii) the Committee period (if any) during which the Grantee may exercise the SARs after such termination of the Grantee's employment or service relationship will commence on the date the Grantee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Grantee is employed or providing services or terms of the Grantee’s employment or service agreement, if any; and (iii) the Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award his or her SARs grant (including whether you the Grantee may still be considered to be providing services while on a leave of absence); (f10) unless otherwise provided in the Plan or by the Company in its discretion, the Award SARs and the benefits evidenced by this the Agreement do not create any entitlement to have the Award SARs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (11) the SARs and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, or retirement or welfare benefits or similar payments; and (g12) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units SARs or of any amounts due to you the Grantee pursuant to the settlement exercise of the Stock Units SARs or the subsequent sale of any Shares shares of Common Stock acquired upon settlementexercise of the SARs.

Appears in 2 contracts

Samples: Stock Appreciation Rights Agreement (Harsco Corp), Stock Appreciation Rights Agreement (Harsco Corp)

Nature of Grant. In The following provision supplements Paragraph 9 of the Agreement: By accepting the grantgrant of Performance Stock Units, you acknowledgethe Grantee consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Grantee understands that the Company has unilaterally, understand gratuitously, and agree that: (a) discretionarily decided to offer the Plan to individuals who may be employees of the Company or of its subsidiaries throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant of Performance Stock Units will not economically or otherwise bind the Company or any of its subsidiaries presently or in the future, other than as expressly set forth in the Agreement, including this Addendum. Consequently, the Grantee understands that the Plan is offered on the assumption and condition that the Shares Plan and any shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are issued upon vesting is not part of normal any employment or expected compensation service contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purpose; purpose (c) including severance compensation), or any other right whatsoever. Further, the Grantee understands and agrees that the Company does not guarantee that any benefit whatsoever shall arise from the Performance Stock Units, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknownunknown and unpredictable. Finally, indeterminable and canthe Grantee understands that the Company would not be predicted with certaintymaking this grant of Performance Stock Units but for the assumptions and conditions referred to above; (d) no claim thus, the Grantee expressly acknowledges and freely accepts that should any or entitlement to compensation or damages shall arise from forfeiture all of the Stock Units resulting from your Termination assumptions be mistaken or should any of Employment (the conditions not be met for any reason whatsoeverreason, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of then the grant of Performance Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, shall be null and release NCR, its Subsidiaries and Affiliates, void and the Employer from Plan shall not have any such claim; ifeffect whatsoever. The Grantee understands and agrees that, notwithstanding the foregoing, any such claim is allowed by as a court condition of competent jurisdiction, then, by participating his or her participation in the Plan, you the termination of the Grantee’s employment for any reason will automatically result in the cancellation of any Performance Stock Units granted to the Grantee under the Plan. In particular, the Grantee understands and agrees that, unless otherwise expressly provided for by the Company, the Grantee will not be permitted to continue to vest in the Performance Stock Units if the Grantee terminates employment for any reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Grantee’s employer, and under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) determine the date when the Grantee’s status as an employee has terminated for purposes of the right of Performance Stock Units, your employment or service relationship will be considered terminated as of Units granted under the date you Plan to vest. Sweden There are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you country-specific provisions. Switzerland There are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the country-specific provisions. Taiwan There are no country-specific provisions. United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Kingdom

Appears in 2 contracts

Samples: Alnylam Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc.

Nature of Grant. In accepting the grantgrant of RSUs, you acknowledge, understand and agree acknowledge that: (a) · the Stock Units Plan is established voluntarily by BWXT, is discretionary in nature and may be modified, amended, suspended or terminated by BWXT at any time; · the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; · all decisions with respect to future RSUs grants, if any, will be at the sole discretion of BWXT; · you are voluntarily participating in the Plan; · the RSUs and the Shares of Common Stock subject to the Stock Units RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to BWXT or the Employer, and which is outside the scope of your employment contract, if any; · the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (b) · the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for BWXT, the Employer, or any Subsidiary; (c) · the RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with BWXT or any Subsidiary; · the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) · in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from termination of your Termination of Employment service with BWXT or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), local labor laws) and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, BWXT and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waive any entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; · in the event of termination of your service with BWXT (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCRlocal labor laws), your right to vest in the Stock Units RSUs under the Plan, if any, will terminate effective as of such the date that you are no longer actively providing services and will not be extended by any notice period mandated under local law (for examplee.g., your period of active service would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); you hereby waive and release any claims you may have against BWXT, its subsidiaries, affiliates, employees, officers and directors for the termination of any such right to vest during such notice period; the Board/Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSUs; notwithstanding the foregoing, if your Award (including whether you may still be considered service terminates due to be providing services while on a leave of absence); (f) unless otherwise provided certain termination events as described in the Plan or by the Company in its discretionthis Agreement, the Award RSUs will be fully vested; and · the RSUs and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out take-over or substituted for, in connection with any corporate transaction affecting the Shares transfer of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementliability.

Appears in 2 contracts

Samples: 2020 Restricted Stock Units (BWX Technologies, Inc.), Grant Agreement (BWX Technologies, Inc.)

Nature of Grant. In This provision supplements Section 8 of the Agreement: By accepting the grantRSUs, you acknowledgeParticipant consents to participating in the Plan and acknowledges that he or she has received a copy of the Plan. Participant understands that Workday has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant RSUs to acquire Shares under the Stock Units Plan to individuals who may be Employees, Consultants, Directors or Non-Employee Directors of Workday or any Parent or Subsidiary 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 Workday or any Parent or Subsidiary. Consequently, Participant understands that the RSUs are granted on the assumption and condition that the RSUs and any Shares acquired at vesting of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal any employment or expected compensation service agreement (either with Workday or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, Participant understands that the RSUs would not be granted to Participant but for the assumptions and conditions referred to herein; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim met for any reason, then any grant of or entitlement right to compensation RSUs shall be null and void. Further, Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting in any RSUs once Participant’s employment or damages shall arise from forfeiture service Terminates. This will be the case, for example, even in the event of the Stock Units resulting from your a Termination of Employment a Participant by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal ajudged to be with cause or adjudged/recognized to be without good cause (for any reason whatsoeveri.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether or not later found adjudged and/or recognized to be invalid with or in breach without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration or service under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statue, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statue, any of its Subsidiaries or Affiliates or unilateral withdrawal by the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court under Article 10.3 of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Royal Decree 1382/1985. Notifications

Appears in 2 contracts

Samples: Restricted Stock Purchase Agreement (Workday, Inc.), Restricted Stock Purchase Agreement (Workday, Inc.)

Nature of Grant. The following provision supplements Section 6(d) - Nature of Grant of the Agreement: In accepting the grantAward, you acknowledgethe Executive consents to participation in the Plan and acknowledges that the Executive has received a copy of the Plan. The Executive understands that the Company has unilaterally, understand gratuitously and agree in its sole discretion decided to grant Awards under the Plan to individuals who may be employees of the Company, the Employer, or any member of the Combined Group and its Affiliates throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company, the Employer, or any member of the Combined Group and its Affiliates. Consequently, the Executive understands that the Award is granted on the assumption and condition that the Award and any Shares issued upon settlement of the Award are not a part of any employment contract (either with the Company or any member of the Combined Group and its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Executive understands and agrees that, unless otherwise expressly provided for by the Company or set forth in the Agreement, the Award will be cancelled without entitlement to any Shares if the Executive ceases to be an eligible Executive for any reason, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (a) the Stock Units and the Shares of Common Stock i.e., subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares a “despido improcedente”), material modification of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statute, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statute, any or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its Subsidiaries or Affiliates or sole discretion, shall determine the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and date when the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) Executive's status as an eligible Executive has terminated for purposes of the Stock UnitsAward. In addition, your employment the Executive understands that this grant would not be made to the Executive but for the assumptions and conditions referred to above; thus, the Executive acknowledges and freely accepts that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Carnival PLC), Management Incentive Plan Tied Restricted Stock Unit Agreement (Carnival PLC)

Nature of Grant. This provision supplements Section 1 of Addendum A to the Agreement titled “No Acquired Rightsˮ: In accepting the grantOption, you acknowledgeParticipant consents to participate in the Plan and acknowledges that Participant has received a copy of the Plan. Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant share options under the Stock Units Plan to individuals who may be employees of the Company or an Affiliate 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 an Affiliate. Consequently, Participant understands that the Option is granted on the assumption and condition that the Option and any Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, issued are not part of normal any employment contract (either with the Company or expected compensation any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. Further, Participant understands that Participant will not be entitled to continue vesting in the Option after termination of Participant’s service. In addition, Participant understands that the Option would not be granted to Participant but for the assumptions and conditions referred to herein; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination Option and any right to the Option shall be null and void. Further, the vesting of Employment (the Option is expressly conditioned on Participant’s continued service, such that upon termination of Participant’s service for any reason whatsoever, whether or not later found to be invalid the Option may cease vesting immediately, in whole or in breach part, effective on the date of employment laws in termination of Participant’s service (as determined by the jurisdiction where you are employed or the terms of your employment agreement, if anyAgreement), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship . This will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementcase, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period even if (1) Participant is dismissed for disciplinary or objective reasons; or (2) Participant’s termination of service would is due to a unilateral breach of contract by the Company or Participant’s employer. Consequently, upon Participant’s termination of service for any of the above reasons, Participant may automatically lose any rights to the Option to the extent not include any contractual notice period or any period vested on the date of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms Participant’s termination of your employment agreementservice, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided as described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Agreement. SWITZERLAND

Appears in 2 contracts

Samples: Share Option Agreement (Genpact LTD), Share Option Agreement (Genpact LTD)

Nature of Grant. In accepting the grant, you acknowledge, understand The Participant acknowledges and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units are not intended to replace any pension rights or compensationextent permitted by the Plan; (b) the Stock Units grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the Shares past; (c) all decisions with respect to future RSU grants, if any, will be at the sole discretion of Common Stock subject to the Stock Units and Company; (d) participation in the income and value of same, Plan is voluntary; (e) the RSUs are not a part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments; (cf) the future value of the underlying Shares of Common Stock shares is unknown, indeterminable and cannot be predicted with certainty; and (dg) in consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units RSUs or diminution in value of the RSUs or shares received upon vesting including (without limitation) any claim or entitlement resulting from your Termination termination of Employment the Participant’s active employment by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where you are employed or Participant hereby releases the terms of your employment agreement, if any), Company and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Participant shall be deemed irrevocably to have agreed not waived the Participant’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Appears in 2 contracts

Samples: Form of Restricted Stock Unit Agreement (Booking Holdings Inc.), Restricted Stock Unit Agreement (Booking Holdings Inc.)

Nature of Grant. The following provision supplements paragraph 9 of the Agreement: In accepting the grantLTI Grant, you acknowledgethe Participant consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands and agrees that, understand as a condition of the grant of the LTI Grant, except as provided for in paragraph 3 of the Agreement, the termination of the Participant’s employment for any reason (including for the reasons listed below) will automatically result in the loss of the LTI Grant that may have been granted to the Participant and agree that: (a) that have not vested on the Stock Units date of termination. In particular, the Participant understands and agrees that any unvested LTI Grants as of Participant’s termination date will be forfeited without entitlement to the Shares underlying shares of Common Stock or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the Stock Units are terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to make the LTI Grant under the Plan to individuals who may be Participants of the Mondelēz Group. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not intended economically or otherwise bind the Mondelēz Group on an ongoing basis other than to replace any pension rights or compensation; (b) the Stock Units extent set forth in the Agreement. Consequently, the Participant understands that the LTI Grant is made on the assumption and condition that the LTI Grant and the Shares shares of Common Stock subject to the Stock Units and the income and value of same, are issued shall not become a part of normal any employment or expected compensation contract (with the Mondelēz Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purposes (cincluding severance compensation) or any other right whatsoever. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever will arise from the LTI Grant, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknownunknown and unpredictable. In addition, indeterminable and canthe Participant understands that the LTI Grant would not be predicted with certaintymade to the Participant but for the assumptions and conditions referred to above; (d) no claim thus, the Participant acknowledges and freely accepts that should any or entitlement to compensation or damages shall arise from forfeiture all of the Stock Units resulting from your Termination assumptions be mistaken or should any of Employment (the conditions not be met for any reason whatsoeverreason, whether or not later found then the LTI Grant made to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you Participant shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 2 contracts

Samples: Incentive Grant Agreement (Mondelez International, Inc.), Incentive Grant Agreement (Mondelez International, Inc.)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any PSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the PSU does not create any contractual or other right to receive future grants of PSUs, benefits in lieu of PSUs, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of samePSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the PSU granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units PSU, the amount realized upon settlement of the PSU or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PSU, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of PSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such PSU which, in the Plan or by Committee’s determination, arise from factors beyond the Company Executive’s control; provided, however, that the Committee’s authority with respect to any PSU to a “covered employee,” as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such PSU.

Appears in 2 contracts

Samples: Incentive Plan (W.W. Grainger, Inc.), Performance Stock Unit Agreement (W.W. Grainger, Inc.)

Nature of Grant. In accepting the grant, you acknowledge, understand and agree Optionee acknowledges that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares Company at any time, unless otherwise provided in the Plan and this Option Agreement; (2) the grant of Common Stock subject the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (3) all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; (4) Optionee’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 Optionee’s employment relationship at any time with or without cause; (5) Optionee is voluntarily participating in the Plan; (6) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Stock Units are not intended to replace any pension rights Company or compensationthe Employer, and which is outside the scope of Optionee’s employment contract, if any; (b7) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are Option is not part of normal or expected compensation or salary for any purposepurposes, 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 and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (c8) in the event that Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company; (9) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d10) if the underlying Shares do not increase in value, the Option will have no value; (11) if Optionee exercises the Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (12) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from your Termination termination of Employment Optionee’s employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Optionee irrevocably releases the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Option Agreement, you Optionee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (e13) for purposes in the event of the Stock Units, your termination of Optionee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreementlocal labor laws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Optionee’s right to receive the Option and vest in the Stock Units Option under the Plan, if any, will terminate effective as of such the date that Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where you are employed event of termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise the terms Option after termination of your employment agreementemployment, if any), will be measured by the date of termination of Optionee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when you are Optionee is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementOption grant.

Appears in 1 contract

Samples: Stock Option Agreement (Sigma Designs Inc)

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Nature of Grant. In This section supplements Section 1 of this Exhibit B: By accepting the grantRSUs, you acknowledge, understand the Participant consents to participate in the Plan and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value acknowledges having received a copy of the underlying Shares of Common Stock is unknownPlan. The Participant understands that, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise not entitledthe RSUs, you irrevocably agree never to institute the termination of the Participant’s employment for any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating reason will automatically result in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute forfeiture of any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated RSUs that have not vested as of the date you are no longer actively providing services of termination. In particular, the Participant understands and agrees that any unvested RSUs will be forfeited without entitlement to NCR the underlying Shares or to any amount as indemnification in the Employer (regardless event of a termination of the Participant’s employment prior to vesting by reason for such termination and whether or of, including, but not later found limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and unless under Article 10.3 of Royal Decree 1382/1985. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Company or subsidiary of the Company 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 expressly provided bind the Company or any subsidiary of the Company on an ongoing basis (other than as set forth in this Agreement or determined by NCR, your right to vest in the Stock Units under and the Plan). Consequently, if any, will terminate as the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the related Shares shall not become a part of such date and will not be extended by any notice period employment or contract (for example, your period of service would not include any contractual notice period either with the Company or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares subsidiary of the Company; ) and shall not be considered a mandatory benefit, salary for any purposes (gincluding severance compensation) neither NCRor any other right whatsoever. In addition, the Employer nor Participant understands that the grant of the RSUs would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any Subsidiary or Affiliate all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of RSUs shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Cerence Inc.)

Nature of Grant. In accepting the grantSAR, you acknowledge, understand and agree the Employee acknowledges that: (a) the Stock Units grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs, or benefits in lieu of SARs even if SARs have been granted repeatedly in the past; (b) all decisions with respect to future awards of SARs, if any, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) SARs are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of the Employee’s employment contract, if any; (e) the SAR and the Shares of Common Stock subject to the Stock Units SAR are not intended to replace any pension rights or compensation; , (bf) the Stock Units SARs and the Shares of Common Stock subject to the Stock Units and the income and value of same, SARs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent or Subsidiary of the Company; (cg) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dh) in consideration of the award of SARs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SAR resulting from your Termination termination of Employment employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you Employee irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or releases the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, you Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ei) for purposes of the Stock UnitsCompany is not providing any tax, your employment legal or service relationship will be considered terminated as of financial advice, nor is the date you are no longer actively providing services to NCR Company making any recommendations regarding the Employee’s participation in the Plan, or the Employer Employee’s acquisition or sale of Shares; (regardless of j) the reason for such termination SAR and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units benefits under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws automatically transfer to another company in the jurisdiction where you are employed case of a merger, take-over or transfer of liability and (k) the terms of your employment agreementEmployee is hereby advised to consult with his or her own personal tax, if any); legal and financial advisors regarding the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided Employee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Appears in 1 contract

Samples: Stock Appreciation Right Agreement (Echelon Corp)

Nature of Grant. In accepting the grantAward, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Shares Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Common Stock subject to acquired under the Stock Units Plan are not intended to replace any pension rights or compensation; (bg) the Award and any shares of Stock Units and acquired under the Shares of Common Stock subject to the Stock Units Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (ch) the future value of the shares of Stock underlying Shares of Common Stock the Award is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (di) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Award resulting from your Termination the termination of Employment the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (fj) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company’s Stock; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.and

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Ansys Inc)

Nature of Grant. In accepting the grant, you acknowledge, understand The following provisions replace Sections 4.1(a) and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) of the Stock Units Agreement if the Associate is granted Performance-Based RSUs: The Associate’s right to participate in and receive benefits under the Shares Plan is conditioned upon meeting the requirements established by the Committee. The performance-based RSUs are a discretionary award that the Company has granted to benefit key employees of Common Stock subject the Company and its Subsidiaries in 2012. The Committee may or may not offer this or similar grants to employees in the future, and should it offer such a grants, the Committee may decide that the Associate may or may not be eligible to participate. Should the Company offer additional programs or benefits to Associate, it will communicate its decision to the Stock Units and Associate in a timely manner. Accordingly, the income and value of same, are not part of normal or expected compensation for any purpose; (c) parties to the future value of Agreement acknowledge that the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your abilitybenefits, if any, derived from the performance-based RSUs under the Plan refer exclusively to bring the Associate’s activities during the Performance Period (i.e., the 2012 calendar year). Further, the RSUs shall become an Earned Performance Shares as of the Earned Date upon the attainment of the pre-determined Performance Objectives set out in Targets 1 and 2 in Schedule C to the Performance-Based RSU Agreement. The determination of whether or not such predetermined Performance Objectives have been attained, in whole or in part, shall be exclusively that of the Committee. To vest in any such claimperformance-based RSUs and receive Earned Performance Shares, the Associate’s employment contract must be in full force and release NCReffect at the time of vesting as set forth in Section 3.2 of the Agreement. In the event the Associate terminates employment prior to the settlement date and is not otherwise entitled to an accelerated vesting under Section 3.2(b)-(d), its Subsidiaries the Associate understands and Affiliates, agrees that all rights to the performance-based RSUs and the Employer from any such claim; ifShares thereunder shall be forfeited the date his employment contract is no longer in force, notwithstanding the foregoing, any such claim is allowed by a court Associate’s rendering of competent jurisdiction, then, by participating in services or other contributions over the Plan, you Performance Period or thereafter. The performance-based RSUs and the Shares issued at vesting of the performance-based RSUs shall not be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal considered as part of such claim; (e) the Associate’s remuneration for purposes of determining the Stock Unitscalculation base of future indemnities, your employment whether statutory or contractual, for years of service relationship will be considered terminated as (severance) or in lieu of prior notice, pursuant to Article 172 of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Chilean Labor Code. Notifications

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

Nature of Grant. In This provision supplements Sections 3 and 12 of Exhibit A: By accepting the grantAward, you acknowledge, understand the Participant acknowledges that he or she consents to participation in the Plan and agree that: (a) has received a copy of the Stock Units Plan and the Agreement. The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to individuals who may be employees of the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that the grant will not economically or otherwise bind the Company or any of its Affiliates on an ongoing basis other than as set forth in the applicable award agreement. Consequently, the Participant understands that the Award is granted on the assumption and condition that the Award and any Shares of Common Stock subject to the Stock Units are Award shall not intended to replace become a part of any pension rights employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation; (b) or any other right whatsoever. Additionally, the Stock Units Participant understands that the vesting of the RSUs covered by the Award is expressly conditioned on the Participant’s continued and the Shares active rendering of Common Stock subject service to the Stock Units and Company or the income and value of sameEmployer, are not part of normal or expected compensation for any purpose; (c) as applicable, such that if the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (Participant’s Business Relationship ceases for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship RSUs will be considered terminated cease vesting immediately effective as of the date you are no longer actively providing services to NCR or the Employer (regardless of cessation of the reason Participant’s Business Relationship. This will be the case, for such termination and whether or not later found example, even if (i) the Participant is considered to be invalid unfairly dismissed without good cause; (ii) the Participant is dismissed for disciplinary or in objective reasons or due to a collective dismissal; (iii) the Participant’s Business Relationship ceases due to a change of work location, duties or any other employment or contractual condition; (iv) the Participant’s Business Relationship ceases due to the Company’s or any of its Affiliates’ unilateral breach of employment laws contract; or (v) the Participant’s Business Relationship ceases for any other reason whatsoever. Consequently, upon cessation of the Participant’s Business Relationship for any of the above reasons, the Participant will automatically lose any rights to the Award granted to him or her to the extent any RSUs covered by the Award were unvested on the date of cessation of the Participant’s Business Relationship, as described in the jurisdiction where you Agreement. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in Section 3 of Exhibit A. Finally, the Participant understands that this Award would not be made but for the assumptions and conditions referred to herein; thus, the Participant 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 any grant of the Award shall be null and void. Exchange Control Information The acquisition, ownership and sale of Shares under the Plan must be declared to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. The Participant must also declare ownership of any Shares by filing a Form D-6 with the Directorate of Foreign Transactions each January while the Shares are employed or owned. In addition, the terms sale of your employment agreementShares must also be declared on Form D-6 filed with the DGCI in January, if any) and unless otherwise expressly provided the sale proceeds exceed the applicable threshold (currently €1,502,530), in this Agreement or determined by NCRwhich case, your right the filing is due within one month after the sale. The Participant is required to vest in declare electronically to the Stock Units Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (including any Shares acquired under the Plan, if any, will terminate as of such date ) and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award transactions with non-Spanish residents (including whether you may still be considered any payments of Shares made to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or Participant by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect depending on the value of such accounts and instruments and the Stock Units or of any amounts due to you pursuant to the settlement amount of the Stock Units or transactions during the subsequent sale relevant year as of any Shares December 31 of Common Stock acquired upon settlementthe relevant year.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Red Hat Inc)

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.4 Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Appears in 1 contract

Samples: Restricted Stock Agreement (Group 1 Automotive Inc)

Nature of Grant. In The following provisions supplement Section 8 (Nature of the Grant) of the Option Agreement: By accepting the grantOptions, you acknowledgethe Optionee acknowledges that he or she has received a copy of the Plan. The Optionee further acknowledges, understand understands and agree that: agrees that the Company has unilaterally, gratuitously and discretionally decided to grant Options under the Plan to employees of the Company and any Affiliated Company throughout the world. The decision to grant the Options is a limited decision that is entered into upon the express assumption and condition that any Option grant will not economically or otherwise bind the Company or any Affiliated Company on an ongoing basis other than as set forth in this Option Agreement. Consequently, the Optionee understands that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with the Company or any Affiliated Company) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, the Optionee understands and freely accepts that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the Options and the Shares is unknown and unpredictable. Additionally, the Optionee understands that the vesting of the Options is expressly conditioned on his or her continued and active rendering of service to the Employer (or the Company or another Affiliated Company) such that if the Optionee’s employment terminates for any reason whatsoever, his or her Options will cease vesting as described in Article 9 of the Plan (except as expressly provided in Article 9 of the Plan). This will be the case, for example, even if (a) the Stock Units and the Shares of Common Stock Optionee is considered to be unfairly dismissed without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensationa “despido improcedente”); (b) the Stock Units and the Shares of Common Stock subject Optionee is dismissed for disciplinary or objective reasons or due to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposea collective dismissal; (c) the future value Optionee terminates service due to a change of the underlying Shares of Common Stock is unknownwork location, indeterminable and cannot be predicted with certaintyduties or any other employment or contractual condition; (d) no claim the Optionee terminates service due to the Company’s or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in Affiliated Company's unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) the Optionee’s employment terminates for purposes any other reason whatsoever. Consequently, upon termination of the Stock Units, your Optionee’s employment or service relationship will be considered terminated as for any of the above reasons, the Optionee will automatically lose any rights to the Options granted to the Optionee that were unvested on the date you are no longer actively providing services to NCR or of termination of employment and the Employer (regardless Optionee must exercise any vested portion of the reason for such Option (if at all) within the applicable post termination and whether or not later found to be invalid or exercise period, as described in breach Part I of employment laws in the jurisdiction where you are employed or Option Agreement. Finally, the terms of your employment agreement, if any) and unless otherwise expressly provided in Optionee understands that this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will grant would not be extended by any notice period (made to the Optionee but for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)assumptions and conditions referred to herein; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionthus, the Award Optionee acknowledges and the benefits evidenced by this Agreement do not create freely accepts that should any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares all of the Company; and (g) neither NCRassumptions be mistaken or should any of the conditions not be met for any reason, then any grant of the Employer nor any Subsidiary or Affiliate Options shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 1 contract

Samples: Stock Option Grant Agreement (Talend S.A.)

Nature of Grant. This provision supplements Paragraph 10 of the Award Agreement: In accepting this Restricted Stock Unit, the grantGrantee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Grantee understands that the Company has unilaterally, you acknowledgegratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be employees of the Company or a Subsidiary 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 Subsidiary. Consequently, understand the Grantee understands that this Restricted Stock Unit is granted on the assumption and agree that: (a) the condition that this Restricted Stock Units and the Shares any shares of Common Stock subject to the acquired upon vesting of this Restricted Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Unit are not part of normal any employment contract (either with the Company or expected compensation any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. In addition, the Grantee understands that this Restricted Stock Unit would not be granted to the Grantee but for the assumptions and conditions referred to herein; (c) thus, the future value Grantee acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (met for any reason whatsoeverreason, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of then the grant of this Restricted Stock Units shall be null and void. This Restricted Stock Units are a conditional right to which you are otherwise not entitledshares of Stock and will be forfeited in the case of the Grantee’s termination of employment. This will be the case even if (1) the Grantee is considered to be unfairly dismissed without good cause; (2) the Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Grantee terminates employment due to a change of work location, you irrevocably agree never duties or any other employment or contractual condition; (4) the Grantee terminates employment due to institute any claim against NCR, unilateral breach of contract of the Company or any of its Subsidiaries Subsidiaries; or Affiliates or (5) the EmployerGrantee’s employment terminates for any other reason whatsoever. Consequently, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes upon termination of the Grantee’s employment for any of the reasons set forth above, the Grantee will automatically lose any rights to the unvested Restricted Stock Units, your employment Units granted to him or service relationship will be considered terminated her as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such Grantee’s termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementemployment, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided described in the Plan or by the Company in its discretion, and the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Agreement. Notifications

Appears in 1 contract

Samples: Performance Restricted Stock Unit Award Agreement (Zendesk, Inc.)

Nature of Grant. The following provision supplements Section 10 of the Award Agreement (Nature of Grant): In accepting the grantAward, you acknowledgeconsent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Award Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that: (a) , unless otherwise expressly provided for by the Stock Company or set forth in the Award Agreement, the Units and the Shares will be cancelled without entitlement to any shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation if your employment is terminated for any purpose; (c) the future value of the underlying Shares of Common Stock is unknownreason, indeterminable and canincluding, but not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoeverlimited to: resignation, whether or not later found retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) has terminated for purposes of the Stock Units. In addition, your employment you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Units shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Motorola Solutions, Inc.)

Nature of Grant. The following section supplements Section 8(f) of the Agreement: In accepting the grantgrant of the Units, you acknowledgethe Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, understand in its sole discretion, has unilaterally and agree that: (a) gratuitously decided to grant the Stock Units under the Plan to individuals who may be employees of the Company or a Subsidiary 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 a Subsidiary on an ongoing basis except to the extent provided in the Plan and Agreement. Consequently, the Participant understands that the Units are granted on the assumption and condition that the Units and the Shares of Common Stock subject to the Stock Units are issued upon settlement shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Company or expected compensation a Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose; purposes (cincluding severance compensation) or any other right whatsoever. In addition, the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of Participant understands that the grant of Stock the Units would not be made to which you are otherwise not entitledthe Participant but for the assumptions and conditions referred to above; thus, you irrevocably agree never to institute the Participant acknowledges and freely accepts that should any claim against NCR, or all of the assumptions be mistaken or should any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, to bring then any such claim, and release NCR, its Subsidiaries and Affiliates, and grant of the Employer 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, you Units shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any void. The Participant understands and all documents necessary to request dismissal or withdrawal of such claim; (e) agrees that, for purposes purpose of the Stock UnitsAgreement, your employment or service relationship will the Participant shall cease to be considered terminated continuously employed as of the date you are the Participant is no longer actively providing services to NCR or the Employer (regardless as explained in Section 6(e) 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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless Agreement. Unless otherwise provided in the Plan Agreement, if the Participant is not continuously employed through the vesting period set forth in Section 2(a) of the Agreement, the unvested Units will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Participant’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with Cause, disciplinary dismissal adjudged or recognized to be without Cause, individual or collective dismissal adjudged or recognized to be without Cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without Cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in its discretionSections 2 and 6 of the Agreement. The Participant understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Award Participant understands, acknowledges and the benefits evidenced by this Agreement do not create freely accepts that should any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares all of the Company; and (g) neither NCRassumptions be mistaken or should any of the conditions not be met for any reason, the Employer nor any Subsidiary or Affiliate then this Unit award shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementvoid.

Appears in 1 contract

Samples: Award Agreement (Moneygram International Inc)

Nature of Grant. This provision supplements the “Nature of Grant” section of the Award Agreement: In accepting the grant, you acknowledge, understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Restricted Stock Units, your employment Awardee consents to participation in the Plan and acknowledges that he or service relationship will be considered terminated as she has received a copy of the date you are no longer actively providing services Plan. Further, Awardee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the grant Restricted Stock Units under the Plan, if any, will terminate as Plan to individuals who may be employees of such date the Company or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Award will not be extended by any notice period (for example, your period of service would not include any contractual notice period economically or otherwise bind the Company or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreementits Affiliates on an ongoing basis. Consequently, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, Awardee understands that the Award is granted on the assumption and condition that the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale shares of any Shares of Common Stock acquired upon settlement.settlement shall not become a part of any employment contract (either with the Company or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Awardee understands that this Award would not be made to Awardee but for the assumptions and conditions referred to above; thus, Awardee 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 any Award shall be null and void. Awardee also understands and agrees that, as a condition of the grant and vesting of the Restricted Stock Units, the termination of Awardee’s employment for any reason (including the reasons listed below), the Restricted Stock Units will cease vesting immediately, effective on the date of Awardee’s termination of employment. This will be the case, for example, even in the event of a termination of Awardee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Awardee acknowledges that he or she has read and specifically accepts the conditions referred to in the “Termination of Employment” and “Nature of Grant” sections of the Award Agreement. Notifications

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (Citrix Systems Inc)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the Award does not create any contractual or other right to receive future grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of samePerformance Shares, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the Award granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units Award, the amount realized upon settlement of the Award or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Award, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any Award of Performance Shares to correct for purposes of your any windfalls or shortfalls in such Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided which, in the Plan or by Committee's determination, arise from factors beyond the Company Executive's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee," as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such Award.

Appears in 1 contract

Samples: Performance Share Agreement (Grainger W W Inc)

Nature of Grant. In accepting the grant, you acknowledge, understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value The following provision supplements Section 7 of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; Agreement: Retention RSU Agreement - Ratable Vesting (d2021) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for 3 For purposes of the Stock Units, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing actually employed or otherwise rendering services to NCR or the Employer Company or, if different, the Subsidiary for which the Employee provides services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment the Employee’s Employee Agreement or other service agreement, if any) and unless ). Unless otherwise expressly provided in this extended pursuant to the terms of the Agreement or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units under the PlanUnits, if any, will terminate as of such date and (the “Termination Date”). The Termination Date will not be extended by any common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation specifically requires continued entitlement to vesting during a statutory notice period, the Employee’s right to vest in the Units, if any, will be allowed to continue for that minimum notice period (for example, your period but then immediately terminate effective as of the last day of the Employee’s minimum statutory notice period. In the event the date the Employee is no longer providing actual service would cannot include any contractual notice period or any period of “garden leave” or similar period mandated be reasonably determined under employment laws in the jurisdiction where you are employed or the terms of your employment agreementthis Agreement and/or the Program, if any); the Committee or its delegate shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Units (including whether you the Employee may still be considered to be providing services while on a leave of absence); (f) unless . Unless otherwise provided in the Plan Agreement or by the Company Company, any portion of the Units that is not vested on the Termination Date shall terminate immediately and be null and void. Unless the applicable employment standards legislation specifically requires, in its discretionthe case of the Employee, the Award and Employee will not earn or be entitled to any pro-rated vesting for that portion of time before the benefits evidenced by date on which his or her employment relationship is terminated (as determined under this Agreement do not create provision) nor will the Employee be entitled to any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable compensation for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.lost vesting. CHILE

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (AbbVie Inc.)

Nature of Grant. This provision supplements the Acknowledgement of the Nature of this Award section of the Award Agreement including this Appendix A: In accepting the grantthis Option, you acknowledge, consent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise this Option, except as provided for in the Award Agreement, the termination of your Service for any reason (including for the reasons listed below) will automatically result in the loss of this Option that has not entitledvested on the date of termination. In particular, you irrevocably understand and agree never that any unvested Option as of your termination date and any vested Option not exercised within the period set forth in the Award Agreement following your termination date will be forfeited without entitlement to institute the underlying Shares or to any claim against NCRamount as indemnification in the event of a termination by reason of, including, but not limited to: resignation, Retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant this Option under the Plan to individuals who may be employees of the Company or any of Subsidiary or Affiliate. 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 its Subsidiaries or Affiliates or on an ongoing basis other than to the Employerextent set forth in the Award Agreement. Consequently, waive your ability, if any, to bring any such claim, you understand that this Option is granted on the assumption and release NCR, its Subsidiaries and Affiliates, condition that this Option and the Employer from Shares issued upon exercise shall not become a part of any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer Service contract (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection either with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor or any Subsidiary or Affiliate Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant of this Option would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of this Option shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Appears in 1 contract

Samples: Option Award Agreement (Burger King Worldwide, Inc.)

Nature of Grant. In accepting the grant, you acknowledge, understand The Participant acknowledges and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Company at any pension rights or compensationtime; (b) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock, or benefits in lieu of Restricted Stock, even if Restricted Stock has been granted repeatedly in the Shares past; (c) all decisions with respect to future Restricted Stock grants, if any, will be at the sole discretion of Common the Company; (d) Participation in the Plan is voluntary; (e) the Restricted Stock subject to the Stock Units and the income and value of same, are is not a part of normal or expected compensation or salary for any purposepurposes, 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; (cf) the future value of the underlying Shares of Common Stock shares is unknown, indeterminable unknown and cannot be predicted with certainty; and (dg) in consideration of the grant of Restricted Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units or diminution in value of the Restricted Stock or shares received upon vesting including (without limitation) any claim or entitlement resulting from your Termination termination of Employment the Participant’s active employment by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where you are employed or Participant hereby releases the terms of your employment agreement, if any), Company and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Restricted Stock Agreement, the Plan, you Participant shall be deemed irrevocably to have agreed not waived the Participant’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Appears in 1 contract

Samples: Restricted Stock Agreement (Priceline Com Inc)

Nature of Grant. The following provision replaces Section 14 of the Agreement:2 In accepting the grantgrant of Restricted Stock Units, you acknowledge, understand and agree the Grantee acknowledges that: (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Shares of Common Stock subject to Company at any time, unless otherwise provided in the Stock Units are not intended to replace any pension rights or compensationPlan and this Agreement; (b) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the Shares past; (c) all decisions with respect to future Restricted Stock Units, if any, will be at the sole discretion of Common the Company; (d) the Grantee’s participation in the Plan will not create a right to further employment with the Grantee’s employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate the Grantee’s employment relationship; (e) the Grantee is voluntarily participating in the Plan; (f) the Restricted Stock subject Units 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 which is outside the scope of the Grantee’s employment contract, if any; (g) the Restricted Stock Units and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, 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 and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (ch) in the future value event that the Grantee is not an employee of the underlying Shares of Common Stock is unknownCompany, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Restricted Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period interpreted to form an employment contract or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection relationship with any corporate transaction affecting the Shares of the Company; and (g) neither NCRfurthermore, the grant of Restricted Stock Units will not be interpreted to form an employment contract with the Employer nor or any Subsidiary subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value affiliate of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Company;

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Ansys Inc)

Nature of Grant. This provision supplements Section 14 of the Agreement titled “Nature of Grant; No Entitlement; No Claim for Compensation”: In accepting the grantStock Units, you acknowledgethe Participant consents to participate in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant restricted stock unit awards under the Plan to individuals who may be employees of the Company or a subsidiary 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 a subsidiary. Consequently, the Participant understands that the Stock Units are granted on the assumption and condition that the Stock Units and any shares of Company Stock issued are not part of any employment contract (either with the Shares Company or any subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands that the Participant will not be entitled to continue vesting in the Stock Units after termination of Common the Participant’s employment or service. In addition, the Participant understands that the Stock subject Units would not be granted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant 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 grant of the Stock Units and any right to the Stock Units are not intended to replace any pension rights or compensation; (b) shall be null and void. Further, the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture vesting of the Stock Units resulting from your Termination is expressly conditioned on the Participant’s continued employment or service, such that upon termination of Employment (the Participant’s employment or service for any reason whatsoever, whether or not later found to be invalid the Stock Units may cease vesting immediately, in whole or in part, effective on the date of termination of the Participant’s employment or service (as determined by the Agreement). This will be the case, for example, even if (1) the Participant is dismissed for disciplinary or objective reasons; or (2) the Participant’s termination of employment or service is due to a unilateral breach of employment laws in contract by the jurisdiction where you are employed Company or the terms Participant’s employer. Consequently, upon the Participant’s termination of your employment agreement, if any), and in consideration or service for any of the grant of above reasons, the Participant may automatically lose any rights to the Stock Units to which you are otherwise the extent not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or vested on the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes date of the Stock Units, your Participant’s termination of employment or service relationship will be considered terminated service, as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Covetrus, Inc.)

Nature of Grant. In accepting the grantECP Award, you acknowledgethe Participant consents to his or her participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: discretionally decided to grant the ECP Award under the Plan to individuals who may be employees of the Company 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. Consequently, the Participant understands that the ECP Award is granted on the assumption and condition that the ECP Award and any Shares acquired upon vesting of the ECP Award are not part of any employment contract with the Company and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the ECP Award would not be granted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant expressly 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 grant of the ECP Award shall be null and void. Further, the ECP Award are a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant’s termination of Employment. This will be the case, for example, even if (a) the Stock Units and the Shares of Common Stock subject Participant is considered to the Stock Units are not intended to replace any pension rights or compensationbe unfairly terminated without good cause; (b) the Stock Units and the Shares of Common Stock subject Participant is terminated for disciplinary or objective reasons or due to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposea collective dismissal; (c) the future value Participant terminates Employment due to a change of the underlying Shares of Common Stock is unknownwork location, indeterminable and cannot be predicted with certaintyduties or any other Employment or contractual conditions; (d) no claim or entitlement the Participant terminates Employment due to compensation or damages shall arise from forfeiture unilateral breach of contract of the Stock Units resulting from your Termination of Company; or (e) the Participant’s Employment (terminates for any other reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementexcept for cause. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, Participant’s Employment for any of its Subsidiaries or Affiliates or the Employerreasons set forth above, waive your abilitythe Participant automatically may lose any rights to the unvested ECP Award granted to the Participant as of the date of the Participant’s termination of Employment, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating as described in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this ECP Award Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the ECP Award or any such benefits transferred toTerms and Conditions. BY SIGNING XXXXX, or assumed byTHE PARTICIPANT ACKNOWLEDGES, another company nor to be exchangedUNDERSTANDS AND AGREES TO THE PROVISIONS OF THE ECP TERMS AND CONDITIONS, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.THE PLAN AND THIS ADDENDUM. __________________________________ Signature __________________________________ Printed Name _____________________ Date IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF IFF SPAIN WITHIN 8 WEEKS FROM THE GRANT DATE. SWITZERLAND

Appears in 1 contract

Samples: Program Award Agreement (International Flavors & Fragrances Inc)

Nature of Grant. In The following provision supplements Section 12 of the Agreement: By accepting the grantAward, you acknowledgethe Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree in its sole discretion decided to grant Restricted Stock Units under the Plan to individuals who may be Service Providers throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Restricted Stock Units will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including the Employer, on an ongoing basis. Consequently, the Participant understands that the grant is made on the assumption and condition that the Restricted Stock Units shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. The Participant also understands that this grant would not be made but for the assumptions and conditions set forth above; thus, the Participant understands, acknowledges and freely accepts that: (a) , should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Restricted Stock Units and the Shares of Common Stock subject any right to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknownshall be null and void. The Participant understands and agrees that, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s Service for any reason (including the reasons listed below) will automatically result in the loss of the Restricted Stock Units to which you are otherwise the extent the Restricted Stock Units have not entitledvested as of date the Participant has ceased active performance of service, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating as described in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes Section 6 of the Agreement. In particular, the Participant understands and agrees that any unvested Restricted Stock Units, your employment or service relationship will be considered terminated Units as of the date you are no longer actively providing services the Participant has ceased active Service will be forfeited without entitlement to NCR the underlying Shares or to any amount of indemnification in the Employer (regardless event of the termination of the Participant’s Service by reason for such termination and whether or of, but not later found limited to, resignation, retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) and unless otherwise expressly provided in this Agreement or determined by NCRrelocation under Article 40 of the Workers’ Statute, your right to vest in Article 50 of the Stock Units under the PlanWorkers’ Statute, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or unilateral withdrawal by the Company in its discretion, the Award Employer and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares under Article 10.3 of the Company; Royal Decree 1382/1985. The Participant acknowledges that he or she has read and (g) neither NCR, specifically accepts the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value conditions referred to in Section 5 of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Logitech International S.A.)

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee’s Exhibit 10.1 employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Appears in 1 contract

Samples: Performance Share Units Agreement (Harsco Corp)

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee's ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee's employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Grantee is employed or providing services or the terms of your the Grantee's Exhibit 10.3 employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee's right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee's PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Appears in 1 contract

Samples: Performance Share Units Agreement (Harsco Corp)

Nature of Grant. In accepting the grantgrant of Restricted Stock Units, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and the Award Agreement; (b) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all decisions with respect to future grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of shares of Common Stock subject to an Award, and the vesting provisions applicable to the Award; (d) the grant of Restricted Stock Units and the Shares Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Participant’s employer or any Subsidiary and shall not interfere with the ability of the Participant’s employer to terminate his or her employment or service relationship; (e) the Participant is voluntarily participating in the Plan; (f) the Restricted Stock Units and the shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; (bg) the Restricted Stock Units and Units, the Shares shares of Common Stock subject to the Restricted Stock Units and the income and value of same, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (ch) the future value of the underlying Shares shares of Common Stock underlying the Restricted Stock Units is unknown, indeterminable and cannot be predicted with certainty; (di) no claim or entitlement to compensation or damages shall arise from forfeiture of unless otherwise determined by the Stock Units resulting from your Committee in its sole discretion, the Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you Date shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of effective from the Stock Units, your date on which active employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination ends and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will shall not be extended by any statutory or common law notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)termination period; the Committee or its delegate shall have the exclusive discretion to determine when you are no longer actively providing services the Termination Date occurs for purposes of your Award (including whether you may still be considered to be providing services while on a leave this grant of absence)Restricted Stock Units; (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.AMECURRENT 741065166.2 6-May-21 16:53

Appears in 1 contract

Samples: Award Agreement (Tenneco Inc)

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.3 considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Appears in 1 contract

Samples: Officer Restricted Stock Agreement (Group 1 Automotive Inc)

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents Exhibit 10(hh) necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Appears in 1 contract

Samples: Performance Share Units Agreement (Harsco Corp)

Nature of Grant. This provision supplements Section 1 of Appendix A: In accepting the grantRSUs, you acknowledgethe Participant consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant stock RSUs under the Stock Units Plan to individuals who may be employees of the Company or a parent or subsidiary corporation 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, the Employer, or any parent or subsidiary corporation. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and any Shares acquired upon vesting of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal any employment contract (either with the Company, the Employer, or expected compensation any parent or subsidiary corporation) and shall not be considered a mandatory benefit, salary for any purpose; purposes (cincluding severance compensation) or any other right whatsoever. Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the RSUs and the underlying Shares of Common Stock is unknownunknown and unpredictable. In addition, indeterminable and canthe Participant understands that the RSUs would not be predicted with certaintygranted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant 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 grant of 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 Participant’s termination of service or employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (d2) no claim the Participant is dismissed for disciplinary or entitlement objective reasons or due to compensation a collective dismissal; (3) the Participant terminates employment or damages shall arise from forfeiture service due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment or service due to unilateral breach of contract of the Stock Units resulting from your Termination of Employment Company, the Employer, or any parent or subsidiary corporation; or (5) the Participant’s employment or service terminates for any other reason whatsoever, whether or not later found to be invalid or in breach of employment laws except for reasons specified in the jurisdiction where you are employed or the terms of your employment agreementAgreement. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your Participant’s employment or service relationship will be considered terminated for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested RSUs granted to him or her as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such Participant’s termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementemployment, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Nike Inc)

Nature of Grant. In This section supplements Section 1 of this Exhibit C: By accepting the grantRSUs, you acknowledge, understand the Participant consents to participate in the Plan and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value acknowledges having received a copy of the underlying Shares of Common Stock is unknownPlan. The Participant understands that, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise not entitledthe RSUs, you irrevocably agree never to institute the termination of the Participant’s employment for any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating reason will automatically result in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute forfeiture of any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated RSUs that have not vested as of the date you are no longer actively providing services of termination. In particular, the Participant understands and agrees that any unvested RSUs will be forfeited without entitlement to NCR the underlying Shares or to any amount as indemnification in the Employer (regardless event of a termination of the Participant’s employment prior to vesting by reason for such termination and whether or of, including, but not later found limited to: death, disability, resignation, retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and unless under Article 10.3 of Royal Decree 1382/1985. Furthermore, the Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Company or subsidiary of the Company 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 expressly provided bind the Company or any subsidiary of the Company on an ongoing basis (other than as set forth in this Agreement or determined by NCR, your right to vest in the Stock Units under and the Plan). Consequently, if any, will terminate as the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and the related Shares shall not become a part of such date and will not be extended by any notice period employment or contract (for example, your period of service would not include any contractual notice period either with the Company or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares subsidiary of the Company; ) and shall not be considered a mandatory benefit, salary for any purposes (gincluding severance compensation) neither NCRor any other right whatsoever. In addition, the Employer nor Participant understands that the grant of the RSUs would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any Subsidiary or Affiliate all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of RSUs shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Cerence Inc.)

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Participant acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Participant has read the Plan and any RSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Award Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the RSU does not create any contractual or other right to receive future grants of RSUs, benefits in lieu of RSUs, or any other Plan benefits in the future; (iv) nothing contained in this Award Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationParticipant; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameRSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Participant is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the RSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture none of the Stock Units Company, the Employer or any of their respective Subsidiaries shall be liable for any change in value of the RSUs, the amount realized upon settlement of the RSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the RSUs, resulting from your Termination any fluctuation of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)United States Dollar/local currency foreign exchange rate, and in consideration of (ix) the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, RSUs and the underlying Shares are not granted to the Participant for prior services rendered to the Company, the Employer from or any such claim; if, notwithstanding Subsidiaries. Without limiting the generality of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of RSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such RSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementParticipant's control.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (W.W. Grainger, Inc.)

Nature of Grant. In accepting the grantAward, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended, or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units are not intended to replace any pension rights or compensationextent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future awards, or benefits in lieu of awards, even if awards have been granted in the past; c) all decisions with respect to future awards, if any, will be at the sole discretion of the Company; d) the Participant’s participation in the Plan is voluntary; e) the Award and any Stock Units and the Shares of Common Stock subject or cash underlying or acquired pursuant to the Stock Units Award, and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (cf) the future value of the Stock underlying Shares of Common Stock the Award is unknown, indeterminable and cannot be predicted with certainty; (dg) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Affiliate; h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units any portion of this Award resulting from your Termination termination of Employment the Participant’s employment relationship (for any reason whatsoever, whatsoever and regardless of whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any), and in consideration of the grant of Stock Units to which you are ; i) except as otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating stated in the Plancountry specific provisions below, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock UnitsAward, your the Participant’s employment or service relationship will be considered terminated as of the date you are the Participant is no longer actively providing services to NCR the Company or the Employer any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any) ), and unless otherwise expressly provided in this Agreement or determined by NCRthe Company, your the Participant’s right to vest in the Stock Units under the PlanAward, if any, will terminate effective as of such date and will not be extended by any notice period (for examplee.g., your the Participant’s period of service employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment the applicable laws in the jurisdiction where you are the Participant is employed or the terms of your the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services for purposes of your the Award (including whether you the Participant may still be considered to be providing services while on a leave of absence); (fj) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits under the Plan evidenced by this Agreement do not create any entitlement to have the this Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of Stock or this Award; and k) neither the Company; and (g) neither NCR, the Employer nor any Subsidiary or other Affiliate shall be liable for any foreign exchange rate fluctuation between your the Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the Stock Units Award or of any amounts due to you the Participant pursuant to the settlement of the Stock Units Award or the subsequent sale of any Shares shares of Common Stock acquired upon settlementunder the Plan.

Appears in 1 contract

Samples: Non Employee Director Restricted Stock Unit Award Agreement (Alliance Data Systems Corp)

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer 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, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (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 you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.8 considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Appears in 1 contract

Samples: Restricted Stock Agreement (Group 1 Automotive Inc)

Nature of Grant. In This provision supplements Section 8 of the Agreement: By accepting the grantPRSUs, you acknowledgeParticipant consents to participating in the Plan and acknowledges that he or she has received a copy of the Plan. Participant understands that Workday has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant PRSUs to acquire Shares under the Stock Units Plan to individuals who may be Employees, Consultants, Directors or Non-Employee Directors of Workday or any Parent or Subsidiary 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 Workday or any Parent or Subsidiary. Consequently, Participant understands that the PRSUs are granted on the assumption and condition that the PRSUs and any Shares acquired at vesting of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, PRSUs are not part of normal any employment or expected compensation service agreement (either with Workday or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, Participant understands that the PRSUs would not be granted to Participant but for the assumptions and conditions referred to herein; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim met for any reason, then any grant of or entitlement right to compensation PRSUs shall be null and void. Further, Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting in any PRSUs once Participant’s employment or damages shall arise from forfeiture service Terminates. This will be the case, for example, even in the event of the Stock Units resulting from your a Termination of Employment a Participant by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal ajudged to be with cause or adjudged/recognized to be without good cause (for any reason whatsoeveri.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether or not later found adjudged and/or recognized to be invalid with or in breach without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration or service under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statue, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statue, any of its Subsidiaries or Affiliates or unilateral withdrawal by the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court under Article 10.3 of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Royal Decree 1382/1985. Notifications

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Workday, Inc.)

Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the grantRSUs, you acknowledgethe Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of Common Stock subject to the Stock Units are RSUs shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Employer or expected compensation the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; (c) thus, the future value Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination RSUs shall be null and void. Further, the vesting of Employment (the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, whether the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or not later found employment. This will be the case, for example, even if the Participant: (a) is considered to be invalid unfairly dismissed without good cause; (b) is dismissed for disciplinary or in objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) is terminated from service or employment for purposes any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the Stock UnitsaPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH __, your employment or service relationship 2020 above reasons, the Participant will be considered terminated as of automatically lose any rights to the RSUs that were unvested on the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.termination. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement for Employees (Cardtronics PLC)

Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the grantRSUs, you acknowledgethe Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of Common Stock subject to the Stock Units are RSUs shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Employer or expected compensation the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; (c) thus, the future value Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination RSUs shall be null and void. Further, the vesting of Employment (the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, whether the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or not later found employment. This will be the case, for example, even if the Participant: (a) is considered to be invalid unfairly dismissed without good cause; (b) is dismissed for disciplinary or in objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment aPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH 30, 2020 4812-2703-0969, v. 1 or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) is terminated from service or employment for purposes any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the Stock Unitsabove reasons, your employment or service relationship the Participant will be considered terminated as of automatically lose any rights to the RSUs that were unvested on the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.termination. Notifications

Appears in 1 contract

Samples: 2007 Stock Incentive Plan (Cardtronics PLC)

Nature of Grant. In This provision supplements Section 12 of the Agreement: By accepting the grantRestricted Stock Units, you acknowledgeParticipant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. 6668698-v6\GESDMS Participant understands that the Company has unilaterally, understand gratuitously, and agree that: (a) in its sole discretion decided to grant Restricted Stock Units under the Plan to employees of the Company or its subsidiaries. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any subsidiary, other than to the extent set forth in this Agreement. Consequently, Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any shares of Stock acquired at vesting of the Shares of Common Stock subject to the Restricted Stock Units are not intended part of any employment or service contract (either with the Company or any subsidiary), and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made but for the assumptions and conditions referred to replace above; thus, Participant acknowledges and freely accepts that, should any pension rights or compensation; (b) all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Restricted Stock Units shall be null and the Shares of Common Stock subject void. Further, Participant understands that he or she will not be entitled to the continue vesting in any Restricted Stock Units and upon cessation of Participant’s employment or service. This will be the income and value case, for example, even in the event of samea termination of Participant’s employment by reason of, are but not part of normal limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjusted or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknownrecognized to be without cause, indeterminable and cannot be predicted with certainty; (d) no claim individual or entitlement to compensation collective dismissal or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoeverobjective grounds, whether adjudged or not later found recognized to be invalid or in breach without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statute, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statute, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and unilateral withdrawal by the Employer from any such claim; if, notwithstanding and under Article 10.3 of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating Royal Decree 1382/1985. Participant acknowledges that Participant has read and specifically accepts the vesting and termination conditions in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Alexion Pharmaceuticals Inc)

Nature of Grant. The following provision supplements the Nature of Grant section of the Award Agreement: In accepting the grantOptions, you acknowledgethe Grantee acknowledges that they consent to participation in the Plan and has received a copy of the Plan. ​ The Grantee understands that the Company has unilaterally, understand gratuitously, and agree that: (a) in its sole discretion decided to grant Options under the Stock Units Plan to employees, consultants, and directors 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 Subsidiary or Affiliate on an ongoing basis. Consequently, the Grantee understands that the Options are granted on the assumption and condition that the Options and any Shares of Common Stock subject to acquired under the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Plan are not part of normal any employment contract (either with the Company or expected compensation any other Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation), or any other right whatsoever. In addition, the Grantee understands that this grant would not be made but for the assumptions and conditions referred to above; (c) thus, the future value Grantee acknowledges and freely accept that, should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (met for any reason whatsoeverreason, whether then any grant of or not later found right to the Options shall be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementnull and void. ​ The Grantee understands and agrees that, if any), and in consideration as a condition of the grant of Stock Units to which you are otherwise not entitledthe Options, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or Award Agreement, the termination of the Grantee's termination of service for any reason (including the reasons listed below) will automatically result in the loss of the Options to the extent the Option has not vested and become exercisable as of the date the Grantee is no longer actively providing service. In particular, unless otherwise provided in the Plan or Award Agreement, the Grantee understands and agrees that any unvested portion of the Options as of the date the Grantee is no longer actively providing service and any vested portion of the Options not exercised within the post-termination exercise period set out in this Award Agreement will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of a termination of the Grantee's termination of service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company Service Recipient and under Article 10.3 of the Royal Decree 1382/1985. The Grantee acknowledges that they have read and specifically accept the conditions referred to in its discretion, the Award and Agreement including the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Nature of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementGrant section.

Appears in 1 contract

Samples: Share Option Award Agreement (MYT Netherlands Parent B.V.)

Nature of Grant. In accepting the grantRSUs, you acknowledge, understand the Participant acknowledges and agree agrees that: (a) the Stock Units 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, to the extent permitted under the Plan; (b) the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past; (c) all decisions with respect to future restricted stock units, if any, will be at the sole discretion of the Company; (d) the grant of the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming a service relationship with the Company or any of its affiliates and shall not interfere with the ability of the Service Recipient to terminate the Participant’s service relationship (if any); (e) the Participant is voluntarily participating in the Plan; (f) the RSUs and any Shares acquired under the Plan, and the income from and value of Common Stock subject to the Stock Units same, are not intended to replace any pension rights or compensation; (bg) the Stock Units RSUs and any Shares acquired under the Shares of Common Stock subject to the Stock Units Plan, and the income from and value of the same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ch) the future value of the Shares underlying Shares of Common Stock the RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (di) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSUs resulting from your Termination the Participant ceasing to provide services to the Company or any of Employment its affiliates (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are the Participant is employed or otherwise rendering services or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your Participant’s employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); (j) unless otherwise agreed to by the Committee shall have Company, the exclusive discretion to determine when you RSUs and any Shares acquired under the Plan, and the income from and value of the same, are no longer actively providing services for purposes not granted as consideration for, or in connection with, the service the Participant may provide as a director of your Award (including whether you may still be considered to be providing services while on a leave any of absence)the Company’s affiliates; (fk) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the CompanyCommon Stock; and (gl) neither NCRthe Company, the Employer Service Recipient nor any Subsidiary or Affiliate other affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Participant’s local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Participant pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementvesting of the RSUs.

Appears in 1 contract

Samples: Emergent BioSolutions Inc.

Nature of Grant. In This provision supplements Section 8 of the Agreement: By accepting the grantPSUs, you acknowledgeParticipant consents to participating in the Plan and acknowledges that he or she has received a copy of the Plan. Participant understands that Workday has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant PSUs to acquire Shares under the Stock Units Plan to individuals who may be Employees, Consultants, Directors or Non-Employee Directors of Workday or any Parent or Subsidiary 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 Workday or any Parent or Subsidiary. Consequently, Participant understands that the PSUs are granted on the assumption and condition that the PSUs and any Shares acquired at vesting of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, PSUs are not part of normal any employment or expected compensation service agreement (either with Workday or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, Participant understands that the PSUs would not be granted to Participant but for the assumptions and conditions referred to herein; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim met for any reason, then any grant of or entitlement right to compensation PSUs shall be null and void. Further, Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting in any PSUs once Participant’s employment or damages shall arise from forfeiture service Terminates. This will be the case, for example, even in the event of the Stock Units resulting from your a Termination of Employment (for any a Participant by reason whatsoeverof, including, but not limited to: resignation, retirement, disciplinary dismissal judged to be with or without cause, individual or collective dismissal on objective, whether or not later found adjudged and/or recognized to be invalid with or in breach without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration or service under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statue, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statue, any of its Subsidiaries or Affiliates or unilateral withdrawal by the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court under Article 10.3 of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Royal Decree 1382/1985. Notifications

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement (Workday, Inc.)

Nature of Grant. The following provision supplements Section 7 of the Agreement: In accepting the grantOptions, you acknowledgethe Optionee consents to participation in the Plan and acknowledges that he or she has received a copy of the prospectus (also referred to as the Memorandum) and that the Plan will be provided upon request. The Optionee understands that YUM! has unilaterally, understand gratuitously, and agree that: (a) in its sole discretion decided to grant Options under the Stock Units Plan to individuals who meet the eligibility requirements set forth in the Plan. The decision is a limited decision that is entered into upon the express assumption and the Shares of Common Stock subject condition that any grant will not bind YUM! or any Subsidiary or affiliate, other than to the Stock Units extent set forth in the Agreement. Consequently, the Optionee understands that the Options are not intended to replace offered on the assumption and condition that the Options and any pension rights or compensation; (b) shares acquired under the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Plan are not part of normal any employment contract (either with YUM! or expected compensation any Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose; purposes (c) including severance compensation), or any other right whatsoever. Further, the Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the Options since the future value of the underlying Shares of Common Stock shares is unknownunknown and unpredictable. In addition, indeterminable and canthe Optionee understands that this offer would not be predicted with certaintymade but for the assumptions and conditions referred to herein; (d) no claim thus, the Optionee acknowledges and freely accepts that, should any or entitlement to compensation or damages shall arise from forfeiture all of the Stock Units resulting from your Termination assumptions be mistaken or should any of Employment (the conditions not be met for any reason whatsoeverreason, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of then the grant of Stock Units to which you are otherwise not entitledthe Options shall be null and void. Further, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating Optionee understands that in the Planevent of his or her termination of employment, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of Option may cease vesting immediately effective on the date you are the Optionee is no longer actively providing services to NCR or the Employer employed (regardless as determined in accordance with Section 7(g) of the reason for such termination and whether or not later found to be invalid or in breach of employment laws Agreement), unless otherwise specifically provided in the jurisdiction where you are employed or “Effect of Death, Retirement, Total Disability and Termination of Employment” section of the terms of your employment agreementAgreement. This may be the case, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in even if (1) the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be Optionee is considered to be providing services while on a leave of absence)unfairly dismissed without good cause; (f2) unless otherwise provided the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Optionee terminates service due to a change of work location, duties or any other employment or contractual condition; (4) the Optionee terminates service due to a unilateral breach of contract by YUM! or a Subsidiary; or (5) the Optionee employment terminates for any other reason whatsoever. The Optionee acknowledges that the Optionee has read and specifically accepts the conditions referred to in the Plan or by the Company in its discretion“Exercisability,” “Effect of Death, the Award Retirement, Total Disability and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Termination of Employment” and “Nature of Grant” sections of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Yum Brands Inc)

Nature of Grant. In accepting The following provision supplements Section 1 of Appendix A: The RSUs provide for a conditional right to Underlying Shares and may be forfeited or affected by the grantRecipient’s termination of employment prior to the date the RSUs become fully vested, you acknowledgeas set forth in the Agreement. For the avoidance of doubt, understand and agree that: the Recipient’s rights, if any, to the RSUs upon termination of employment shall be determined as set forth in the Agreement, including, without limitation, where (a) the Stock Units and the Shares of Common Stock subject Recipient is deemed to the Stock Units are not intended to replace any pension rights be constructively dismissed or compensationunfairly dismissed without good cause; (b) the Stock Units and the Shares of Common Stock subject Recipient is dismissed for disciplinary or objective reasons or due to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposea collective dismissal; (c) the Recipient terminates employment due to a change of work location, duties or any other employment or contractual condition (except as otherwise expressly set forth in the Agreement); or (d) the Recipient terminates employment due to the Company’s or any of one of its Affiliates’ unilateral breach of contract. Consequently, the termination of the Recipient’s employment for any of the above reasons shall be governed by the terms of the Agreement, unless otherwise determined by the Company, in its sole discretion. By accepting the RSUs, the Recipient acknowledges that he or she understands and agrees to the terms and conditions applicable to participation in the Plan and that he or she has received a copy of the Plan. The Recipient understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to employees of the Company and its 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 Affiliate on an ongoing basis, other than as expressly set forth in the Plan and the Agreement. Consequently, the Recipient understands that any grant is given on the assumption and condition that it shall not become part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Furthermore, the Recipient understands and freely accepts that there is no guarantee that any benefit shall arise from an gratuitous and discretionary grant since the RSUs may be forfeited upon termination of employment and the future value of the underlying RSUs and the Underlying Shares of Common Stock is unknownunknown and unpredictable. In addition, indeterminable and canthe Recipient understands that this grant would not be predicted with certaintymade but for the assumptions and conditions referred to herein; (d) no claim thus, the Recipient understands, acknowledges and freely accepts that should any or entitlement to compensation or damages shall arise from forfeiture all of the Stock Units resulting from your Termination assumptions be mistaken or should any of Employment (the conditions not be met for any reason whatsoeverreason, whether then the RSUs shall be null and void. Notifications 6715667-v5\GESDMS 209867689 v10 Securities Law Information. The RSUs and the Underlying Shares issued upon vesting do not qualify under Spanish regulations as a security. No “offer of securities to the public” as defined under Spanish law has taken place or not later found to be invalid or in breach of employment laws will take place in the jurisdiction where you are employed or Spanish territory. The Plan and the terms of your employment agreementAgreement, if anyincluding Appendix A and this Appendix B, have not been nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (Spanish Securities Exchange Commission), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer 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, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (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 you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement they do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.constitute a public offering prospectus. TAIWAN

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Netscout Systems Inc)

Nature of Grant. In accepting the grantSARs, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Shares Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future SARs or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the SARs and any shares of Common Stock subject to acquired under the Stock Units Plan are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock underlying the SARs is unknown, indeterminable and cannot be predicted with certainty; (d6) if the underlying shares of Common Stock do not increase in value, the SARs will have no value; (7) if the Grantee exercises the SARs and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Base Price; (8) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SARs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any), and in consideration of the grant of Stock Units the SARs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries subsidiaries or Affiliates affiliates or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries subsidiaries and Affiliates, affiliates and the Employer 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, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e9) for purposes of the Stock UnitsSARs, your the Grantee's employment or service relationship will be Exhibit 10.4 considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its subsidiaries and affiliates (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 you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any) ), and unless otherwise expressly provided in this the Agreement or determined by NCRthe Company, your (i) the Grantee's right to vest in the Stock Units SARs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); and (ii) the Committee period (if any) during which the Grantee may exercise the SARs after such termination of the Grantee's employment or service relationship will commence on the date the Grantee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Grantee is employed or providing services or terms of the Grantee's employment or service agreement, if any; and (iii) the Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award his or her SARs grant (including whether you the Grantee may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award SARs and the benefits evidenced by this the Agreement do not create any entitlement to have the Award SARs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; the SARs and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end- of-service payments, bonuses, long-service awards, pension, or retirement or welfare benefits or similar payments; and (g12) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units SARs or of any amounts due to you the Grantee pursuant to the settlement exercise of the Stock Units SARs or the subsequent sale of any Shares shares of Common Stock acquired upon settlementexercise of the SARs.

Appears in 1 contract

Samples: Stock Appreciation Rights Agreement (Harsco Corp)

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