Common use of No Entitlement for Claims or Compensation Clause in Contracts

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 7 contracts

Samples: Award Agreement (Arconic Inc.), Special Retention Award Agreement, Award Agreement (Arconic Inc.)

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No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention AwardRestricted Share Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan acknowledges that the Participant has read and specifically accepts the vesting and termination conditions in the Award Agreement. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardRestricted Share Units, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, that the Participant will not be entitled to continue vesting in any RSUs upon cessation of the Participant’s employment or service and any unvested Special Retention Awards Restricted Share Units shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Restricted Share Units under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards Restricted Share Units will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards Restricted Share Units are granted on the assumption and condition that the Special Retention Awards Restricted Share Units shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention AwardsRestricted Share Units, which is gratuitous and discretionary, since the future value of the Special Retention Awards Restricted Share Units and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Restricted Share Units would not be made 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, the Special Retention Award Restricted Share Unit and any right to the underlying Shares shall be null and void. Notifications

Appears in 5 contracts

Samples: Restricted Share Unit Award Agreement (Howmet Aerospace Inc.), Restricted Share Unit Award Agreement (Howmet Aerospace Inc.), Award Agreement (Arconic Corp)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention AwardRestricted Share Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardRestricted Share Units, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards Restricted Share Units shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Restricted Share Units under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards Restricted Share Units will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards Restricted Share Units are granted on the assumption and condition that the Special Retention Awards Restricted Share Units shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention AwardsRestricted Share Units, which is gratuitous and discretionary, since the future value of the Special Retention Awards Restricted Share Units and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Restricted Share Units would not be made 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, the Special Retention Award Restricted Share Unit and any right to the underlying Shares shall be null and void. Notifications

Appears in 4 contracts

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

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan acknowledges that the Participant has read and specifically accepts the vesting and termination conditions in the Award Agreement. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, that the Participant will not be entitled to continue vesting in any RSUs upon cessation of the Participant’s employment or service and any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards Award will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 3 contracts

Samples: Award Agreement (Arconic Corp), Special Retention Award Agreement (Arconic Corp), Special Retention Award Agreement (Arconic Corp)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion discretionally decided to grant Special Retention Awards the PSUs under the Plan Plan, extraordinary in nature, to individuals who may be Employees of throughout the Company or a Subsidiaryworld. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Special Retention Awards grant will not economically or otherwise bind the Company or any Subsidiary, including the Employer, of its Subsidiaries on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards PSUs are granted on the assumption and condition that PSUs and the Special Retention Awards shall Shares issued pursuant to vesting of the PSUs may not become increase in value and that, in any event, are not part of any employment Participant’s ordinary or service agreement (whether with the Company or any Subsidiaryexpected compensation, including the Employer) and shall not be considered a mandatory benefitfor the purposes of determining any severance pay (indemnización por despido o cese) or compensation otherwise due in the event of resignation (dimisión) or dismissal (despido), salary compensation under any collective dismissal scheme (expediente de regulación de empleo) or for termination of services (finalización de servicios), gratuity (gratificación), compensation under any purpose non-compete covenant (including severance compensation) no concurrencia), bonus for length of services (bonus por antigüedad), pension or retirement related benefits (pensión o prestación de jubilación), compensation for early retirement (compensación por prejubilación), damages or any other right payment whatsoever. FurthermoreFurther, unless otherwise expressly provided in the Plan, Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from Participant will not be entitled to continue vesting the grant of Special Retention AwardsPSUs once Participant’s service with the Company or the relevant Subsidiary ceases. In addition, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the this grant of Special Retention Awards would not be made to Participant but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Special Retention Award and any right to the underlying Shares then PSUs shall be null and void. Notifications.

Appears in 3 contracts

Samples: Performance Stock Unit Agreement (TechnipFMC PLC), Performance Stock Unit Agreement (TechnipFMC PLC), Performance Stock Unit Agreement (TechnipFMC PLC)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 12 of Appendix A. the Performance Share Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardPerformance Shares, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Performance Shares under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Performance Shares will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Performance Shares are given on the assumption and condition that the Performance Shares shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Performance Shares, which is gratuitous and discretionary, since the future value of the Performance Shares is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Performance Shares that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall Performance Shares will be forfeited cancelled without entitlement to the underlying Shares any proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason of, including, but not limited to: resignation, death, disability, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Performance Shares would not be made 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, the Special Retention Award and any right to grant of the underlying Performance Shares shall be null and void. Notifications.

Appears in 3 contracts

Samples: Award Notice And (Hilton Worldwide Holdings Inc.), Performance Share Unit Agreement (Hilton Worldwide Holdings Inc.), Award Notice And (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” section II.G of Appendix A. the Option Agreement: By accepting the Special Retention AwardOption, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan document. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardOption, if the termination of Participant’s employment terminates, unless otherwise provided status as a Service Provider for any reason (including for the reasons listed below) prior to the vesting date will automatically result in the Award Agreement or by loss of the Companyunvested Options that may have been granted to Participant. In particular, Participant understands and agrees that any unvested Special Retention Awards Options shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a terminationtermination of status as a Service Provider, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causecause (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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Options under the Plan to individuals who may be Employees of Employees, Directors or Consultants throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards Options will not economically or otherwise bind the Company or any SubsidiaryRelated Entity, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Option Agreement. Consequently, the Participant understands that the Special Retention Awards Options are granted on the assumption and condition that the Special Retention Awards Option shall not become part of any employment or service agreement contract (whether with the Company or any SubsidiaryRelated Entity, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awardsthe Option, which is gratuitous and discretionary, since the future value of the Special Retention Awards Option and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards the Option would not be made 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, the Special Retention Award Option and any right to the underlying Shares shall be null and void. Notifications.

Appears in 2 contracts

Samples: Global Stock Option Agreement (Dolby Laboratories, Inc.), Global Stock Option Agreement (Dolby Laboratories, Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” section II.G of Appendix A. the Option Agreement: By accepting the Special Retention AwardOption, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan document. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardOption, if the termination of Participant’s employment terminates, unless otherwise provided status as a Service Provider for any reason (including for the reasons listed below) prior to the vesting date will automatically result in the Award Agreement or by loss of the Companyunvested Options that may have been granted to Participant. In particular, Participant understands and agrees that any unvested Special Retention Awards Options shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a terminationtermination of status as a Service Provider, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Options under the Plan to individuals who may be Employees of Employees, Directors or Consultants throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards Options will not economically or otherwise bind the Company or any SubsidiaryParent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Option Agreement. Consequently, the Participant understands that the Special Retention Awards Options are granted on the assumption and condition that the Special Retention Awards Option shall not become part of any employment or service agreement contract (whether with the Company or any SubsidiaryParent, 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. Furthermore, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of Special Retention Awardsthe Option, which is gratuitous and discretionary, since the future value of the Special Retention Awards Option and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards the Option would not be made 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, the Special Retention Award Option and any right to the underlying Shares shall be null and void. Notifications.

Appears in 2 contracts

Samples: Stock Option Agreement (Dolby Laboratories, Inc.), Stock Option Agreement (Dolby Laboratories, Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention Award, the Participant consents to participation in the Plan Section 3(a) and acknowledges that Participant has received a copy Section 3(c) of the Plan. Agreement: The Participant Grantee understands and agrees that, as a condition of the grant of the Special Retention AwardRSUs, if the Participanttermination of the Grantee’s employment terminates, unless otherwise provided status as an Employee prior to the Vesting Date will automatically result in the Award Agreement loss of the unvested RSUs that may have been granted to the Grantee, except in the event of the Employee's death or by Disability. In particular, the Company, Grantee understands and agrees that any unvested Special Retention Awards RSUs shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a terminationtermination of status as an Employee, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without causegood 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 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 Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards RSUs under the Plan to individuals who may be Employees of or Directors throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards RSUs will not economically or otherwise bind the Company or any SubsidiarySubsidiary or Affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant Grantee understands that the Special Retention Awards RSUs are granted on the assumption and condition that the Special Retention Awards RSUs shall not become part of any employment or service agreement contract (whether with the Company or any SubsidiarySubsidiary 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. Furthermore, the Participant Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of Special Retention AwardsRSUs, which is gratuitous and discretionary, since the future value of the Special Retention Awards RSUs and the underlying Shares is unknown and unpredictable. The Participant Grantee also understands that the grant of Special Retention Awards RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant Grantee 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 Special Retention Award RSUs and any right to the underlying Shares shall be null and void. Notifications.

Appears in 2 contracts

Samples: Restricted Stock Unit Award Agreement (Acuity Brands Inc), Restricted Stock Unit Award Agreement (Acuity Brands Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan acknowledges that the Participant has read and specifically accepts the vesting and termination conditions in the Award Agreement. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, that the Participant will not be entitled to continue vesting in any Special Retention Awards upon cessation of the Participant’s employment or service and any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 2 contracts

Samples: Stock Incentive Plan Special Retention Award Agreement, Special Retention Award Agreement (Howmet Aerospace Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. A: By accepting the Special Retention AwardStock Option, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardStock Option, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards Stock Options shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Stock Options under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards grant will not economically or otherwise bind the Company or any Subsidiaryits Subsidiaries, including the Employer, on an ongoing basis, other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are Stock Option is granted on the assumption and condition that the Special Retention Awards shall Stock Option and any Shares issued upon exercise are not become part of any employment or service agreement (whether either with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including 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 Special Retention Awardsthe Stock Option, which is gratuitous and discretionary, since the future value of the Special Retention Awards Stock Option and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards the Stock Option would not be made 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, the Special Retention Award Stock Option and any right to the underlying Shares shall be null and void. Notifications

Appears in 2 contracts

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

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 13 of Appendix A. the Performance Stock Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardPerformance Shares, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Performance Shares under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Performance Shares will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Performance Shares are given on the assumption and condition that the Performance Shares shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Performance Shares, which is gratuitous and discretionary, since the future value of the Performance Shares is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Performance Shares that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall Performance Shares will be forfeited cancelled without entitlement to the underlying Shares any proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason of, including, but not limited to: resignation, death, disability, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Performance Shares would not be made 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, the Special Retention Award and any right to grant of the underlying Performance Shares shall be null and void. Notifications.

Appears in 2 contracts

Samples: Award Noticeand Performance Share Unit Agreement (Hilton Worldwide Holdings Inc.), Award Noticeand Performance Share Unit Agreement (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardPRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards PRSUs under the Plan to individuals who may be Consultants, Directors and Employees of throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards PRSUs will not economically or otherwise bind the Company Company, the Employer or any Subsidiaryof their respective Parents, including the Employer, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands you understand that the Special Retention Awards PRSUs are granted on the assumption and condition that the Special Retention Awards shall PRSUs are not, and will not become become, part of any employment or service agreement contract (whether with the Company Company, the Employer or any Subsidiaryof their respective Parents, including the EmployerSubsidiaries or Affiliates) and shall will not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands you understand and freely accepts accept that there is no guarantee that any benefit whatsoever shall will arise from the grant of Special Retention AwardsPRSUs, which is gratuitous and discretionary, since the future value of the Special Retention Awards PRSUs and the underlying Shares is unknown and unpredictable. The Participant You also understands understand that the this grant of Special Retention Awards PRSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understandsyou understand, acknowledges acknowledge and freely accepts accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Special Retention Award PRSUs and any right to the underlying Shares shall will be null and void. Further, the vesting of the PRSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any reason whatsoever, your PRSUs cease vesting immediately effective the date of your termination of your status as a Service Provider. This will be the case, for example and without limitation, even if (i) you are considered to be unfairly dismissed without good cause, (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal, (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition, (iv) you terminate service due to the Company’s, the Employer’s or any of their respective Parents’, Subsidiaries’ or Affiliates’ unilateral breach of contract, or (v) your status as a Service Provider terminates for any other reason whatsoever. Consequently, upon termination of your status as a Service Provider for any of the above reasons, you will automatically lose any rights to PRSUs granted to you that were unvested on the date of termination of your status as a Service Provider, as described in the Plan or Agreement. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards RSUs under the Plan to individuals who may be Consultants, Directors and Employees of throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards RSUs will not economically or otherwise bind the Company Company, Exhibit 10.79 the Employer or any Subsidiaryof their respective Parents, including the Employer, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands you understand that the Special Retention Awards RSUs are granted on the assumption and condition that the Special Retention Awards shall RSUs are not, and will not become become, part of any employment or service agreement contract (whether with the Company Company, the Employer or any Subsidiaryof their respective Parents, including the EmployerSubsidiaries or Affiliates) and shall will not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands you understand and freely accepts accept that there is no guarantee that any benefit whatsoever shall will arise from the grant of Special Retention AwardsRSUs, which is gratuitous and discretionary, since the future value of the Special Retention Awards RSUs and the underlying Shares is unknown and unpredictable. The Participant You also understands understand that the this grant of Special Retention Awards RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understandsyou understand, acknowledges acknowledge and freely accepts accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Special Retention Award RSUs and any right to the underlying Shares shall will be null and void. Further, the vesting of the RSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any reason whatsoever, your RSUs cease vesting immediately effective the date of your termination of your status as a Service Provider. This will be the case, for example and without limitation, even if (i) you are considered to be unfairly dismissed without good cause, (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal, (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition, (iv) you terminate service due to the Company’s, the Employer’s or any of their respective Parents’, Subsidiaries’ or Affiliates’ unilateral breach of contract, or (v) your status as a Service Provider terminates for any other reason whatsoever. Consequently, upon termination of your status as a Service Provider for any of the above reasons, you will automatically lose any rights to RSUs granted to you that were unvested on the date of termination of your status as a Service Provider, as described in the Plan or Agreement. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 16 of Appendix A. the Agreement (Nature of Grant): By accepting the Special Retention AwardOption, the Participant Optionee consents to participation in the Plan and acknowledges that Participant he or she has received a copy of the PlanPlan document. The Participant Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Options under the Plan to Employees throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Option will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Optionee understands that the grant of Option is being made on the assumption and condition that the Option shall not become part of any employment contract (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of Option, which is gratuitous and discretionary, since the future value of the Option and the underlying Shares is unknown and unpredictable. The Optionee understands and agrees that, as a condition of the grant of the Special Retention AwardOption, if termination of the ParticipantOptionee’s employment terminatesfor any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any Option that may have been granted to the Optionee and that was not fully vested on the date of termination of the Optionee’s employment. In particular, the Optionee understands and agrees that, unless otherwise expressly provided for by the Company in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall Option will be forfeited cancelled without entitlement to the underlying Shares or to any amount as indemnification in if the event of a terminationOptionee terminates employment 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 causegood 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 good 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 Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant Optionee also understands that the grant of Special Retention Awards Option would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant Optionee 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 Special Retention Award grant of the Option and any right to the underlying Shares shall be null and void. NotificationsNOTIFICATIONS

Appears in 1 contract

Samples: Realnetworks Inc

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardPRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant PRSUs under the Plan to individuals who may be Consultants, Directors and Employees throughout the world. The Participant understands decision is limited and agrees thatentered into based upon the express assumption and condition that any PRSUs will not economically or otherwise bind the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the PRSUs are granted on the assumption and condition that the PRSUs are not, and will not become, part of any employment contract (whether with the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates) and shall not be considered a condition of mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever will arise from the grant of PRSUs, which is gratuitous and discretionary, since the Special Retention Awardfuture value of the PRSUs and the underlying Shares is unknown and unpredictable. You also understand that this grant of PRSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, if you understand, acknowledge and freely accept that, should any or all of the Participant’s employment terminatesassumptions be mistaken or any of the conditions not be met for any reason, unless otherwise provided in the Award Agreement or by the Company, PRSUs and any unvested Special Retention Awards shall be forfeited without entitlement right to the underlying Shares or to will be null and void. 2018 Global PRSU Agreement (SVP and Above) – Approved February 2018 Further, the vesting of the PRSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any amount reason whatsoever, your PRSUs cease vesting immediately effective the date of your termination of your status as indemnification in the event of a termination, Service Provider 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 causecause (i.e., subject to a “despido improcedente”), individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or 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, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards RSUs under the Plan to individuals who may be Consultants, Directors and Employees of throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards RSUs will not economically or otherwise bind the Company Company, the Employer or any Subsidiaryof their respective Parents, including the Employer, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands you understand that the Special Retention Awards RSUs are granted on the assumption and condition that the Special Retention Awards shall RSUs are not, and will not become become, part of any employment or service agreement contract (whether with the Company Company, the Employer or any Subsidiaryof their respective Parents, including the EmployerSubsidiaries or Affiliates) and shall will not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands you understand and freely accepts accept that there is no guarantee that any benefit whatsoever shall will arise from the grant of Special Retention AwardsRSUs, which is gratuitous and discretionary, since the future value of the Special Retention Awards RSUs and the underlying Shares is unknown and unpredictable. The Participant You also understands understand that the this grant of Special Retention Awards RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understandsyou understand, acknowledges acknowledge and freely accepts accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Special Retention Award RSUs and any right to the underlying Shares shall will be null and void. Further, the vesting of the RSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any reason whatsoever, your RSUs cease vesting immediately effective the date of your termination of your status as a Service Provider. This will be the case, for example and without limitation, even if (i) you are considered to be unfairly dismissed without good cause, (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal, (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition, (iv) you terminate service due to the Company’s, the Employer’s or any of their respective Parents’, Subsidiaries’ or Affiliates’ unilateral breach of contract, or (v) your status as a Service Provider terminates for any other reason whatsoever. Consequently, upon termination of your status as a Service Provider for any of the above reasons, you will automatically lose any rights to RSUs granted to you that were unvested on the date of termination of your status as a Service Provider, as described in the Plan or Agreement. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 11 of Appendix A. the Restricted Stock Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardRSUs, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of RSUs under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the RSUs are given on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 RSUs, which is gratuitous and discretionary, since the future value of the RSUs is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall RSUs will be forfeited cancelled without entitlement to the underlying Shares any proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason Appendix C - 11 of, including, but not limited to: resignation, death, disability, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards RSUs would not be made 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, the Special Retention Award and any right to grant of the underlying Shares RSUs shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 11 of Appendix A. the Restricted Stock Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardRSUs, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of RSUs under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the RSUs are given on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 RSUs, which is gratuitous and discretionary, since the future value of the RSUs is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall RSUs will be forfeited cancelled without entitlement to the underlying Shares any proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason of, including, but not limited to: resignation, death, disability, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards RSUs would not be made 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, the Special Retention Award and any right to grant of the underlying Shares RSUs shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardPRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant PRSUs under the Plan to individuals who may be Consultants, Directors and Employees throughout the world. The Participant understands decision is limited and agrees thatentered into based upon the express assumption and condition that any PRSUs will not economically or otherwise bind the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the PRSUs are granted on the assumption and condition that the PRSUs are not, and will not become, part of any employment contract (whether with the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates) and shall not be considered a condition of mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever will arise from the grant of PRSUs, which is gratuitous and discretionary, since the Special Retention Awardfuture value of the PRSUs and the underlying Shares is unknown and unpredictable. You also understand that this grant of PRSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, if you understand, acknowledge and freely accept that, should any or all of the Participant’s employment terminatesassumptions be mistaken or any of the conditions not be met for any reason, unless otherwise provided in the Award Agreement or by the Company, PRSUs and any unvested Special Retention Awards shall be forfeited without entitlement right to the underlying Shares or to will be null and void. Exhibit 10.90 Further, the vesting of the PRSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any amount reason whatsoever, your PRSUs cease vesting immediately effective the date of your termination of your status as indemnification in the event of a termination, Service Provider 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 causecause (i.e., subject to a “despido improcedente”), individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or 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, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

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No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals who may be Consultants, Directors and Employees throughout the world. The Participant understands decision is limited and agrees thatentered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the RSUs are granted on the assumption and condition that the RSUs are not, and will not become, part of any employment contract (whether with the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates) and shall not be considered a condition of mandatory benefit or salary for any purpose (including severance compensation) or any 2018 Global RSU Agreement (SVP and Above) – Approved February 2018 other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever will arise from the grant of RSUs, which is gratuitous and discretionary, since the Special Retention Awardfuture value of the RSUs and the underlying Shares is unknown and unpredictable. You also understand that this grant of RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, if you understand, acknowledge and freely accept that, should any or all of the Participant’s employment terminatesassumptions be mistaken or any of the conditions not be met for any reason, unless otherwise provided in the Award Agreement or by the Company, RSUs and any unvested Special Retention Awards shall be forfeited without entitlement right to the underlying Shares or to will be null and void. Further, the vesting of the RSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any amount reason whatsoever, your RSUs cease vesting immediately effective the date of your termination of your status as indemnification in the event of a termination, Service Provider 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 causecause (i.e., subject to a “despido improcedente”), individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or 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, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: 2018 Global Rsu Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention AwardStock Option, the Participant Optionee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Stock Options under the Plan to individuals who may be Employees employees of the Employer, the Company or a Subsidiaryits other Affiliates throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Special Retention Awards Stock Option will not economically or otherwise bind the Employer, the Company or any Subsidiary, including the Employer, its other ACTIVE/103046236.5 Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant Optionee understands that the Special Retention Awards Stock Options are granted on the assumption and condition that the Special Retention Awards Sock Option and the shares of Stock acquired upon settlement shall not become a part of any employment or service agreement contract (whether either with the Employer, the Company or any Subsidiary, including the Employerof its other Affiliates) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Stock Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Special Retention Award and then any right to the underlying Shares grant of Stock Options shall be null and void. Further, the vesting of the Stock Options is expressly conditioned on the Optionee’s continued employment, such that if the Optionee’s status as an employee terminates for any reason whatsoever, the Stock Options may, subject to the terms of the Option Agreement, cease vesting immediately, in whole or in part, effective on the date of the Optionee ceases to be an employee. This will be the case, for example, unless otherwise provided for in the Option Agreement, even if (a) the Optionee is considered to be unfairly dismissed without good cause; (b) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Optionee ceases to be an employee due to a change of work location, duties or any other employment or contractual condition; (d) the Optionee ceases to be an employee due to a unilateral breach of contract by the Employer, the Company or its other Affiliates; or (e) the Optionee ceases to be an employee for any other reason whatsoever. Consequently, once the Optionee ceases to be an employee any of the above reasons, the Optionee may automatically lose any rights to Stock Options that were not vested on the date of the Optionee’s termination of employment, as described in the Plan and the Agreement. The Optionee acknowledges that he or she has read and specifically accepts the conditions referred to in Paragraphs 3 and 7 of the Option Agreement. Notifications

Appears in 1 contract

Samples: Global Stock Option (Guidewire Software, Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. A: By accepting the Special Retention Award, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan acknowledges that the Participant has read and specifically accepts the vesting and termination conditions in the Award Agreement. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, that the Participant will not be entitled to continue vesting in any Special Retention Awards upon cessation of the Participant’s employment or service and any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: Stock Incentive Plan Special Retention Award Agreement (Howmet Aerospace Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards RSUs under the Plan to individuals who may be Consultants, Directors and Employees of throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards RSUs will not economically or otherwise bind the Company Company, the Employer or any Subsidiaryof their respective Parents, including the Employer, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands you understand that the Special Retention Awards RSUs are granted on the assumption and condition that the Special Retention Awards shall RSUs are not, and will not become become, part of any employment or service agreement contract (whether with the Company Company, the Employer or any Subsidiaryof their respective Parents, including the EmployerSubsidiaries or Affiliates) and shall will not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands you understand and freely accepts accept that there is no guarantee that any benefit whatsoever shall will arise from the grant of Special Retention AwardsRSUs, which is gratuitous and discretionary, since the future value of the Special Retention Awards RSUs and the underlying Shares is unknown and unpredictable. The Participant You also understands understand that the this grant of Special Retention Awards RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understandsyou understand, acknowledges acknowledge and freely accepts accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Special Retention Award RSUs and any right to the underlying Shares shall will be null and void. 18 Further, the vesting of the RSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any reason whatsoever, your RSUs cease vesting immediately effective the date of your termination of your status as a Service Provider. This will be the case, for example and without limitation, even if (i) you are considered to be unfairly dismissed without good cause, (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal, (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition, (iv) you terminate service due to the Company’s, the Employer’s or any of their respective Parents’, Subsidiaries’ or Affiliates’ unilateral breach of contract, or (v) your status as a Service Provider terminates for any other reason whatsoever. Consequently, upon termination of your status as a Service Provider for any of the above reasons, you will automatically lose any rights to RSUs granted to you that were unvested on the date of termination of your status as a Service Provider, as described in the Plan or Agreement. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention AwardRestricted Stock Units, the Participant Grantee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant Grantee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Restricted Stock Units under the Plan to individuals who may be Employees employees of the Employer, the Company or a Subsidiaryits other Affiliates throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Special Retention Awards Restricted Stock Units will not economically or otherwise bind the Employer, the Company or any Subsidiary, including the Employer, its other Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant Grantee understands that the Special Retention Awards Restricted Stock Units are granted on the assumption and condition that the Special Retention Awards Restricted Stock Units and the shares of Stock acquired upon settlement shall not become a part of any employment or service agreement contract (whether either with the Employer, the Company or any Subsidiary, including the Employerof its other Affiliates) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant Grantee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Restricted Stock Units would not be made to the Grantee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Grantee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Special Retention Award and then any right to the underlying Shares grant of Restricted Stock Units shall be null and void. Further, the vesting of the Restricted Stock Units is expressly conditioned on the Grantee’s continued employment, such that if the Grantee’s status as an employee terminates for any reason whatsoever, the Restricted Stock Units may cease vesting immediately, in whole or in part, effective on the date of the Grantee ceases to be an employee. This will be the case, for example, even if (a) the Grantee is considered to be unfairly dismissed without good cause; (b) the Grantee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Grantee ceases to be an employee due to a change of work location, duties or any other employment or contractual condition; (d) the Grantee ceases to be an employee due to a unilateral breach of contract by the Employer, the Company or its other Affiliates; or (e) the Grantee ceases to be an employee for any other reason whatsoever. Consequently, once the Grantee ceases to be an employee any of the above reasons, the Grantee may automatically lose any rights to Restricted Stock Units that were not vested on the date of the Grantee’s termination of employment, as described in the Plan and the Agreement. The Grantee acknowledges that he or she has read and specifically accepts the conditions referred to in Paragraph 11 of the RSU Agreement. Notifications

Appears in 1 contract

Samples: Global Restricted Stock Unit Award Agreement for Company Employees (Guidewire Software, Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention AwardStock Option, the Participant Optionee acknowledges that he or she consents to participation in the Plan and acknowledges that Participant has received a copy of the Plan. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant Optionee understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Stock Options under the Plan to individuals who may be Employees employees of the Employer, the Company or a Subsidiaryits other Affiliates throughout the world. The decision is a limited and decision that is entered into based upon the express assumption and condition that any Special Retention Awards Stock Option will not economically or otherwise bind the Employer, the Company or any Subsidiary, including the Employer, its other Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant Optionee understands that the Special Retention Awards Stock Options are granted on the assumption and condition that the Special Retention Awards Sock Option and the shares of Stock acquired upon settlement shall not become a part of any employment or service agreement contract (whether either with the Employer, the Company or any Subsidiary, including the Employerof its other Affiliates) and shall not be considered a mandatory benefit, salary for any purpose purposes (including severance compensation) or any other right whatsoever. FurthermoreIn addition, the Participant Optionee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the grant of Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Stock Option would not be made to the Optionee but for the assumptions and conditions set forth hereinabovereferred to above; thus, the Participant understands, Optionee acknowledges and freely accepts that, that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the Special Retention Award and then any right to the underlying Shares grant of Stock Options shall be null and void. Further, the vesting of the Stock Options is expressly conditioned on the Optionee’s continued employment, such that if the Optionee’s status as an employee terminates for any reason whatsoever, the Stock Options may, subject to the terms of the Option Agreement, cease vesting immediately, in whole or in part, effective on the date of the Optionee ceases to be an employee. This will be the case, for example, unless otherwise provided for in the Option Agreement, even if (a) the Optionee is considered to be unfairly dismissed without good cause; (b) the Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Optionee ceases to be an employee due to a change of work location, duties or any other employment or contractual condition; (d) the Optionee ceases to be an employee due to a unilateral breach of contract by the Employer, the Company or its other Affiliates; or (e) the Optionee ceases to be an employee for any other reason whatsoever. Consequently, once the Optionee ceases to be an employee any of the above reasons, the Optionee may automatically lose any rights to Stock Options that were not vested on the date of the Optionee’s termination of employment, as described in the Plan and the Agreement. The Optionee acknowledges that he or she has read and specifically accepts the conditions referred to in Paragraphs 3 and 8 of the Option Agreement. Notifications

Appears in 1 contract

Samples: Global Stock Option Agreement (Guidewire Software, Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals who may be Consultants, Directors and Employees throughout the world. The Participant understands decision is limited and agrees thatentered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the RSUs are granted on the assumption and condition that the RSUs are not, and will not become, part of any employment contract (whether with the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates) and shall not be considered a condition of mandatory benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever will arise from the grant of RSUs, which is gratuitous and discretionary, since the Special Retention Awardfuture value of the RSUs and the underlying Shares is unknown and unpredictable. You also understand that this grant of RSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, if you understand, acknowledge and freely accept that, should any or all of the Participant’s employment terminatesassumptions be mistaken or any of the conditions not be met for any reason, unless otherwise provided in the Award Agreement or by the Company, RSUs and any unvested Special Retention Awards shall be forfeited without entitlement right to the underlying Shares or to will be null and void. Exhibit 10.89 Further, the vesting of the RSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any amount reason whatsoever, your RSUs cease vesting immediately effective the date of your termination of your status as indemnification in the event of a termination, Service Provider 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 causecause (i.e., subject to a “despido improcedente”), individual or collective layoff dismissal on objective grounds, whether adjudged to be with cause or 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, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards would not be made 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, the Special Retention Award and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 11 of Appendix A. the Restricted Stock Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardRSUs, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of RSUs under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth Appendix D - 11 in the Agreement. Consequently, the Participant understands that the RSUs are given on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 RSUs, which is gratuitous and discretionary, since the future value of the RSUs is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall RSUs will be forfeited cancelled without entitlement to the underlying Shares cash proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason of, including, but not limited to: resignation, death, disability, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards RSUs would not be made 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, the Special Retention Award and any right to grant of the underlying Shares RSUs shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 11 of Appendix A. the Restricted Stock Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardRSUs, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of RSUs under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the RSUs are given on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 RSUs, which is gratuitous and discretionary, since the future value of the RSUs is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to the Participant and that were not fully vested on the date of termination of employment. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall RSUs will be forfeited cancelled without entitlement to the underlying Shares any proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason of, including, but not limited to: resignation, death, disability, 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, Appendix C - 11 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 Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards RSUs would not be made 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, the Special Retention Award and any right to grant of the underlying Shares RSUs shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” This provision supplements Section 12 of Appendix A. the Performance Share Unit Agreement and Section 2 of the Terms and Conditions for Non-U.S. Participants: By accepting the Special Retention AwardPerformance Shares, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the PlanPlan document. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to make grants of Performance Shares under the Plan to individuals who may be employees of the Company or other members of the Company Group throughout the world. The decision is limited and entered into based upon the express assumption and condition that any Performance Shares will not economically or otherwise bind the Company or any other member of the Company Group, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the Participant understands that the Performance Shares are given on the assumption and condition that the Performance Shares shall not become part of any employment contract (whether with the Company or any other member of the Company Group, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Performance Shares, which is gratuitous and discretionary, since the future value of the Performance Shares is unknown and unpredictable. The Participant understands and agrees that, as a condition of unless otherwise expressly set forth in the grant of the Special Retention AwardAgreement, if the Participant’s termination of employment terminatesfor any reason (including for the reasons listed below) will automatically result in the cancellation and loss of any Performance Shares that may have been granted to the Participant and that were not fully vested on the Termination Date. In particular, the Participant understands and agrees that, unless otherwise provided expressly set forth in the Award Agreement or by Agreement, the Company, any unvested Special Retention Awards shall Performance Shares will be forfeited cancelled without entitlement to the underlying Shares any proceeds or to any amount as indemnification in if the event of a terminationParticipant terminates employment by reason of, including, but not limited to: resignation, death, disability, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are granted on the assumption and condition that the Special Retention Awards shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention Awards, which is gratuitous and discretionary, since the future value of the Special Retention Awards and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Performance Shares would not be made 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, the Special Retention Award and any right to grant of the underlying Performance Shares shall be null and void. Notifications.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Hilton Worldwide Holdings Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. A: By accepting the Special Retention AwardStock Option, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan and acknowledges that the Participant has read and specifically accepts the vesting and termination conditions in the Award Agreement. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardStock Option, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, that the Participant will not be entitled to continue vesting in any Stock Options upon cessation of the Participant’s employment or service and any unvested Special Retention Awards Stock Options shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Stock Options under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards grant will not economically or otherwise bind the Company or any Subsidiaryits Subsidiaries, including the Employer, on an ongoing basis, other than as expressly to the extent set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards are Stock Option is granted on the assumption and condition that the Special Retention Awards shall Stock Option and any Shares issued upon exercise are not become part of any employment or service agreement (whether either with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose purposes (including 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 Special Retention Awardsthe Stock Option, which is gratuitous and discretionary, since the future value of the Special Retention Awards Stock Option and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards the Stock Option would not be made 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, the Special Retention Award Stock Option and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: Global Stock Option Award Agreement (Howmet Aerospace Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” of Appendix A. By accepting the Special Retention AwardRestricted Share Units, the Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the PlanPlan acknowledges that the Participant has read and specifically accepts the vesting and termination conditions in the Award Agreement. The Participant understands and agrees that, as a condition of the grant of the Special Retention AwardRestricted Share Units, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, that the Participant will not be entitled to continue vesting in any Restricted Share Units upon cessation of the Participant’s employment or service and any unvested Special Retention Awards Restricted Share Units shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards Restricted Share Units under the Plan to individuals who may be Employees of the Company or a Subsidiary. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards Restricted Share Units will not economically or otherwise bind the Company or any Subsidiary, including the Employer, on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands that the Special Retention Awards Restricted Share Units are granted on the assumption and condition that the Special Retention Awards Restricted Share Units shall not become part of any employment or service agreement (whether with the Company or any Subsidiary, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including 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 Special Retention AwardsRestricted Share Units, which is gratuitous and discretionary, since the future value of the Special Retention Awards Restricted Share Units and the underlying Shares is unknown and unpredictable. The Participant also understands that the grant of Special Retention Awards Restricted Share Units would not be made 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, the Special Retention Award Restricted Share Unit and any right to the underlying Shares shall be null and void. Notifications

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Howmet Aerospace Inc.)

No Entitlement for Claims or Compensation. The following provisions supplement paragraph A “Termination” provision supplements Section 7 of Appendix A. the Terms and Conditions: By accepting the Special Retention AwardPRSUs, the Participant consents you consent to participation in the Plan and acknowledges acknowledge that Participant has you have received a copy of the PlanPlan documents. The Participant understands and agrees that, as a condition of the grant of the Special Retention Award, if the Participant’s employment terminates, unless otherwise provided in the Award Agreement or by the Company, any unvested Special Retention Awards shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination, including, but not limited to: resignation, 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. The Participant understands You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Special Retention Awards PRSUs under the Plan to individuals who may be Consultants, Directors and Employees of throughout the Company or a Subsidiaryworld. The decision is limited and entered into based upon the express assumption and condition that any Special Retention Awards PRSUs will not economically or otherwise bind the Company Company, the Employer or any Subsidiaryof their respective Parents, including the Employer, Subsidiaries or Affiliates on an ongoing basis, other than as expressly set forth in the Award Agreement. Consequently, the Participant understands you understand that the Special Retention Awards PRSUs are granted on the assumption and condition that the Special Retention Awards shall PRSUs are not, and will not become become, part of any employment or service agreement contract (whether with the Company Company, the Employer or any Subsidiaryof their respective Parents, including the EmployerSubsidiaries or Affiliates) and shall will not be considered a mandatory benefit, benefit or salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, the Participant understands you understand and freely accepts accept that there is no guarantee that any benefit whatsoever shall will arise from the grant of Special Retention AwardsPRSUs, which is gratuitous and discretionary, since the future value of the Special Retention Awards PRSUs and the underlying Shares is unknown and unpredictable. The Participant You also understands understand that the this grant of Special Retention Awards PRSUs would not be made but for the assumptions and conditions set forth hereinabove; thus, the Participant understandsyou understand, acknowledges acknowledge and freely accepts accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Special Retention Award PRSUs and any right to the underlying Shares shall will be null and void. NotificationsFurther, the vesting of the PRSUs is expressly conditioned on your status as an active Service Provider, such that if your status as a Service Provider terminates for any reason whatsoever, your PRSUs cease vesting immediately effective the date of your termination of your status as a Service Provider. This will be the case, for example and without limitation, even if (i) you are considered to be unfairly dismissed without good cause, (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal, (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition, (iv) you terminate service due to the Company’s, the Employer’s or any of their respective Parents’, Subsidiaries’ or Affiliates’ unilateral breach of contract, or (v) your status as a Service Provider terminates for any other reason whatsoever. Consequently, upon termination of your status as a Service Provider for any of the above reasons, you will automatically lose any rights to PRSUs granted to you that were unvested on the date of termination of your status as a Service Provider, as described in the Plan or Agreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Advanced Micro Devices Inc)

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