Optionee Acknowledgments Sample Clauses
The "Optionee Acknowledgments" clause serves to confirm that the optionee—typically the party receiving an option, such as to purchase property or shares—understands and agrees to specific terms and conditions related to the option agreement. This clause may require the optionee to acknowledge receipt of disclosures, awareness of deadlines, or understanding of their rights and obligations under the agreement. By obtaining these acknowledgments, the clause helps prevent future disputes by ensuring the optionee cannot later claim ignorance of key terms, thereby promoting transparency and legal certainty in the transaction.
Optionee Acknowledgments. The Optionee acknowledges that he or she has read and understands the terms of this Agreement and the Plan, and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of the Option, and any resale of the shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations and that the Optionee may be required to execute and deliver representations and warranties to that effect prior to the exercise of any portion of the Option;
(b) The Optionee is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until the Optionee becomes a shareholder of record;
(c) The shares of Common Stock subject hereto may be adjusted in the event of certain changes in the capital structure of the Company or for any other reason required or permitted by the Plan;
(d) As a condition to the exercise of the Option, the Optionee may be required to make such arrangements as the Committee requires for the satisfaction of any federal, state or local withholding tax obligations; and
(e) This Agreement does not constitute an employment agreement nor does it entitle the Optionee to any specific employment or to employment for a period of time and that the Optionee’s continued employment, if any, with the Company shall be at will and is subject to termination in accordance with the Company’s prevailing policies and any other agreement between the Optionee and the Company.
Optionee Acknowledgments. By executing this Option, you acknowledge and agree as follows:
11.1. The Corporation does not warrant that this Option granted herein constitutes an “Incentive Stock Option” within the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal Income Tax purposes as specified in Code § 421.
11.2. You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422.
11.3. You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise.
11.4. You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.
11.5. The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.
11.6. You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.
11.7. You represent and warrant that you are acquiring and will hold the Option and the shares received upon exercise of such option for investment for your own account only, and not with a view to, or for resale in connection with, any "distribution" of the option and the shares within the meaning of the Securities Act.
11.8. If the shares underlying the Option are not registered, you understand that the option and the shares to be issued upon exercise of the Option have not been registered under the Securities Act or any state securities laws by reason of a specific exemption therefrom and that the option and the shares must be held indefinitely, unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel (in form and substance satisfactory to the Corporation and its counsel) that registration is not required.
11.9. You acknowledge that ...
Optionee Acknowledgments. Optionee acknowledges that he has read and understands the terms of this Agreement and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of this Option, the issuance of any securities with respect to such Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, and any resale of any such shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations, including the Securities Act of 1933, as amended (the “Securities Act”);
(b) By acceptance of the Option, he agrees to defend, indemnify and hold the Company harmless from and against loss or liability arising from the transfer of the Option or any Common Stock issued pursuant thereto or any interest therein in violation of the provisions of the Securities Act or of this Option Agreement;
(c) He agrees that prior to any exercise of the Option, he will seek access to all information relating to the merits and risks of acquiring Common Stock necessary to make an informed decision;
(d) He is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until he becomes a shareholder of record;
(e) The shares of Common Stock subject hereto may be adjusted in the event of certain organic changes in the capital structure of the Company or for any other reason permitted by the Plan; and
(f) This Agreement does not constitute an employment agreement nor does it entitle Optionee to any specific employment or to employment for a period of time, and Optionee’s continued employment, if any, with the Company shall be at will and is subject to termination in accordance with the Company’s prevailing policies and any other agreement between Optionee and the Company.
Optionee Acknowledgments. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH ANY OTHER MEANS, INCLUDING WITHOUT LIMITATION, THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee Acknowledgments. The Optionee agrees and acknowledges that (i) no member of the board of directors of the Company or any other person or entity shall be liable for any action or determination made in good faith with respect to the Option, (ii) the Option granted hereby is not intended to qualify as an incentive stock option under section 422A of the Internal Revenue Code of 1986, as amended, and (iii) the Company makes no representation as to the tax treatment to the Optionee upon receipt or exercise of the option or sale or other disposition of the shares covered by the Option.
Optionee Acknowledgments. The Optionee acknowledges and agrees that (a) as a result of the Optionee’s previous, current and future employment with the Company or the IIVI NQSO 111618 Employer, the Optionee has had access to, will have access to and/or possesses or will possess confidential and proprietary information of II-VI and its Subsidiaries, (b) II-VI and its Subsidiaries are engaged in a highly competitive business and conduct such business worldwide, (c) this Agreement does not constitute a contract of employment, does not imply that the Company or the Employer will continue the Optionee’s employment for any period of time and does not change the at-will nature of the Optionee’s employment, except as set forth in a separate written employment agreement between the Company or the Employer and the Optionee, (d) the restrictive covenants set forth in Section 12 are necessary and reasonable in time and scope (including the period, geographic, product and service and other restrictions) to protect the legitimate business interests of II-VI and its Subsidiaries, (e) the remedy, forfeiture and payment provisions contained in Section 12 are reasonable and necessary to protect the legitimate business interests of II-VI and its Subsidiaries, (f) acceptance of the Option and agreement to be bound by the provisions hereof is not a condition of the Optionee’s employment and (g) the Optionee’s receipt of the benefits provided under this Agreement is adequate consideration for the enforcement of the provisions contained in Section 12 and Section 13.
Optionee Acknowledgments. Optionee acknowledges and agrees that (i) as a result of Optionee’s previous, current and future employment with the Company, Optionee has had access to, will have access to and/or possesses or will possess confidential and proprietary information of the Company, (ii) the Company and its affiliates and subsidiaries are engaged in a highly competitive business and that the Company conducts such business Worldwide, (iii) this Agreement does not constitute a contract of employment, does not imply that the Company will continue Optionee’s employment for any period of time and does not change the at-will nature of Optionee’s employment, except as set forth in a separate written employment agreement between the Company and the Optionee, (iv) that the restrictive covenants set forth under Section 11 are necessary and reasonable in time and scope (including the period, geographic, product and service and other restrictions) to protect the legitimate business interests of the Company, (v) that the remedy, forfeiture and payment provisions contained in Section 12 are reasonable and necessary to protect the legitimate interests of II-VI and the Company, (vi) that acceptance of this Award and the Options and agreement to be bound by the provisions hereof is not a condition of Optionee’s employment, and (vii) that Optionee’s receipt of the benefits provided under this Agreement is adequate consideration for the enforcement of the provisions contained in Section 11 and Section 12 hereof.
Optionee Acknowledgments. Optionee acknowledges that he or she ------------------------ has read and understands the terms of this Stock Option Agreement and the Plan, and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of the Option, and any resale of the shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations, and that Optionee may be required to execute and deliver representations and warranties to that effect prior to the exercise of any portion of the Option;
(b) Optionee is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until Optionee becomes a shareholder of record;
Optionee Acknowledgments. Optionee hereby acknowledges receipt of a copy of the Plan and the prospectus relating to the Plan, represents that Optionee has read and understands the terms and conditions thereof, and accepts this Option subject to all the terms and provisions of the Plan and this Grant. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that Optionee should consult a tax advisor prior to such exercise or disposition.
Optionee Acknowledgments. Optionee acknowledges that he or she has read and understands the terms of this Nonstatutory Stock Option Agreement and the Plan, and that:
(a) The issuance of shares of Common Stock pursuant to the exercise of the Option, and any resale of the shares of Common Stock, may only be effected in compliance with applicable state and federal laws and regulations, and that Optionee may be required to execute and deliver representations and warranties to that effect prior to the exercise of any portion of the Option;
(b) Optionee is not entitled to any rights as a shareholder with respect to any shares of Common Stock issuable hereunder until Optionee becomes a shareholder of record; (c) The shares of Common Stock subject hereto may be adjusted in the event of certain changes in the capital structure of the Company or for any other reason required or permitted by the Plan; (d) As a condition to the exercise of the Option, Optionee shall make such arrangements as the Committee requires for the satisfaction of any federal, state or local withholding tax obligations; and