Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting; (b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement; (c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final; (d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past; (f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party; (h) the Employee is voluntarily participating in the Plan; (i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any; (j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation; (k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate; (m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate; (n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement; (q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and (r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 4 contracts
Sources: Retention Grant Agreement (Hp Inc), Retention Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The following provisions supplement Section 14 of the Grant Agreement: The Employee understands, acknowledges that he or she consents to participation in the Plan and agrees that:
(a) except as provided in Sections 8 and 9, the vesting has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs is earned only by continuing employment with under the Plan to individuals who may be employees of the Company or one its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result on an ongoing basis except as provided in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and Plan. Consequently, the Employee is understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not accepting become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this Grant Agreement based on grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding assumptions be mistaken or should any of the Plan conditions not be met for any reason, then the RSUs shall be null and void. The RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other a conditional right to receive future grants of RSUs or other awardsShares and can be forfeited in the case of, or benefits in lieu affected by, the Employee's termination of RSUsservice or employment. This will be the case, for example, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h1) the Employee is voluntarily participating in considered to be unfairly dismissed without good cause; (2) the Plan;
Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (i3) RSUs and their resulting benefits are extraordinary items that are outside the scope Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee’s Employee terminates employment contract, if any;
(j) RSUs and their resulting benefits are not intended or service due to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part unilateral breach of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end contract of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration forEmployer, or in connection with, the service the Employee may provide as a director of a any other Subsidiary or Affiliate;
; or (m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n5) the future value of the underlying Shares is unknownEmployee's employment or service terminates for any other reason whatsoever, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason except for such termination and whether or not later found to be invalid or in breach of employment laws reasons specified in the jurisdiction where the Employee is employed or retained or the terms Grant Agreement. Consequently, upon termination of the Employee's employment or service agreement, if any), and in consideration for any of the grant of the RSUs to which the Employee is otherwise not entitledreasons set forth above, the Employee irrevocably agrees never may automatically lose any rights to institute any claim against the Companyunvested RSUs granted to him or her as of the date of the Employee's termination of employment, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating as described in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency Plan and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 4 contracts
Sources: Retention Grant Agreement (Hp Inc), Retention Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs RSU awards and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs RSU awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, or bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant award of RSUs will shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant award of RSUs will shall not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty;
(oj) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the this grant of RSUs resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of the Employee's employment or service agreement, if anyEmployer (for any reason whatsoever), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be irrevocably deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;claim; and
(pk) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due award evidenced by this Agreement is subject to all Company policies relating to the Employee pursuant to the settlement clawback and/or recoupment of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Companycompensation, as in effect the same may be amended from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, and to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up Grantee is subject to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementsuch policies, the Plan prospectus terms and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy conditions of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents policies are to be delivered (if the Employee has provided an electronic mail address) at any time hereby incorporated by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsreference into this Agreement.
Appears in 4 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting the grant of this Option, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsOptions, or benefits in lieu of RSUsShares or Options, even if Shares or RSUs Options have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs Option grants and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs Option grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, or bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will Options shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will Options shall not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or exercise of the Option and cannot be predicted with certainty;
(oj) in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the RSUs this Option resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of the Employee's employment or service agreement, if anyEmployer (for any reason whatsoever), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be irrevocably deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;claim; and
(pk) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due award evidenced by this Agreement is subject to all Company policies relating to the Employee pursuant to the settlement clawback and/or recoupment of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Companycompensation, as in effect the same may be amended from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, and to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up Grantee is subject to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementsuch policies, the Plan prospectus terms and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy conditions of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents policies are to be delivered (if the Employee has provided an electronic mail address) at any time hereby incorporated by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsreference into this Agreement.
Appears in 4 contracts
Sources: Option Agreement (Fluor Corp), Option Agreement (Fluor Corp), Option Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of Stock Units, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock or other awardsStock Units, or benefits in lieu of RSUsStock or Stock Units, even if Shares Stock or RSUs Stock Units have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs stock unit, stock unit grants and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s 's employment contract, if any;
; (jvii) RSUs stock units, stock unit grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (lviii) unless otherwise agreed by in the event that the Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Affiliate of the Company; (nix) the future value of the underlying Shares Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment by the Company or service agreement, if any), the Employer (for any reason whatsoever and whether or not in consideration breach of the grant of the RSUs to which the Employee is otherwise not entitled, local labor laws) and the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Employee's employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Employee's right to receive benefits under this Agreement, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be liable for extended by any foreign exchange rate fluctuation between the Employee’s notice period mandated under local currency and the United States dollar that may affect the value law (e.g., active employment would not include a period of the RSUs "garden leave" or any amounts due to the Employee similar period pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company maylocal law); furthermore, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s event of involuntary termination of employment (whether or any time thereafternot in breach of local labor laws), (ii) cancel the Employee’s outstanding RSUs's right to receive benefits under this Agreement after termination of employment, and (iii) take any other action it deems to if any, will be required and appropriate; and
(r) measured by the delivery date of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports termination of the Company generally provided Employee's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to determine when the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery is no longer actively employed for purposes of any document fails, the Employee will be provided with a paper copy this grant of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsStock Units.
Appears in 3 contracts
Sources: Restricted Stock Unit Agreement (Hewlett Packard Co), Restricted Stock Unit Agreement (Hewlett Packard Co), Restricted Stock Unit Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The By accepting this grant of a Stock Award, Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs Stock Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock Awards or other awards, or benefits in lieu of RSUsShares, even if Stock Awards or Shares or RSUs have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s participation in the Plan grant of a Stock Award shall not create a right to further employment with the Employer Company, shall not create an employment agreement between Employee and the Company and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Award grants, Shares and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company, and is outside the scope of the Employee’s employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs Stock Award grants, Shares and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(ld) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Award or diminution in value of the RSUs Shares resulting from termination of Employee’s employment by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(re) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary termination of employment (whether or Awards granted not in breach of local labor laws), Employee’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Companyevent of involuntary termination of employment (whether or not in breach of local labor laws), Employee’s stockholdersright to receive benefits under this Agreement after termination of employment, may if any, will be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from the Company a paper copy date of termination of Employee’s active employment and will not be extended by any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 3 contracts
Sources: Restricted Stock Award Agreement (Ziprealty Inc), Restricted Stock Award Agreement (Ziprealty Inc), Restricted Stock Award Agreement (Ziprealty Inc)
Acknowledgment and Waiver. The By accepting this grant of PARSUs and any Shares, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(cb) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs PARSUs granted under the Plan are binding, conclusive and final;
(dc) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(ed) the grant of RSUs PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs PARSUs or other awards, or benefits in lieu of RSUsPARSUs, even if Shares or RSUs PARSUs have been granted in the past;
(fe) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gf) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(hg) the Employee is voluntarily participating in the Plan;
(ih) RSUs PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(ji) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(kj) RSUs PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(lk) unless otherwise agreed by the Company, the RSUs PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(ml) this grant of RSUs PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nm) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(on) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(po) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs PARSUs or any amounts due to the Employee pursuant to the settlement of the RSUs PARSUs or the subsequent sale of any Shares acquired upon settlement;
(p) if the Company's performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs PARSUs vested up to three (3) years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUsPARSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k19(l). The Employee is not required to consent to the electronic delivery of documents.
Appears in 3 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The By accepting this grant of Stock, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsStock, or benefits in lieu of RSUsStock, even if Shares or RSUs have Stock has been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs Stock and their resulting benefits Stock grants are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s 's employment contract, if any;
; (jvii) RSUs Stock and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits Stock grants are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (lviii) unless otherwise agreed by in the event that the Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Stock will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Affiliate of the Company; (nix) the future value of the underlying Shares Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock or diminution in value of this grant of Stock resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment by the Company or service agreement, if any), the Employer (for any reason whatsoever and whether or not in consideration breach of the grant of the RSUs to which the Employee is otherwise not entitled, local labor laws) and the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Employee's employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency 's right to receive Stock and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged vest in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted Stock under the Plan, including if any, will terminate effective as of the Plandate that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., this Grant Agreementactive employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Plan prospectus and any reports Employee's right to vest in this Stock after termination of employment, if any, will be measured by the date of termination of the Company generally provided Employee's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to determine when the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery is no longer actively employed for purposes of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsthis Stock grant.
Appears in 3 contracts
Sources: Restricted Stock Agreement (Hewlett Packard Co), Restricted Stock Agreement (Hewlett Packard Co), Restricted Stock Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of ▇▇▇▇, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs ▇▇▇▇ is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awards▇▇▇▇, or benefits in lieu of RSUsShares or ▇▇▇▇, even if Shares or RSUs ▇▇▇▇ have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee Recipient is participating voluntarily participating in the Plan;
; (ivi) RSUs ▇▇▇▇, PRU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jvii) RSUs ▇▇▇▇, PRU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mviii) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs ▇▇▇▇ will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (nix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of ▇▇▇▇, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of ▇▇▇▇ or diminution in value of this grant of ▇▇▇▇ resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (xii) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
▇▇▇▇; and (qxiii) if the Company determines that the Employee has engaged Company’s performance is below minimum levels as set forth in misconduct prohibited by Applicable Law this Agreement or any applicable policy of the Companyannual supplement hereto, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, no ▇▇▇▇ will be awarded and no Shares will be issued to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 3 contracts
Sources: Performance Based Restricted Stock Unit Grant Agreement, Performance Based Rsu Grant Agreement (TTM Technologies Inc), Performance Based Rsu Grant Agreement (TTM Technologies Inc)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of a Stock Award, the Executive acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Stock Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock Awards or other awards, or benefits in lieu of RSUsShares, even if Stock Awards or Shares or RSUs have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gc) the EmployeeExecutive’s participation in the Plan shall not create a right to further employment with Employer, shall not create an employment agreement between the Executive and his or her Employer and shall not interfere with the ability of the Employer to terminate the EmployeeExecutive’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hd) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Award grants, Shares and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the EmployeeExecutive’s employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs Stock Award grants, Shares and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(le) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Award or diminution in value of the RSUs Shares resulting from termination Termination of Employee’s employment Employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee Executive irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, Company and the Employer and any other Subsidiary and Affiliate Executive from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Executive shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rf) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary Termination of Employment (whether or Awards granted not in breach of local labor laws), the Executive’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Executive is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Company’s stockholders, may be made by electronic delivery. Such means event of electronic delivery may include the delivery involuntary Termination of a link to a Company intranet Employment (whether or the Internet site not in breach of a third party involved in administering the Planlocal labor laws), the delivery Executive’s right to receive benefits under this Agreement after Termination of Employment, if any, will be measured by the date of termination of the document via electronic mail or other such means of electronic delivery specified Executive’s active employment and will not be extended by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 3 contracts
Sources: Restricted Stock Award Agreement (Cathay General Bancorp), Restricted Stock Award Agreement (Cathay General Bancorp), Restricted Stock Award Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The following provisions supplement Section 15 of the Grant Agreement: The Employee understands, acknowledges that he or she consents to participation in the Plan and agrees that:
(a) except as provided in Sections 8 and 9, the vesting has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs is earned only by continuing employment with under the Plan to individuals who may be employees of the Company or one its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result on an ongoing basis except as provided in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and Plan. Consequently, the Employee is understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not accepting become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this Grant Agreement based on grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding assumptions be mistaken or should any of the Plan conditions not be met for any reason, then the RSUs shall be null and void. The RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other a conditional right to receive future grants of RSUs or other awardsShares and can be forfeited in the case of, or benefits in lieu affected by, the Employee's termination of RSUsservice or employment. This will be the case, for example, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h1) the Employee is voluntarily participating in considered to be unfairly dismissed without good cause; (2) the Plan;
Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (i3) RSUs and their resulting benefits are extraordinary items that are outside the scope Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee’s Employee terminates employment contract, if any;
(j) RSUs and their resulting benefits are not intended or service due to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part unilateral breach of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end contract of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration forEmployer, or in connection with, the service the Employee may provide as a director of a any other Subsidiary or Affiliate;
; or (m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n5) the future value of the underlying Shares is unknownEmployee's employment or service terminates for any other reason whatsoever, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason except for such termination and whether or not later found to be invalid or in breach of employment laws reasons specified in the jurisdiction where the Employee is employed or retained or the terms Grant Agreement. Consequently, upon termination of the Employee's employment or service agreement, if any), and in consideration for any of the grant of the RSUs to which the Employee is otherwise not entitledreasons set forth above, the Employee irrevocably agrees never may automatically lose any rights to institute any claim against the Companyunvested RSUs granted to him or her as of the date of the Employee's termination of employment, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating as described in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency Plan and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 3 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of Options, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsOptions, or benefits in lieu of RSUsShares or Options, even if Shares or RSUs Options have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs Option grants and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs Option grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Options will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or exercise of the Options and cannot be predicted with certainty;; and
(oj) in consideration of this grant of Options, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Options or diminution in value of this grant of Options resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 3 contracts
Sources: Option Agreement (Fluor Corp), Option Agreement (Fluor Corp), Option Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 3 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee understands, Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs VDI Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsVDI Awards, or benefits in lieu of RSUsVDI Awards, even if Shares or RSUs VDI Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs VDI Awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs VDI Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs VDI Awards will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs VDI Awards will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;subsidiary of the Company; and
(ni) the future value in consideration of the underlying Shares is unknownthis grant of VDI Awards, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant or diminution in value of this grant of VDI Awards resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Value Driver Incentive Award Agreement (Fluor Corp), Value Driver Incentive Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of Restricted Stock, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Restricted Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsshares, or benefits in lieu of RSUsshares, even if Shares or RSUs shares have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it Grantee is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is participating voluntarily participating in the Plan;
(ie) RSUs Restricted Share grants and their resulting benefits are an extraordinary items item that are outside does not constitute compensation of any kind for services of any kind rendered to the scope of the Employee’s employment contract, if anyCompany;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mf) this grant of RSUs Restricted Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(ng) the future value of the underlying Shares Company’s shares is unknown, indeterminable may increase or decrease from the date of grant and cannot be predicted with certainty;; and
(oh) in consideration of this grant of Restricted Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Restricted Stock or diminution in value of this grant of Restricted Stock resulting from termination of Employeethe Grantee’s employment directorship by the Company (regardless of for any reason whatsoever) and the reason for such termination Grantee irrevocably releases the Company and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Restricted Stock Agreement (Fluor Corp), Restricted Stock Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting the grant of this Performance Award, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Performance Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsPerformance Awards, or benefits in lieu of RSUsPerformance Awards, even if Shares or RSUs Performance Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs Performance Awards and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs Performance Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, or bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will Performance Award shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will Performance Award shall not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value in consideration of the underlying Shares is unknownthis Performance Award, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the RSUs this Performance Award resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of the Employee's employment or service agreement, if anyEmployer (for any reason whatsoever), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be irrevocably deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim;
(pj) the CompanyCompany may impose such other restrictions, the Employer conditions or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due limitations as it determines appropriate as to the Employee pursuant to timing and manner of any re-sales by the settlement of Grantee or other subsequent transfers by the RSUs or the subsequent sale Grantee of any Shares acquired upon settlement;issued as a result of the vesting of the Performance Award, including without limitation (i) restrictions under an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other Shareholders and (iii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers; and
(qk) if the award evidenced by this Agreement is subject to all Company determines that policies relating to the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy clawback and/or recoupment of the Companycompensation, as in effect the same may be amended from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, and to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up Grantee is subject to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementsuch policies, the Plan prospectus terms and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy conditions of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents policies are to be delivered (if the Employee has provided an electronic mail address) at any time hereby incorporated by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsreference into this Agreement.
Appears in 2 contracts
Sources: Performance Award Agreement (Fluor Corp), Performance Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock or other awardsStock Units, or benefits in lieu of RSUsStock or Stock Units, even if Shares Stock or RSUs Stock Units have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee is participating voluntarily participating in the Plan;
(if) RSUs stock unit, stock unit grants and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s 's employment contract, if any;
(jg) RSUs stock units, stock unit grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateAffiliate of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(oj) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment by the Company or service agreement, if any), the Employer (for any reason whatsoever and whether or not in consideration breach of the grant of the RSUs to which the Employee is otherwise not entitled, local labor laws) and the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rk) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary termination of the Employee's employment (whether or Awards granted not in breach of local labor laws), the Employee's right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the Company’s stockholders, may be made by electronic delivery. Such means event of electronic delivery may include the delivery involuntary termination of a link to a Company intranet employment (whether or the Internet site not in breach of a third party involved in administering the Planlocal labor laws), the delivery Employee's right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the document via electronic mail or other such means of electronic delivery specified Employee's active employment and will not be extended by any notice period mandated under local law; the Company. The Employee may receive from Committee shall have the Company a paper copy of any documents delivered electronically at no cost exclusive discretion to determine when the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery is no longer actively employed for purposes of any document fails, the Employee will be provided with a paper copy this grant of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsStock Units.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Sonosite Inc), Restricted Stock Unit Agreement (Sonosite Inc)
Acknowledgment and Waiver. The By participating in the Plan, and accepting the grant of the option, the Employee understands, agrees and acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either partyvoluntary;
(hb) the Employee value of the option granted pursuant to this Agreement is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are an extraordinary items that are item of compensation, which is outside the scope of the Employee’s employment contract, if any;
(j) RSUs arrangement and their resulting benefits are not intended the option granted pursuant to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are this Agreement is not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits benefits, or similar payments, except as may be specifically provided for by the applicable plan or agreement;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nc) the future value of the underlying Shares subject to the option granted pursuant to this Agreement is unknown, indeterminable unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan;
(od) the option has been granted to the Employee in the Employee’s status as an employee of the Company and can in no event be understood or interpreted to mean that an entity other than the Employee’s employer has an employment relationship with the Employee;
(e) no claim or entitlement to compensation or damages shall arise arises from forfeiture the expiration of the RSUs resulting from termination of Employee’s employment (regardless term of the reason for option granted pursuant to this Agreement, or diminution in value of the option, or Shares purchased under the Plan, and if the Employee did acquire any such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where rights, the Employee is employed or retained or deemed to have irrevocably released the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar entitlement that may affect arise by accepting the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretionoption, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriatepermitted by applicable law; and
(rf) the delivery Company does not commit to and has no obligation to structure the terms of or any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports aspect of the Company generally provided option granted pursuant to this Agreement in order to reduce or eliminate the CompanyEmployee’s stockholdersliability for income taxes, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail social insurance taxes or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable taxes.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Lsi Logic Corp), Nonqualified Stock Option Agreement (Lsi Logic Corp)
Acknowledgment and Waiver. The Employee understands, Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsAwards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs Awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Awards will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Awards will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;subsidiary of the Company; and
(ni) the future value in consideration of the underlying Shares is unknownthis grant of Awards, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant or diminution in value of this grant of Awards resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Non u.s. Stock Growth Incentive Award Agreement (Fluor Corp), Non u.s. Stock Growth Incentive Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting the grant of this Performance Award, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Performance Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsPerformance Awards, or benefits in lieu of RSUsPerformance Awards, even if Shares or RSUs Performance Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs Performance Awards and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs Performance Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, or bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will Performance Award shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will Performance Award shall not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value in consideration of the underlying Shares is unknownthis Performance Award, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the RSUs this Performance Award resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of the Employee's employment or service agreement, if anyEmployer (for any reason whatsoever), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be irrevocably deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimsclaim;
(pj) [the CompanyCompany may impose such other restrictions, the Employer conditions or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due limitations as it determines appropriate as to the Employee pursuant to timing and manner of any re-sales by the settlement of Grantee or other subsequent transfers by the RSUs or the subsequent sale Grantee of any Shares acquired upon settlementissued as a result of the vesting of the Performance Award, including without limitation (i) restrictions under an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee and other Shareholders and (iii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers;] and
(qk) if the award evidenced by this Agreement is subject to all Company determines that policies relating to the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy clawback and/or recoupment of the Companycompensation, as in effect the same may be amended from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, and to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up Grantee is subject to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementsuch policies, the Plan prospectus terms and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy conditions of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents policies are to be delivered (if the Employee has provided an electronic mail address) at any time hereby incorporated by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsreference into this Agreement.
Appears in 2 contracts
Sources: Performance Award Agreement (Fluor Corp), Performance Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of Restricted Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime pursuant to the terms of the Plan, including without limitation to the extent the Company reasonably deems it required by the EESA or any other applicable law, rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority, unless otherwise provided in the Plan or this Agreement;
(eb) this Agreement, including without limitation, the terms of this grant of Restricted Stock Units, may be modified, amended, suspended, or terminated by the Company at any time, in its sole discretion, to the extent the Company reasonably deems it required by the EESA or any other applicable law, rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(c) the grant of RSUs Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares, Stock, or other awardsRestricted Stock Units, or benefits in lieu of RSUsShares, Stock, or Restricted Stock Units, even if Shares Shares, Stock, or RSUs Restricted Stock Units have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with Employer, shall not create an employment agreement between the Employee and the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee is voluntarily participating in the Plan;
(i) RSUs restricted stock units, restricted stock unit grants, and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs restricted stock units, restricted stock unit grants, and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits benefits, or similar paymentspayments insofar as permitted by law;
(lf) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the CompanyRestricted Stock Units, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Restricted Stock Units or diminution in value of this grant of Restricted Stock Units resulting from termination Cessation of Employee’s employment Employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed local labor laws) or retained from modification, amendment, suspension, or the terms termination of the Employee's employment Plan or service agreement, if any), this Agreement pursuant to Section 9(a) or 9(b) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rg) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of Cessation of Employment (whether or Awards granted not in breach of local labor laws), the Employee’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law). In the Companyevent of termination of the Employee’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include employment due to death or “disability” (as defined in the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the PlanEESA), the delivery Employee’s right to receive benefits under this Agreement after such termination, if any, will be determined as of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsEmployee’s last day worked.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp), Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of PRSUs, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsPRSUs, or benefits in lieu of RSUsShares or PRSUs, even if Shares or RSUs PRSUs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee Recipient is participating voluntarily participating in the Plan;
; (ivi) RSUs PRSUs, PRSU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jvii) RSUs PRSUs, PRSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mviii) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (nix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of PRSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PRSUs or diminution in value of this grant of PRSUs resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (xii) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
PRSUs; and (qxiii) if the Company determines that the Employee has engaged Company’s stock performance is below minimum levels as set forth in misconduct prohibited by Applicable Law or any applicable policy of the Companythis Agreement, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, no PRSUs will be awarded and no Shares will be issued to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 2 contracts
Sources: Performance Based Restricted Stock Unit Award Agreement (Platform Specialty Products Corp), Performance Based Restricted Stock Unit Award Agreement (Platform Specialty Products Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it Grantee is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is participating voluntarily participating in the Plan;
(ie) RSUs RSU awards and their resulting benefits are an extraordinary items item that are outside does not constitute compensation of any kind for services of any kind rendered to the scope of the Employee’s employment contract, if anyCompany;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mf) this grant award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(ng) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the Grant Date and cannot be predicted with certainty;; and
(oh) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Grantee’s employment directorship by the Company (regardless of for any reason whatsoever) and the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of Performance Shares, Employee understands, acknowledges and agrees that:
that (ai) except as provided in Sections 8 and 9, the vesting each of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan this Agreement is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time in accordance with the terms of the Plan, including Section 15 thereof; (eii) the grant of RSUs Performance Shares is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsperformance shares, or benefits in lieu of RSUsperformance shares, even if Shares or RSUs performance shares have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer Company and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs stock and their resulting benefits stock grants (including performance share grants) are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
any [, unless specifically provided for therein]; (jvii) RSUs stock and their resulting benefits are not intended to replace any pension rights or compensation;
stock grants (kincluding performance share grants) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
, insofar as permitted by law; (lviii) unless otherwise agreed by in the event that Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Performance Shares will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate of the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
; (nix) the future value of the underlying Shares Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of Performance Shares, no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Award or diminution in value of this Award or the RSUs Performance Shares resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any)local labor laws) pursuant to Section 8 hereof, and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and (xi) notwithstanding any term or condition of the Plan to have agreed the contrary, in the event of involuntary termination of Employee’s employment for Cause (whether or not in breach of local labor laws), Employee’s rights under this Agreement, including the right to execute any vest in unrestricted shares of Common Stock, if any, will terminate effective as of the date that Employee is no longer actively employed and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for extended by any foreign exchange rate fluctuation between the Employee’s notice period mandated under local currency and the United States dollar that may affect the value law (e.g., active employment would not include a period of the RSUs “garden leave” or any amounts due to the Employee similar period pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company maylocal law); furthermore, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s event of involuntary termination of employment for Cause (whether or any time thereafternot in breach of local labor laws), (ii) cancel the Employee’s outstanding RSUsright to vest in this Award after termination of employment, and (iii) take any other action it deems to if any, will be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law; the Company a paper copy of any documents delivered electronically at no cost Committee shall have the exclusive discretion to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The determine when Employee is not required to consent to the electronic delivery no longer actively employed for purposes of documentsthis Performance Shares grant.
Appears in 2 contracts
Sources: Performance Share Agreement, Performance Share Agreement (Citadel Broadcasting Corp)
Acknowledgment and Waiver. The Employee understands, Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs VDI Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsVDI Awards, or benefits in lieu of RSUsVDI Awards, even if Shares or RSUs VDI Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall will not create a right to further employment with the Employer and shall will not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs VDI Awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs VDI Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs VDI Awards will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs VDI Awards will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;subsidiary of the Company; and
(ni) the future value in consideration of the underlying Shares is unknownthis grant of VDI Awards, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall will arise from forfeiture termination of the RSUs this grant or diminution in value of this grant of VDI Awards resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall Grantee will be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Value Driver Incentive Award Agreement (Fluor Corp), Value Driver Incentive Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall will not create a right to further employment with the Employer and shall will not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs RSU awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs RSU awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant award of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty;; and
(oj) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it Grantee is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is participating voluntarily participating in the Plan;
(ie) RSUs RSU awards and their resulting benefits are an extraordinary items item that are outside does not constitute compensation of any kind for services of any kind rendered to the scope of the Employee’s employment contract, if anyCompany;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mf) this grant award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(ng) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the RSUs and cannot be predicted with certainty;; and
(oh) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Grantee’s employment directorship by the Company (regardless of for any reason whatsoever) and the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of a Stock Award, Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, other than for the vesting terms of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises2009 Management Incentive Plan, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs stock awards or other awards, or benefits in lieu of RSUsshares, even if Shares stock awards or RSUs shares have been granted repeatedly in the past;
(fb) all decisions with respect to future grants, if any, will be at the sole discretion grant of the Company;
(g) the Employee’s participation in the Plan Stock Award shall not create a right to further employment with the Employer Company, shall not create an employment agreement between Employee and the Company and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in grant of this Stock Award, the Plan;
(i) RSUs Shares and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(jd) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part in consideration of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Award or diminution in value of the RSUs Shares resulting from termination of Employee’s employment by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(re) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary termination of employment (whether or Awards granted not in breach of local labor laws) and of status as a Service Provider, Employee’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that Employee is no longer actively employed or actively acting as a Service Provider and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Companyevent of involuntary termination of employment (whether or not in breach of local labor laws) and of status as a Service Provider, Employee’s stockholdersright to receive benefits under this Agreement after such termination, may if any, will be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from the Company date of termination of Employee’s active employment or active provision of services as a paper copy of Service Provider and will not be extended by any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (Ziprealty Inc), Restricted Stock Award Agreement (Ziprealty Inc)
Acknowledgment and Waiver. The Employee understands, Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs VDI Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsVDI Awards, or benefits in lieu of RSUsVDI Awards, even if Shares or RSUs VDI Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grantsawards, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall will not create a right to further employment with the Employer and shall will not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs VDI Awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs VDI Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs VDI Award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs VDI Award will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;subsidiary of the Company; and
(ni) the future value in consideration of the underlying Shares is unknownthis VDI Award, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall will arise from forfeiture termination of the RSUs this grant or diminution in value of this VDI Award resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall Grantee will be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Value Driver Incentive Award Agreement (Fluor Corp), Value Driver Incentive Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of RSUs, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment as an employee with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's ’s employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Grant Agreement (Hewlett Packard Enterprise Co), Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs RSU grants and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs RSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the RSU and cannot be predicted with certainty;; and
(oj) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Fluor Corp), Restricted Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of Restricted Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime pursuant to the terms of the Plan, including without limitation to the extent the Company reasonably deems it required by any Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(eb) this Agreement, including without limitation, the terms of this grant of Restricted Stock Units, may be modified, amended, suspended, or terminated by the Company at any time, in its sole discretion, to the extent the Company reasonably deems it required by any Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(c) the grant of RSUs Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRestricted Stock Units, or benefits in lieu of RSUsShares or Restricted Stock Units, even if Shares or RSUs Restricted Stock Units have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer, shall not create an employment agreement between the Employee and the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(he) the Employee is voluntarily participating in the Plan;
(i) RSUs Restricted Stock Units and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s 's employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs restricted stock units, restricted stock unit grants, and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits benefits, or similar paymentspayments insofar as permitted by Applicable Laws;
(lf) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the CompanyRestricted Stock Units, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Restricted Stock Units or diminution in value of this grant of Restricted Stock Units resulting from termination Termination of Employee’s employment Employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed local labor laws) or retained from modification, amendment, suspension, or the terms termination of the Employee's employment Plan or service agreement, if any)this Agreement pursuant to Section 15 of the Plan or Section 9(a) or 9(b) of this Agreement, and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rg) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of Termination of Employment (whether or Awards granted not in breach of local labor laws), the Employee's right to receive benefits under the Plan, including the Plan, Plan and this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Employee is no longer actively employed and will not be extended by any notice period mandated under any Applicable Laws (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law). In the Companyevent of Employee’s stockholdersTermination of Employment due to death or disability, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved as defined in administering the Plan, the delivery Employee's right to receive benefits under this Agreement after such termination, if any, will be determined as of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsEmployee’s last day worked.
Appears in 2 contracts
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp), Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her the Employee’s consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Grant Agreement (Hp Inc), Retention Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or recoupment of any Shares acquired under the Plan resulting from (i) termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and/or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her the Employee’s consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Grant Agreement (Hp Inc), Retention Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The By accepting this grant of PARSUs, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(cb) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(dc) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(ed) the grant of RSUs PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs PARSUs or other awards, or benefits in lieu of RSUsPARSUs, even if Shares or RSUs PARSUs have been granted in the past;
(fe) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gf) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(hg) the Employee is voluntarily participating in the Plan;
(ih) RSUs PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(ji) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(kj) RSUs PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(lk) unless otherwise agreed by the Company, the RSUs PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(ml) this grant of RSUs PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nm) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(on) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's ’s employment or service agreement, if any), and in consideration of the grant of the RSUs PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(po) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs PARSUs or any amounts due to the Employee pursuant to the settlement of the RSUs PARSUs or the subsequent sale of any Shares acquired upon settlement;
(p) if the Company’s performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs PARSUs vested up to three (3) years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUsPARSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k19(l). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Grant Agreement (Hp Inc), Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or AffiliateSubsidiary;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or AffiliateSubsidiary;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her the Employee's consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Retention Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The By accepting this grant of a Stock Award, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Stock Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock Awards or other awards, or benefits in lieu of RSUsShares, even if Stock Awards or Shares or RSUs have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gc) the Employee’s 's participation in the Plan shall not create a right to further employment with Employer, shall not create an employment agreement between the Employee and his or her Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hd) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Award grants, Shares and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company, and is outside the scope of the Employee’s 's employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs Stock Award grants, Shares and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(le) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Award or diminution in value of the RSUs Shares resulting from termination Termination of Employee’s employment Employment by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rf) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary Termination of Employment (whether or Awards granted not in breach of local labor laws), the Employee's right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Company’s stockholders, may be made by electronic delivery. Such means event of electronic delivery may include the delivery involuntary Termination of a link to a Company intranet Employment (whether or the Internet site not in breach of a third party involved in administering the Planlocal labor laws), the delivery Employee's right to receive benefits under this Agreement after Termination of Employment, if any, will be measured by the date of termination of the document via electronic mail or other such means of electronic delivery specified Employee's active employment and will not be extended by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (Alpha Innotech Corp), Restricted Stock Award Agreement (Alpha Innotech Corp)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or AffiliateSubsidiary;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or AffiliateSubsidiary;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs or recoupment of any Shares acquired under the Plan resulting from (i) termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and/or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her the Employee's consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 2 contracts
Sources: Retention Grant Agreement (Hp Inc), Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The By accepting this grant of Stock, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsStock, or benefits in lieu of RSUsStock, even if Shares or RSUs have Stock has been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Committee and/or the Board of Directors of the Company;
; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer Company and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs stock and their resulting benefits stock grants are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs stock and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits stock grants are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (lviii) unless otherwise agreed by in the event that the Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Stock will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate of the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
; (nix) the future value of the underlying Shares Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock or diminution in value of this grant of Stock resulting from termination of the Employee’s employment by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal or withdrawal the contrary, in the event of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between involuntary termination of the Employee’s employment (whether or not in breach of local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Companylabor laws), as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, right to receive Stock and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted vest in Stock under the Plan, including if any, will terminate effective as of the Plandate that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., this Grant Agreementactive employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Plan prospectus and any reports Employee’s right to vest in this Stock after termination of employment, if any, will be measured by the date of termination of the Company generally provided Employee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to determine when the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery is no longer actively employed for purposes of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsthis Stock grant.
Appears in 1 contract
Sources: Restricted Stock Agreement (Citadel Broadcasting Corp)
Acknowledgment and Waiver. The By accepting this grant of RSUs, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 18(d), may be modified, amended, suspended or terminated by the Company at any time;
; (eii) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company and/or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
; (kviii) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the RSUs and their resulting benefits are not granted as consideration for, Employer or in connection with, the service the Employee may provide as a director of a any Subsidiary or Affiliate;
; (mix) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
; (nx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the CompanyCompany or the Employer, the Employer waives his or her ability, if any, to bring any other Subsidiary or Affiliate such claim, and releases the Company, Company and the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
; (pxii) notwithstanding any terms or conditions of the CompanyPlan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value purposes of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
RSUs; and (qxiv) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUs, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Grant Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of Stock Units, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsStock Units, or benefits in lieu of RSUsStock Units, even if Shares or RSUs Stock Units have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it Grantee is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is participating voluntarily participating in the Plan;
(ie) RSUs Stock Unit grants and their resulting benefits are an extraordinary items item that are outside does not constitute compensation of any kind for services of any kind rendered to the scope of the Employee’s employment contract, if anyCompany;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mf) this grant of RSUs Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(ng) the future value of the underlying Shares Company’s shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Units and cannot be predicted with certainty;; and
(oh) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of Employeethe Grantee’s employment directorship by the Company (regardless of for any reason whatsoever) and the reason for such termination Grantee irrevocably releases the Company and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 1 contract
Sources: Stock Unit Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy entering into this Restricted Stock Unit Agreement, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime and the Company, in its discretion, shall have the power and authority to (a) determine which (if any) individuals rendering services or employed outside the United States are eligible to participate in the Plan; (b) determine which non-United States-based operations (e.g., subsidiaries, branches, representative offices) participate in the Plan; (c) modify the terms and conditions of any Restricted Unit Grants made to such eligible individuals, or with respect to such non-United States-based operations; and (d) establish sub-plans, modified exercise, payment and other terms and procedures to the extent deemed necessary or desirable by the Company;
(eii) the grant of RSUs this Restricted Unit Grant is exceptional, voluntary and occasional and a one-time benefit which does not create any contractual or other right to receive future grants of RSUs or other awardsRestricted Stock Units, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the pastRestricted Stock Units;
(fiii) all decisions determinations with respect to any such future grants, if anyincluding, but not limited to, the times when Restricted Unit Grants shall be granted, the number of shares subject to each Restricted Unit Grant, the ▇▇▇▇▇ ▇▇▇▇▇, and the time or times when each Restricted Unit Grant shall be issueable, will be at the sole discretion of the Company;
(giv) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer Company and shall not interfere with the ability of the Employer Company, the Board of Directors or the shareholders of the Company to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either partywith or without cause;
(hv) the Employee is voluntarily participating Grantee’s participation in the PlanPlan is voluntary;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nvi) the future value of the underlying Shares shares of Stock is unknown, indeterminable unknown and cannot be predicted with certaintycertainty and if the value of the underlying Stock decreases in value, so will the value of this Restricted Unit Grant;
(ovii) no claim or entitlement this Restricted Unit Grant has been granted to compensation or damages shall arise from forfeiture the Grantee in the Grantee’s status as a member of the RSUs resulting from termination Board of Employee’s employment (regardless Directors of the reason Company, and can in no event be understood or interpreted to mean that the Company is the Grantee’s employer or that the Grantee has an employment relationship with the Company;
(viii) the ultimate liability for such termination any and whether all tax, social insurance and any other payroll tax (“tax-related items”) withholding and reporting obligations are and remain the Grantee’s responsibility and liability and that the Company (i) makes no representations nor undertakings regarding treatment of any tax-related items in connection with any aspect of the Restricted Unit Grant, including the grant, vesting or issuance of the Restricted Stock Units and the subsequent sale of Stock acquired; and (ii) does not later found commit to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or structure the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary aspect of this Restricted Unit Grant to reduce or Affiliate and releases eliminate the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the EmployeeGrantee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateliability regarding tax-related items; and
(rix) the delivery terms and conditions of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Restricted Unit Grant Agreement, the Plan prospectus shall be governed by and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing construed in accordance with Section 17(k). If the attempted electronic delivery laws of the State of Illinois, USA, without taking into account any document fails, the Employee will be provided with a paper copy conflicts of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentslaws provisions.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Jones Lang Lasalle Inc)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of PRSUs, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eb) the grant of RSUs PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs shares of Common Stock or other awardsPRSUs, or benefits in lieu of RSUsshares of Common Stock or PRSUs, even if Shares shares of Common Stock or RSUs PRSUs have been granted repeatedly in the past;
; (fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (gd) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (he) the Employee Recipient is participating voluntarily participating in the Plan;
; (if) RSUs PRSUs, PRSU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jg) RSUs PRSUs, PRSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-long- service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mh) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (ni) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oj) in consideration of this grant of PRSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PRSUs or diminution in value of this grant of PRSUs resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (k) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between the Employee’s notice period mandated under local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
law; (q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(rl) the delivery of any documents related Committee shall have the exclusive discretion to determine when the Plan or Awards granted under Recipient is no longer actively in the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.ACTIVE 43288354v1 5
Appears in 1 contract
Sources: Performance Restricted Stock Unit Agreement (Roadrunner Transportation Systems, Inc.)
Acknowledgment and Waiver. The By accepting this grant of PARSUs and any Shares, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(cb) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs PARSUs granted under the Plan are binding, conclusive and final;
(dc) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(ed) the grant of RSUs PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs PARSUs or other awards, or benefits in lieu of RSUsPARSUs, even if Shares or RSUs PARSUs have been granted in the past;
(fe) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gf) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(hg) the Employee is voluntarily participating in the Plan;
(ih) RSUs PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(ji) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(kj) RSUs PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(lk) unless otherwise agreed by the Company, the RSUs PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(ml) this grant of RSUs PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nm) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(on) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(po) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs PARSUs or any amounts due to the Employee pursuant to the settlement of the RSUs PARSUs or the subsequent sale of any Shares acquired upon settlement;
(p) if the Company's performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs PARSUs vested up to three (3) years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUsPARSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k21(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k21(l). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee By accepting this grant of RSUs, the Team Member understands, acknowledges and agrees that:
(a) except as provided in Sections 8 8, 9 and 910 of the Grant Agreement, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee Team Member is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the EmployeeTeam Member’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeTeam Member’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee Team Member is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the EmployeeTeam Member’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(l) RSUs and their resulting benefits should in no event be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate;
(m) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee Team Member may provide as a director of a Subsidiary or Affiliate;
(mn) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(no) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(op) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employeethe Team Member’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee Team Member is employed or retained or the terms of the Employee's Team Member’s employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitledRSUs, the Employee irrevocably Team Member agrees never not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimsAffiliate;
(pq) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the EmployeeTeam Member’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee Team Member pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(qr) if the Company determines that the Employee Team Member has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to timetime (including engagement in Detrimental Activities to the extent Section 17 of the Grant Agreement applies or breach of any ARCIPD required pursuant to Section 18 of the Grant Agreement), or the Company is required to make recovery from the Employee Team Member under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee Team Member the proceeds from RSUs vested up to three years prior to the EmployeeTeam Member’s termination of employment or any time thereafter, (ii) cancel the EmployeeTeam Member’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(rs) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee Team Member may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee Team Member by contacting the Company in writing in accordance with Section 17(k21(i). If the attempted electronic delivery of any document fails, the Employee Team Member will be provided with a paper copy of such document. The Employee Team Member may revoke his or her the Team Member's consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee Team Member has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k21(i). The Employee Team Member is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Global Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. The By accepting this LT Cash Award, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 16(d), may be modified, amended, suspended or terminated by the Company at any time;
; (eii) the grant of RSUs a LT Cash Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsLT Cash Awards, or benefits in lieu of RSUsLT Cash Awards, even if Shares or RSUs LT Cash Awards have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company and/or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs LT Cash Awards and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs LT Cash Awards and their resulting benefits are not intended to replace any pension rights or compensation;
; (kviii) RSUs LT Cash Awards and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the RSUs and their resulting benefits are not granted as consideration for, Employer or in connection with, the service the Employee may provide as a director of a any Subsidiary or Affiliate;
; (mix) this grant of RSUs a LT Cash Award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs a LT Cash Award will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
; (n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(ox) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs LT Cash Award resulting from termination of Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs LT Cash Award to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the CompanyCompany or the Employer, the Employer waives his or her ability, if any, to bring any other Subsidiary or Affiliate such claim, and releases the Company, Company and the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
; (pxi) notwithstanding any terms or conditions of the CompanyPlan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Stock Notification and Award Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value purposes of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
LT Cash Award, and (qxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs LT Cash Awards that vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUsLT Cash Awards, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Stock Notification and Award Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The By accepting this grant of Restricted Stock, Employee understands, acknowledges and agrees that:
that (ai) except as provided in Sections 8 and 9, the vesting each of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan this Agreement is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time in accordance with the terms of the Plan, including Section 15 thereof; (eii) the grant of RSUs Restricted Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsrestricted stock, or benefits in lieu of RSUsrestricted stock, even if Shares or RSUs have restricted stock has been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer Company and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs stock and their resulting benefits stock grants (including restricted stock grants) are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
[, unless specifically provided for therein]; (jvii) RSUs stock and their resulting benefits are not intended to replace any pension rights or compensation;
stock grants (kincluding restricted stock grants) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposespurpose, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
, insofar as permitted by law; (lviii) unless otherwise agreed by in the event that Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Restricted Stock will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate of the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
; (nix) the future value of the underlying Shares Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of Restricted Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Award or diminution in value of this Award or the RSUs Restricted Stock resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any)local labor laws) pursuant to Section 8 hereof, and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and (xi) notwithstanding any term or condition of the Plan to have agreed the contrary, in the event of involuntary termination of Employee’s employment for Cause (whether or not in breach of local labor laws), Employee’s rights under this Agreement, including the right to execute any vest in unrestricted shares of Common Stock, if any, will terminate effective as of the date that Employee is no longer actively employed and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for extended by any foreign exchange rate fluctuation between the Employee’s notice period mandated under local currency and the United States dollar that may affect the value law (e.g., active employment would not include a period of the RSUs “garden leave” or any amounts due to the Employee similar period pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company maylocal law); furthermore, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s event of involuntary termination of employment for Cause (whether or any time thereafternot in breach of local labor laws), (ii) cancel the Employee’s outstanding RSUsright to vest in this Award after termination of employment, and (iii) take any other action it deems to if any, will be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law; the Company a paper copy of any documents delivered electronically at no cost Committee shall have the exclusive discretion to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The determine when Employee is not required to consent to the electronic delivery no longer actively employed for purposes of documentsthis Restricted Stock grant.
Appears in 1 contract
Sources: Restricted Stock Agreement (Citadel Broadcasting Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of Restricted Units, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Restricted Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsRestricted Units, or benefits in lieu of RSUsRestricted Units, even if Shares or RSUs Restricted Units have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it Grantee is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is participating voluntarily participating in the Plan;
(ie) RSUs Restricted Unit grants and their resulting benefits are an extraordinary items item that are outside does not constitute compensation of any kind for services of any kind rendered to the scope of the Employee’s employment contract, if anyCompany;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mf) this grant of RSUs Restricted Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(ng) the future value of the underlying Shares Company’s shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Restricted Units and cannot be predicted with certainty;; and
(oh) in consideration of this grant of Restricted Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Restricted Units or diminution in value of this grant of Restricted Units resulting from termination of Employeethe Grantee’s employment directorship by the Company (regardless of for any reason whatsoever) and the reason for such termination Grantee irrevocably releases the Company and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 1 contract
Acknowledgment and Waiver. The By accepting this grant of RSUs, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 18(d), may be modified, amended, suspended or terminated by the Company at any time;
; (eii) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company and/or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
; (kviii) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the RSUs and their resulting benefits are not granted as consideration for, Employer or in connection with, the service the Employee may provide as a director of a any Subsidiary or Affiliate;
; (mix) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
; (nx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the CompanyCompany or the Employer, the Employer waives his or her ability, if any, to bring any other Subsidiary or Affiliate such claim, and releases the Company, Company and the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
; (pxii) notwithstanding any terms or conditions of the CompanyPlan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Stock Notification and Award Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value purposes of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
RSUs; and (qxiv) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUs, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Stock Notification and Award Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
; (fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (gd) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (he) the Employee Recipient is participating voluntarily participating in the Plan;
; (if) RSUs RSUs, RSU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jg) RSUs RSUs, RSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mh) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Related Entity; (ni) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oj) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (k) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (l) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
RSUs; and (qm) if the Company determines that the Employee has engaged Company’s stock performance is below minimum levels as set forth in misconduct prohibited by Applicable Law or any applicable policy of the Companythis Agreement, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, no RSUs will be awarded and no Shares will be issued to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Platform Specialty Products Corp)
Acknowledgment and Waiver. The By accepting this grant of Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock or other awardsStock Units, or benefits in lieu of RSUsStock or Stock Units, even if Shares Stock or RSUs Stock Units have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee is participating voluntarily participating in the Plan;
(if) RSUs unless otherwise provided in an employment agreement, stock unit, stock unit grants and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s 's employment contract, if any;
(jg) RSUs Stock Units, Stock Unit grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nh) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(oi) in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment by the Company or service agreement, if any), the Employer (for any reason whatsoever and whether or not in consideration breach of the grant of the RSUs to which the Employee is otherwise not entitled, local labor laws) and the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rj) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary termination of the Employee's employment (whether or Awards granted not in breach of local labor laws), the Employee's right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to date that the Employee is no longer actively employed and will not be extended by contacting any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company in writing in accordance with Section 17(k). If Committee shall have the attempted electronic delivery of any document fails, exclusive discretion to determine when the Employee will be provided with a paper copy is no longer actively employed for purposes of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsthis Agreement.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Rubios Restaurants Inc)
Acknowledgment and Waiver. The By accepting this grant of RSAs, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 14(d), may be modified, amended, suspended or terminated by the Company at any time;
; (eii) the grant of RSUs RSAs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSAs, or benefits in lieu of RSUsShares or RSAs, even if Shares or RSUs RSAs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSAs and their resulting benefits are not intended to replace any pension rights or compensation; (vii) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
; (jviii) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs RSAs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the RSUs and their resulting benefits are not granted as consideration for, Employer or in connection with, the service the Employee may provide as a director of a any Subsidiary or Affiliate;
; (mix) this grant of RSUs RSAs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs RSAs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
; (nx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs RSAs resulting from termination of Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs RSAs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the CompanyCompany or the Employer, the Employer waives his or her ability, if any, to bring any other Subsidiary or Affiliate such claim, and releases the Company, Company and the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
; (pxii) notwithstanding any terms or conditions of the CompanyPlan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value purposes of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
RSAs, and (qxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs RSAs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUsRSAs whether or not vested, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Grant Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The Employee understandsBy entering into this Restricted Stock Unit Agreement, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime and the Company, in its discretion, shall have the power and authority to (a) determine which (if any) individuals rendering services or employed outside the United States are eligible to participate in the Plan; (b) determine which non-United States-based operations (e.g., subsidiaries, branches, representative offices) participate in the Plan; (c) modify the terms and conditions of any Restricted Unit Grants made to such eligible individuals, or with respect to such non-United States-based operations; and (d) establish sub-plans, modified exercise, payment and other terms and procedures to the extent deemed necessary or desirable by the Company;
(eii) the grant of RSUs this Restricted Unit Grant is exceptional, voluntary and occasional and a one-time benefit which does not create any contractual or other right to receive future grants of RSUs or other awardsRestricted Stock Units, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the pastRestricted Stock Units;
(fiii) all decisions determinations with respect to any such future grants, if anyincluding, but not limited to, the times when Restricted Unit Grants shall be granted, the number of shares subject to each Restricted Unit Grant, the g▇▇▇▇ ▇▇▇▇▇, and the time or times when each Restricted Unit Grant shall be issueable, will be at the sole discretion of the Company;
(giv) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer Grantee’s employer and shall not interfere with the ability of the Employer Grantee’s employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either partywith or without cause;
(hv) the Employee is voluntarily participating Grantee’s participation in the PlanPlan is voluntary;
(ivi) RSUs and their resulting benefits are the value of this Restricted Unit Grant is an extraordinary items that are item of compensation which is outside the scope of the EmployeeGrantee’s employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are is not part of normal or expected compensation or salary for any purposes, including, but not limited to purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nvii) the future value of the underlying Shares shares of Stock is unknown, indeterminable unknown and cannot be predicted with certaintycertainty and if the value of the underlying Stock decreases in value, so will the value of this Restricted Unit Grant;
(oviii) this Restricted Unit Grant has been granted to the Grantee in the Grantee’s status as an employee of his or her employer, and can in no claim event be understood or entitlement interpreted to compensation mean that the Company is the Grantee’s employer or damages that the Grantee has an employment relationship with the Company; provided, however, that this provision shall arise from forfeiture not affect any Grantee who is actually employed by the Company; and
(ix) the ultimate liability for any and all tax, social insurance and any other payroll tax (“tax-related items”) withholding and reporting obligations are and remain the Grantee’s responsibility and liability and that the Company (i) makes no representations nor undertakings regarding treatment of any tax-related items in connection with any aspect of the RSUs resulting from termination of Employee’s employment (regardless Restricted Unit Grant, including the grant, vesting or issuance of the reason for such termination Restricted Stock Units and whether or the subsequent sale of Stock acquired; and (ii) does not later found commit to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or structure the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary aspect of this Restricted Unit Grant to reduce or Affiliate eliminate the Grantee’s liability regarding tax-related items.
(x) the terms and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court conditions of competent jurisdiction, then, by participating in the Plan, the Employee this Restricted Unit Grant shall be deemed irrevocably to have agreed not to pursue such claim governed by and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing construed in accordance with Section 17(k). If the attempted electronic delivery laws of the State of Illinois, USA, without taking into account any document fails, the Employee will be provided with a paper copy conflicts of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentslaws provisions.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Jones Lang Lasalle Inc)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) no . No claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of Company’s stock or the Employee’s employment Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably releases the Company and its Affiliates from, and agrees never not to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; ifclaim that may arise. Further, notwithstanding the foregoing, if any such claim is allowed found by a court or tribunal of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, accepting this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with deemed to have irrevocably waived their entitlement to pursue such claim; and
(e) upon the Employee’s Termination (whether or not such Termination constitutes a paper copy breach of such document. The Employee may revoke local labor laws), the Employee’s right to receive benefits shall be only as set forth in this Agreement; his or her consent to Termination shall be effective at the electronic delivery of documents or may change date reasonably anticipated by the electronic mail address to which such documents are to be delivered (if Company and the Employee has provided an electronic mail address) that the Employee will no longer be employed at a level equal to or greater than 21% percent of his average level of services over the immediately preceding 36 month period. Employee’s Termination will not be extended by any time by notifying notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); and the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The shall have the exclusive discretion to determine when the Employee is not required to consent to the electronic delivery are no longer actively employed for purposes of documentsthis grant of Stock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of PRU, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs PRU is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsPRU, or benefits in lieu of RSUsShares or PRU, even if Shares or RSUs PRU have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee Recipient is participating voluntarily participating in the Plan;
; (ivi) RSUs PRU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jvii) RSUs PRU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mviii) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PRU will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (nix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of PRU, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PRU or diminution in value of this grant of PRU resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (xii) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
PRU; and (qxiii) if the Company determines that the Employee has engaged Company’s performance is below minimum levels as set forth in misconduct prohibited by Applicable Law this Agreement or any applicable policy of the Companyannual supplement hereto, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, no PRU will be awarded and no Shares will be issued to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 1 contract
Sources: 2023 Incentive Compensation Plan (TTM Technologies Inc)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it Grantee is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is participating voluntarily participating in the Plan;
(ie) RSUs RSU grants and their resulting benefits are an extraordinary items item that are outside does not constitute compensation of any kind for services of any kind rendered to the scope of the Employee’s employment contract, if anyCompany;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mf) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(ng) the future value of the underlying Shares Company’s shares is unknown, indeterminable may increase or decrease from the date of grant and cannot be predicted with certainty;; and
(oh) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Grantee’s employment directorship by the Company (regardless of for any reason whatsoever) and the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 1 contract
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of PRSUs, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsPRSUs, or benefits in lieu of RSUsShares or PRSUs, even if Shares or RSUs PRSUs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee Recipient is participating voluntarily participating in the Plan;
; (ivi) RSUs PRSUs, PRSU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jvii) RSUs PRSUs, PRSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mviii) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (nix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this PRSU Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PRSUs or diminution in value of this PRSU Award resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (xii) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale of any Shares acquired upon settlement;
this PRSU Award; and (qxiii) if the Company determines that Company’s earnings per share is below the Employee has engaged EPS Target as set forth in misconduct prohibited by Applicable Law or any applicable policy of the Companythis Agreement, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, no PRSUs will be awarded and no Shares will be issued to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (Element Solutions Inc)
Acknowledgment and Waiver. The Employee By accepting this Grant, the Team Member understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its with regard to their respective subject matters matters, and the Employee Team Member is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(cb) all good good-faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(dc) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(ed) the grant of RSUs This Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs PARSUs or other awards, or benefits in lieu of RSUsPARSUs, even if Shares or RSUs PARSUs have been granted in the past;
(fe) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gf) the EmployeeTeam Member’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeTeam Member’s employment relationship at any time time, and it is expressly agreed and understood that employment is terminable at the will of either party;
(hg) the Employee Team Member is voluntarily participating in the Plan;
(ih) RSUs PARSUs and their resulting benefits are extraordinary items that are outside the scope of the EmployeeTeam Member’s employment contract, if any;
(ji) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(kj) RSUs PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of or end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments;
(k) PARSUs and their resulting benefits should in no event be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate.
(l) unless otherwise agreed by the Company, the RSUs PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee Team Member may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, unknown and indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PARSUs resulting from the termination of Employeethe Team Member’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where in which the Employee Team Member is employed or retained or the terms of the Employee's Team Member’s employment or service agreement, if any), and in consideration of the grant of the RSUs PARSUs to which the Employee Team Member is otherwise not entitled, the Employee Team Member irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee Team Member shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the EmployeeTeam Member’s local currency and the United States U.S. dollar that may affect the value of the RSUs or any amounts due to Shares; (q) if the Employee pursuant to Company’s performance is below the settlement of minimum level as set forth in this Grant Agreement, no PARSUs will vest and all Shares will be forfeited by the RSUs or the subsequent sale of any Shares acquired upon settlementTeam Member;
(qr) if the Company determines that the Employee Team Member has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to timetime (including engagement in Detrimental Activities), or if the Company is required to make recovery from the Employee Team Member under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee Team Member the proceeds from RSUs PARSUs that vested up to three (3) years prior to the EmployeeTeam Member’s termination of employment or at any time thereafter, (ii) cancel the EmployeeTeam Member’s outstanding RSUsPARSUs, and (iii) take any other action it deems to be required and appropriate; and
(rs) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, and the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee Team Member may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee Team Member by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee Team Member will be provided with a paper copy of such document. The Employee Team Member may revoke his or her consent to the electronic delivery of documents or may change the electronic electronic-mail address to which such documents are to be delivered (if the Employee Team Member has provided an electronic electronic-mail address) at any time by notifying the Company of such revoked consent or revised electronic electronic-mail address in accordance with Section 17(k18(k). The Employee Team Member is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Stock Incentive Plan Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. The By accepting this grant of RSUs, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 8, 9 and 910, the vesting of the RSUs is earned only by continuing employment as an employee with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimsAffiliate;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct Detrimental Activities, or conduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k18(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k18(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate the Employee’s 's employment relationship at any time time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s 's employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) no . No claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of Company’s stock or the Employee’s employment 's Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably releases the Company from, and agrees never not to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by that may arise; and,
(e) upon the Employee’s Termination (whether or not such Termination constitutes a court breach of competent jurisdiction, then, by participating in the Planlocal labor laws), the Employee Employee's right to receive benefits shall be deemed irrevocably only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company and the Employee that the Employee will no longer be employed at a level equal to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal greater than 21% of such claims;
(p) his average level of services over the Company, the Employer or any other Subsidiary or Affiliate immediately preceding thirty-six month period. Employee’s Termination will not be liable for extended by any foreign exchange rate fluctuation between the Employee’s notice period mandated under local currency law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); and the United States dollar that may affect Company shall have the value of the RSUs or any amounts due exclusive discretion to determine when the Employee pursuant to the settlement is no longer actively employed for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsStock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of Stock Units, the Participant acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the The grant of RSUs Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock or other awardsStock Units, or benefits in lieu of RSUsStock or Stock Units, even if Shares Stock or RSUs Stock Units have been granted repeatedly in the past;
(fb) all All decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gc) the EmployeeThe Participant’s participation in the Plan receipt of this Award shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeParticipant’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hd) the Employee The Participant is participating voluntarily participating in the Planthis Award;
(ie) RSUs These Stock Units and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the EmployeeParticipant’s employment contract, if any;
(jf) RSUs These Stock Units and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lg) unless otherwise agreed by In the event that the Participant is not an Employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Stock Units will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Stock Units will not be interpreted to form an employment contract with the Employer or any Subsidiary or AffiliateAffiliate of the Company;
(nh) the The future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(oi) In consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock Units or diminution in value of this grant of Stock Units resulting from termination of Employeethe Participant’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Participant irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Participant shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rj) the delivery Notwithstanding any terms or conditions of any documents related this Agreement to the Plan contrary, in the event of involuntary termination of the Participant’s employment (whether or Awards granted not in breach of local labor laws), the Participant’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Company’s stockholders, may be made by electronic delivery. Such means event of electronic delivery may include the delivery involuntary termination of a link to a Company intranet employment (whether or the Internet site not in breach of a third party involved in administering the Planlocal labor laws), the delivery Participant’s right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the document via electronic mail or other such means Participant’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy this grant of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsStock Units.
Appears in 1 contract
Sources: Non Plan Restricted Stock Unit Agreement (Sonosite Inc)
Acknowledgment and Waiver. The Employee understands, Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs VDI Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsVDI Awards, or benefits in lieu of RSUsVDI Awards, even if Shares or RSUs VDI Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grantsawards, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall will not create a right to further employment with the Employer and shall will not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs VDI Awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs VDI Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs VDI Award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs VDI Award will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value in consideration of the underlying Shares is unknownthis VDI Award, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall will arise from forfeiture termination of the RSUs this grant or diminution in value of this VDI Award resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall Grantee will be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;claim; and
(pj) the CompanyCompany may impose such other restrictions, the Employer conditions or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due limitations as it determines appropriate as to the Employee pursuant to timing and manner of any re-sales by the settlement of Grantee or other subsequent transfers by the RSUs or the subsequent sale Grantee of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of common stock issued as a result of the Companyvesting of the VDI Award, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, including without limitation (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafterrestrictions under an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (ii) cancel restrictions designed to delay and/or coordinate the Employee’s outstanding RSUs, timing and manner of sales by Grantee and other Share holders and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related restrictions as to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery use of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail specified brokerage firm for such re-sales or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentstransfers.
Appears in 1 contract
Sources: Value Driver Incentive Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan this Agreement shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is voluntarily participating in the Planreceiving RSUs voluntarily;
(if) RSUs RSU awards and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs RSU awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, or bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant award of RSUs will shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant award of RSUs will shall not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty;
(oj) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the this grant of RSUs resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of the Employee's employment or service agreement, if anyEmployer (for any reason whatsoever), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be irrevocably deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;claim; and
(pk) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due award evidenced by this Agreement is subject to all Company policies relating to the Employee pursuant to the settlement clawback and/or recoupment of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Companycompensation, as in effect the same may be amended from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, and to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up Grantee is subject to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementsuch policies, the Plan prospectus terms and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy conditions of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents policies are to be delivered (if the Employee has provided an electronic mail address) at any time hereby incorporated by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsreference into this Agreement.
Appears in 1 contract
Acknowledgment and Waiver. The By accepting this grant of Restricted Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock or other awardsRestricted Stock Units, or benefits in lieu of RSUsStock or Restricted Stock Units, even if Shares Stock or RSUs Restricted Stock Units have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gc) the Employee’s participation in the Plan shall not create a right to further employment with Employer, shall not create an employment agreement between the Employee and his or her Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hd) the Employee is voluntarily participating in the Plan;
(i) RSUs restricted stock unit, restricted stock unit grants and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs restricted stock units, restricted stock unit grants and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(le) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the CompanyRestricted Stock Units, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Restricted Stock Units or diminution in value of this grant of Restricted Stock Units resulting from termination Termination of Employee’s employment Employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rf) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary Termination of Employment (whether or Awards granted not in breach of local labor laws), the Employee’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Company’s stockholders, may be made by electronic delivery. Such means event of electronic delivery may include the delivery involuntary Termination of a link to a Company intranet Employment (whether or the Internet site not in breach of a third party involved in administering the Planlocal labor laws), the delivery Employee’s right to receive benefits under this Agreement after Termination of Employment, if any, will be measured by the date of termination of the document via electronic mail or other such means of electronic delivery specified Employee’s active employment and will not be extended by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The By accepting this grant of Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) , and, in consideration of this grant of Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of Company’s stock or the Employee’s employment Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably releases the Company from, and agrees never not to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriatearise; and
(re) upon the delivery Employee’s Termination (whether or not such Termination constitutes a breach of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementlocal labor laws), the Plan prospectus and any reports Employee’s right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective as of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to date that the Employee is no longer actively employed and will not be extended by contacting any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); and the Company in writing in accordance with Section 17(k). If Committee shall have the attempted electronic delivery of any document fails, exclusive discretion to determine when the Employee will be provided with a paper copy is no longer actively employed for purposes of such document. The Employee may revoke his or her consent to the electronic delivery this grant of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsStock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The By accepting this Grant Agreement, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 the Supplemental Retention and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan Long Term Incentive Award programs are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature Company and may be modified, amended, suspended or terminated by the Company at any time;
time; (eb) the grant of RSUs a Cash Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs cash awards similar to (or other awardsdissimilar from) the Cash Award, or benefits in lieu of RSUssuch awards, even if Shares or RSUs such awards have been granted repeatedly in the past;
; (fc) any Supplemental Retention Cash Award is not considered part of the Employee’s total compensation opportunity (i.e., base salary, short-term incentive, or long-term incentive); (d) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company and/or the Committee; (ge) the Employee’s participation in the Plan acceptance of this Grant Agreement shall not create a right to further employment with the Employer Company or any of its subsidiaries and shall not interfere with the ability of the Employer Company or any of its subsidiaries to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hf) the Employee is voluntarily participating in the Plan;
entering into this Grant Agreement voluntarily; (ig) RSUs Supplemental Retention Cash Awards and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
any; (jh) RSUs Cash Awards and their resulting benefits are not intended to replace any pension rights or compensation;
compensation; (ki) RSUs Supplemental Retention Cash Awards and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, annual incentive opportunity, short-term incentive or other incentive compensation, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by the Company, the RSUs law and their resulting benefits are not granted in no event should be considered as consideration compensation for, or relating in connection withany way to, past services for the service the Employee may provide as a director Company or any of a Subsidiary or Affiliate;
its subsidiaries; (mj) this grant of RSUs Grant Agreement will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant Company or any of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
its subsidiaries; (nk) the future value of the underlying Shares is unknown, indeterminable and canEmployee shall not be predicted with certainty;
(o) no institute any claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate Company and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably its subsidiaries relating to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Acknowledgment and Waiver. The By accepting the grant of this Stock, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs this Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsStock, or benefits in lieu of RSUsStock, even if Shares or RSUs have Stock has been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs this Stock is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and their resulting benefits are extraordinary items that are is outside the scope of the Employee’s 's employment contract, if any;
; (jvii) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are this Stock is not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (lviii) unless otherwise agreed by in the event that Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this Stock grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Affiliate of the Company; (nix) the future value of the underlying Shares shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of the grant of this Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock or diminution in value of this grant of Stock resulting from termination of Employee’s 's employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and to have agreed to execute (xi) notwithstanding any and all documents necessary to request dismissal terms or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value conditions of the RSUs or any amounts due Plan to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company maycontrary, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s event of involuntary termination of Employee's employment (whether or any time thereafternot in breach of local labor laws), (ii) cancel the Employee’s outstanding RSUs, 's right to receive Stock and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted vest in Stock under the Plan, including the Planif any, this Grant Agreement, the Plan prospectus and any reports will terminate effective as of the Company generally provided date that Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the Company’s stockholdersevent of involuntary termination of employment (whether or not in breach of local labor laws), may Employee's right to vest in this Stock after termination of employment, if any, will be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from date of termination of Employee's active employment and will not be extended by any notice period mandated under local law; the Company a paper copy of any documents delivered electronically at no cost Committee shall have the exclusive discretion to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The determine when Employee is not required to consent to the electronic delivery no longer actively employed for purposes of documentsthis Stock grant.
Appears in 1 contract
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate the Employee’s 's employment relationship at any time time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s 's employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) no . No claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of Company’s stock or the Employee’s employment 's Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably releases the Company from, and agrees never not to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriatearise; and
(re) upon the delivery Employee’s Termination (whether or not such Termination constitutes a breach of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementlocal labor laws), the Plan prospectus and any reports of Employee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to and the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, that the Employee will no longer be provided with employed at a paper copy level equal to or greater than 21% percent of such documenthis average level of services over the immediately preceding thirty-six month period. The Employee may revoke his Employee’s Termination will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or her consent similar period pursuant to local law); and the electronic delivery of documents or may change Committee shall have the electronic mail address exclusive discretion to which such documents are to be delivered (if determine when the Employee has provided an electronic mail address) at any time by notifying the Company is no longer actively employed for purposes of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery this grant of documentsStock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The By accepting this grant of PARSUs and any Shares, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(cb) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs PARSUs granted under the Plan are binding, conclusive and final;
(dc) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(ed) the grant of RSUs PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs PARSUs or other awards, or benefits in lieu of RSUsPARSUs, even if Shares or RSUs PARSUs have been granted in the past;
(fe) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gf) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(hg) the Employee is voluntarily participating in the Plan;
(ih) RSUs PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(ji) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(kj) RSUs PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(lk) unless otherwise agreed by the Company, the RSUs PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(ml) this grant of RSUs PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nm) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(on) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(po) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs PARSUs or any amounts due to the Employee pursuant to the settlement of the RSUs PARSUs or the subsequent sale of any Shares acquired upon settlement;
(p) if the Company's performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs PARSUs vested up to three (3) years prior 6 to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUsPARSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k19(l). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Grant Agreement
Acknowledgment and Waiver. The Employee understandsIn accepting the Company's grant of Stock Units, acknowledges you expressly acknowledge and agrees agree that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(fb) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s your participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate the Employee’s or modify your employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either partytime, with or without cause, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s your employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) no predicted. No claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of EmployeeCompany’s employment stock or your Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and you irrevocably release the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any)Company and its Affiliates from, and in consideration of the grant of the RSUs agree not to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; ifclaim that may arise. Further, notwithstanding the foregoing, if any such claim is allowed found by a court or tribunal of competent jurisdictionjurisdiction to have arisen, then, by participating in the Planaccepting this Agreement, the Employee shall you will be deemed irrevocably to have agreed not irrevocably waived entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(re) upon your Termination (whether or not such Termination constitutes a breach of local labor laws), your right to receive benefits shall be only as set forth in this Agreement; your Termination shall be effective on the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of date reasonably anticipated by the Company generally provided and you, that you will no longer be employed at a level equal to or greater than 21% percent of his average level of services over the Company’s stockholdersimmediately preceding 36 month period. Your Termination will not be extended by any notice period mandated under local law (e.g., may be made by electronic delivery. Such means active employment would not include a period of electronic delivery may include the delivery of a link "garden leave" or similar period pursuant to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from local law); and the Company a paper copy shall have the exclusive discretion to determine when you have terminated active employment for purposes of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery this grant of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsStock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The Employee understands, Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs VDI Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsVDI Awards, or benefits in lieu of RSUsVDI Awards, even if Shares or RSUs VDI Awards have been granted repeatedly in the past;
(fc) all decisions with respect to future grantsawards, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall will not create a right to further employment with the Employer and shall will not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs VDI Awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs VDI Awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs VDI Award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs VDI Award will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value in consideration of the underlying Shares is unknownthis VDI Award, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall will arise from forfeiture termination of the RSUs this grant or diminution in value of this VDI Award resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall Grantee will be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;claim; and
(pj) the CompanyThe Company may impose such other restrictions, the Employer conditions or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due limitations as it determines appropriate as to the Employee pursuant to timing and manner of any re-sales by the settlement of Grantee or other subsequent transfers by the RSUs or the subsequent sale Grantee of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of common stock issued as a result of the Companyvesting of the VDI Award, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, including without limitation (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafterrestrictions under an ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (ii) cancel restrictions designed to delay and/or coordinate the Employee’s outstanding RSUs, timing and manner of sales by Grantee and other Share holders and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related restrictions as to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery use of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail specified brokerage firm for such re-sales or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentstransfers.
Appears in 1 contract
Sources: Value Driver Incentive Award Agreement (Fluor Corp)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate or modify the Employee’s 's employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either partytime, with or without cause, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s 's employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) no predicted. No claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of Company’s stock or the Employee’s employment 's Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably releases the Company from, and agrees never not to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriatearise; and
(re) upon the delivery Employee’s Termination (whether or not such Termination constitutes a breach of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementlocal labor laws), the Plan prospectus and any reports of Employee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to and the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, that the Employee will no longer be provided with employed at a paper copy level equal to or greater than 21% of such documenthis average level of services over the immediately preceding thirty-six month period. The Employee may revoke his Employee’s Termination will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or her consent similar period pursuant to local law); and the electronic delivery of documents or may change Company shall have the electronic mail address exclusive discretion to which such documents are to be delivered (if determine when the Employee has provided an electronic mail address) at any time by notifying the Company is no longer actively employed for purposes of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery this grant of documentsStock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The By accepting this LT Cash Award, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 16(d), may be modified, amended, suspended or terminated by the Company at any time;
; (eii) the grant of RSUs a LT Cash Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsLT Cash Awards, or benefits in lieu of RSUsLT Cash Awards, even if Shares or RSUs LT Cash Awards have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company and/or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs LT Cash Awards and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs LT Cash Awards and their resulting benefits are not intended to replace any pension rights or compensation;
; (kviii) RSUs LT Cash Awards and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the RSUs and their resulting benefits are not granted as consideration for, Employer or in connection with, the service the Employee may provide as a director of a any Subsidiary or Affiliate;
; (mix) this grant of RSUs a LT Cash Award will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs a LT Cash Award will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
; (n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(ox) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs LT Cash Award resulting from termination of Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs LT Cash Award to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the CompanyCompany or the Employer, the Employer waives his or her ability, if any, to bring any other Subsidiary or Affiliate such claim, and releases the Company, Company and the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
; (pxi) notwithstanding any terms or conditions of the CompanyPlan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value purposes of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
LT Cash Award, and (qxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs LT Cash Awards that vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUsLT Cash Awards, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Grant Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The By accepting this grant of a Stock Award, Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs the Stock Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs stock awards or other awards, or benefits in lieu of RSUsshares, even if Shares stock awards or RSUs shares have been granted repeatedly in the past;
(fb) all decisions with respect to future grants, if any, will be at the sole discretion grant of the Company;
(g) the Employee’s participation in the Plan Stock Award shall not create a right to further employment with the Employer Company, shall not create an employment agreement between Employee and the Company and shall not interfere with the ability of the Employer Company to terminate the Employee’s employment relationship at any time with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in grant of this Stock Award, the Plan;
(i) RSUs Shares and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(jd) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part in consideration of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Award or diminution in value of the RSUs Shares resulting from termination of Employee’s employment by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(re) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary termination of employment (whether or Awards granted not in breach of local labor laws) and of status as a Service Provider, Employee’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that Employee is no longer actively employed or actively acting as a Service Provider and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Companyevent of involuntary termination of employment (whether or not in breach of local labor laws) and of status as a Service Provider, Employee’s stockholdersright to receive benefits under this Agreement after such termination, may if any, will be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from the Company date of termination of Employee’s active employment or active provision of services as a paper copy of Service Provider and will not be extended by any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 1 contract
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of PRSUs, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eb) the grant of RSUs PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs shares of Common Stock or other awardsPRSUs, or benefits in lieu of RSUsshares of Common Stock or PRSUs, even if Shares shares of Common Stock or RSUs PRSUs have been granted repeatedly in the past;
; (fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (gd) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (he) the Employee Recipient is participating voluntarily participating in the Plan;
; (if) RSUs PRSUs, PRSU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the EmployeeRecipient’s employment or service contract, if any;
; (jg) RSUs PRSUs, PRSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-long- service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mh) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (ni) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oj) in consideration of this grant of PRSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PRSUs or diminution in value of this grant of PRSUs resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (k) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (l) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
PRSUs; and (qm) if the Company determines that the Employee has engaged Company’s performance is below minimum levels as set forth in misconduct prohibited by Applicable Law this Agreement or any applicable policy annual supplement hereto, no PRSUs will be awarded and no shares of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, Common Stock will be issued to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 1 contract
Sources: Performance Restricted Stock Unit Agreement (Roadrunner Transportation Systems, Inc.)
Acknowledgment and Waiver. The By accepting this grant of RSAs, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 14(d), may be modified, amended, suspended or terminated by the Company at any time;
; (eii) the grant of RSUs RSAs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSAs, or benefits in lieu of RSUsShares or RSAs, even if Shares or RSUs RSAs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSAs and their resulting benefits are not intended to replace any pension rights or compensation; (vii) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
; (jviii) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs RSAs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the RSUs and their resulting benefits are not granted as consideration for, Employer or in connection with, the service the Employee may provide as a director of a any Subsidiary or Affiliate;
; (mix) this grant of RSUs RSAs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs RSAs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
; (nx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oxi) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs RSAs resulting from termination of Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if anylocal labor laws), and in consideration of the grant of the RSUs RSAs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the CompanyCompany or the Employer, the Employer waives his or her ability, if any, to bring any other Subsidiary or Affiliate such claim, and releases the Company, Company and the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
; (pxii) notwithstanding any terms or conditions of the CompanyPlan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Stock Notification and Award Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value purposes of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
RSAs, and (qxiii) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs RSAs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUsRSAs whether or not vested, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Stock Notification and Award Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, acknowledges you acknowledge and agrees agree that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs shares or other awardsRSUs, or benefits in lieu of shares or RSUs, even if Shares shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is you are participating voluntarily participating in the Plan;
(ie) RSUs RSU grants and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the Employee’s your employment contract, if any;
(jf) RSUs RSU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lg) unless otherwise agreed by in the event that you are not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliateof the Company;
(nh) the future value of the underlying Shares shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the RSU, and cannot be predicted with certainty;; and
(oi) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employee’s your employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and you irrevocably release the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee you shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Heinz H J Co)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of a Stock Purchase Award, Purchaser acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs a Stock Purchase Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock Purchase Awards or other awards, or benefits in lieu of RSUsShares, even if Stock Purchase Awards or Shares or RSUs have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s participation in the Plan grant of a Stock Purchase Award shall not create a right to further employment or a service relationship with the Employer Company, shall not create an employment agreement between Purchaser and the Company and shall not interfere with the ability of the Employer Company to terminate the EmployeePurchaser’s employment or service relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs grant of a Stock Purchase Award, Shares and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and are outside the scope of the EmployeePurchaser’s employment service relationship contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs the grant of a Stock Purchase Award, Shares and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(ld) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Purchase Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Purchase Award or diminution in value of the RSUs Shares resulting from termination of Employee’s employment Continuous Service by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee Purchaser irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Purchaser shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(re) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of involuntary termination of Continuous Service (whether or Awards granted not in breach of local labor laws), Purchaser’s right to receive benefits under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that Purchaser is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active service relationship would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the Companyevent of involuntary termination of Continuous Service (whether or not in breach of local labor laws), Purchaser’s stockholdersright to receive benefits under this Agreement after termination of Continuous Service, may if any, will be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified measured by the Company. The Employee may receive from the Company a paper copy date of termination of Purchaser’s active service relationship and will not be extended by any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsnotice period mandated under local law.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (Ap Pharma Inc /De/)
Acknowledgment and Waiver. The By accepting this grant of Restricted Stock Units, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime pursuant to the terms of the Plan, including without limitation to the extent the Company reasonably deems it required by any Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(eb) this Agreement, including without limitation, the terms of this grant of Restricted Stock Units, may be modified, amended, suspended, or terminated by the Company at any time, in its sole discretion, to the extent the Company reasonably deems it required by any Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(c) the grant of RSUs Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRestricted Stock Units, or benefits in lieu of RSUsShares or Restricted Stock Units, even if Shares or RSUs Restricted Stock Units have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan shall not create a right to further employment with the Employer, shall not create an employment agreement between the Employee and the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by Applicable Laws, which include for purposes of this Agreement, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority;
(he) the Employee is voluntarily participating in the Plan;
(i) RSUs Restricted Stock Units and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs restricted stock units, restricted stock unit grants, and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits benefits, or similar paymentspayments insofar as permitted by Applicable Laws;
(lf) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the CompanyRestricted Stock Units, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Restricted Stock Units or diminution in value of this grant of Restricted Stock Units resulting from termination Termination of Employee’s employment Employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed local labor laws) or retained from modification, amendment, suspension, or the terms termination of the Employee's employment Plan or service agreement, if any)this Agreement pursuant to Section 15 of the Plan or Section 9(a) or 9(b) of this Agreement, and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriateclaim; and
(rg) notwithstanding any terms or conditions of the delivery of any documents related Plan to the Plan contrary, in the event of Termination of Employment (whether or Awards granted not in breach of local labor laws), the Employee’s right to receive benefits under the Plan, including the Plan, Plan and this Grant Agreement, the Plan prospectus and any reports if any, will terminate effective as of the Company generally provided date that the Employee is no longer actively employed and will not be extended by any notice period mandated under any Applicable Laws (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law). In the Companyevent of Employee’s stockholders, may be made by electronic delivery. Such means Termination of electronic delivery may include the delivery of a link Employment due to a Company intranet death or the Internet site of a third party involved in administering the PlanTotal and Permanent Disability, the delivery Employee’s right to receive benefits under this Agreement after such termination, if any, will be determined as of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsEmployee’s last day worked.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Cathay General Bancorp)
Acknowledgment and Waiver. The By accepting this grant of ▇▇▇▇, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs ▇▇▇▇ is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awards▇▇▇▇, or benefits in lieu of RSUsShares or ▇▇▇▇, even if Shares or RSUs ▇▇▇▇ have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs ▇▇▇▇, PRU grants and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs ▇▇▇▇, PRU grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mviii) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs ▇▇▇▇ will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Affiliate of the Company; (nix) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of ▇▇▇▇, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of ▇▇▇▇ or diminution in value of this grant of ▇▇▇▇ resulting from termination of the Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Employee’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Agreement after termination of employment, if any, will be measured by the date of termination of the Employee’s active employment and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (xii) the Employee’s local currency and Committee shall have the United States dollar that may affect the value of the RSUs or any amounts due exclusive discretion to determine when the Employee pursuant to the settlement is no longer actively employed for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
▇▇▇▇; and (qxiii) if the Company determines that the Employee has engaged Company’s performance is below minimum levels as set forth in misconduct prohibited by Applicable Law this Agreement or any applicable policy of the Companyannual supplement hereto, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior no ▇▇▇▇ will be awarded and no Shares will be issued to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Performance Based Rsu Grant Agreement (TTM Technologies Inc)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of PSUs, the Recipient acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eb) the grant of RSUs PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsPSUs, or benefits in lieu of RSUsShares or PSUs, even if Shares or RSUs PSUs have been granted repeatedly in the past;
; (fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (gd) the EmployeeRecipient’s participation in the Plan shall not create a right to further employment with the Employer Company or the Related Entity that employs the Recipient (the “Employer”) and shall not interfere with the ability of the Employer to terminate the EmployeeRecipient’s employment relationship at any time with or without Cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (he) the Employee Recipient is participating voluntarily participating in the Plan;
; (if) RSUs PSUs, PSU grants and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(mg) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PSUs will not be interpreted to form an employment contract with the Company, the Employer or any Subsidiary or Affiliate;
Related Entity; (nh) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oi) in consideration of this grant of PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PSUs or diminution in value of this grant of PSUs resulting from termination of Employeethe Recipient’s employment Continuous Service (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Recipient irrevocably releases the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Recipient shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (j) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Recipient’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be liable for extended by any foreign exchange rate fluctuation between notice period mandated under local law; (k) the Employee’s local currency and Committee shall have the United States dollar that may affect exclusive discretion to determine when the value Recipient is no longer actively in the Continuous Service of the RSUs or any amounts due to the Employee pursuant to the settlement Company and its Related Entities for purposes of the RSUs or the subsequent sale this grant of any Shares acquired upon settlement;
PSUs; and (ql) if the Company determines that the Employee has engaged Company’s performance is Below Threshold as set forth in misconduct prohibited by Applicable Law this Agreement or any applicable policy of the Companyannual supplement hereto, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, no Shares subject to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior PSUs will be issued to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsRecipient.
Appears in 1 contract
Acknowledgment and Waiver. The Employee understandsBy accepting the grant of this Option, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsOptions, or benefits in lieu of RSUsShares or Options, even if Shares or RSUs Options have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will shall be at the sole discretion of the Company;
(gd) the Employee’s participation in the Plan this Agreement shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time relationship, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is voluntarily participating in the Planreceiving Options voluntarily;
(if) RSUs Option grants and their resulting benefits are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs Option grants and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, or bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will Options shall not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will Options shall not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or exercise of the Option and cannot be predicted with certainty;
(oj) in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the RSUs this Option resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of the Employee's employment or service agreement, if anyEmployer (for any reason whatsoever), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be irrevocably deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;claim; and
(pk) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due award evidenced by this Agreement is subject to all Company policies relating to the Employee pursuant to the settlement clawback and/or recoupment of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Companycompensation, as in effect the same may be amended from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, and to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up Grantee is subject to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementsuch policies, the Plan prospectus terms and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy conditions of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents policies are to be delivered (if the Employee has provided an electronic mail address) at any time hereby incorporated by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsreference into this Agreement.
Appears in 1 contract
Sources: Option Agreement (Fluor Corp)
Acknowledgment and Waiver. The By accepting this grant of PARSUs and any Shares, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(cb) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(dc) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(ed) the grant of RSUs PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs PARSUs or other awards, or benefits in lieu of RSUsPARSUs, even if Shares or RSUs PARSUs have been granted in the past;
(fe) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gf) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(hg) the Employee is voluntarily participating in the Plan;
(ih) RSUs PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(ji) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(kj) RSUs PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(lk) unless otherwise agreed by the Company, the RSUs PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(ml) this grant of RSUs PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nm) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(on) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(po) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs PARSUs or any amounts due to the Employee pursuant to the settlement of the RSUs PARSUs or the subsequent sale of any Shares acquired upon settlement;
(p) if the Company's performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs PARSUs vested up to three (3) years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUsPARSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k19(l). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;; Retention Grant Agreement effective for grants on and after July 2019
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic Retention Grant Agreement effective for grants on and after July 2019 delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Grant Agreement (Hp Inc)
Acknowledgment and Waiver. The Employee By accepting this grant of RSUs, the Team Member understands, acknowledges and agrees that:
(a) except as provided in Sections 8 8, 9 and 910 of the Grant Agreement, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee Team Member is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs Awards granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(g) the EmployeeTeam Member’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeTeam Member’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
(h) the Employee Team Member is voluntarily participating in the Plan;
(i) RSUs and their resulting benefits are extraordinary items that are outside the scope of the EmployeeTeam Member’s employment contract, if any;
(j) RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;
(l) RSUs and their resulting benefits should in no event be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate;
(m) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee Team Member may provide as a director of a Subsidiary or Affiliate;
(mn) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(no) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(op) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employeethe Team Member’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee Team Member is employed or retained or the terms of the Employee's Team Member’s employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitledRSUs, the Employee irrevocably Team Member agrees never not to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimsAffiliate;
(pq) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the EmployeeTeam Member’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee Team Member pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(qr) if the Company determines that the Employee Team Member has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to timetime (including engagement in Detrimental Activities to the extent Section 17 of the Grant Agreement applies or breach of any ARCIPD required pursuant to Section 18 of the Grant Agreement), or the Company is required to make recovery from the Employee Team Member under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee Team Member the proceeds from RSUs vested up to three years prior to the EmployeeTeam Member’s termination of employment or any time thereafter, (ii) cancel the EmployeeTeam Member’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(rs) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee Team Member may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee Team Member by contacting the Company in writing in accordance with Section 17(k21(j). If the attempted electronic delivery of any document fails, the Employee Team Member will be provided with a paper copy of such document. The Employee Team Member may revoke his or her the Team Member's consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee Team Member has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k21(j). The Employee Team Member is not required to consent to the electronic delivery of documents.
Appears in 1 contract
Sources: Global Grant Agreement (Hewlett Packard Enterprise Co)
Acknowledgment and Waiver. The Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
(e) time unless otherwise provided in the Plan or this Agreement; and that the grant of RSUs Stock Units is exceptional, voluntary and occasional discretionary and does not create any contractual or other right to receive future grants of RSUs Awards or other awards, or benefits in lieu of RSUsAwards, even if Shares or RSUs Awards have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gb) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer Company, does not create an employment contract with the Company, and shall not interfere with the ability of the Employer Company to terminate the Employee’s 's employment relationship at any time time, with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hc) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Units and their resulting benefits are an extraordinary items item that are is outside the scope of the Employee’s 's employment contract, if any;
(j) RSUs , and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(l) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(nd) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of grant or vesting of the Stock Unit and cannot be predicted with certainty;
(o) no . No claim or entitlement to compensation or damages shall arise from forfeiture termination of this grant of Stock Units or diminution in value of this grant of Stock Units resulting from changes in the value of the RSUs resulting from termination of Company’s stock or the Employee’s employment 's Termination by the Company (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably releases the Company from, and agrees never not to institute any claim pursue against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriatearise; and
(re) upon the delivery Employee’s Termination (whether or not such Termination constitutes a breach of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreementlocal labor laws), the Plan prospectus and any reports of Employee's right to receive benefits shall be only as set forth in this Agreement; his Termination shall be effective at the date reasonably anticipated by the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to and the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, that the Employee will no longer be provided with employed at a paper copy level equal to or greater than 21% of such documenthis average level of services over the immediately preceding thirty-six month period. The Employee may revoke his Employee’s Termination will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or her consent similar period pursuant to local law); and the electronic delivery of documents or may change Company shall have the electronic mail address exclusive discretion to which such documents are to be delivered (if determine when the Employee has provided an electronic mail address) at any time by notifying the Company is no longer actively employed for purposes of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery this grant of documentsStock Units.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Costco Wholesale Corp /New)
Acknowledgment and Waiver. The By accepting this grant of PARSUs, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and and, subject to Section 19(d), may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Grant Agreement; (eii) the grant of RSUs PARSUs and related benefits is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsPARSUs, or benefits in lieu of RSUsShares or PARSUs, even if Shares or RSUs PARSUs have been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
Company and/or the Committee; (giv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause, and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs PARSUs and their resulting or related benefits are an extraordinary items item that are is outside the scope of the Employee’s employment contract, if any;
; (jvii) RSUs PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
; (kviii) RSUs PARSUs and their resulting or related benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (lix) unless otherwise agreed by in the event that the Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Grant Agreement will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Grant Agreement will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Affiliate of the Company; (nx) the future value of the underlying Shares is unknown, indeterminable unknown and cannot be predicted with certainty;
; (oxi) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of PARSUs and related benefits or diminution in value of this grant of PARSUs or related benefits resulting from termination of the Employee’s employment by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Grant Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and claim; (xii) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of termination of the Employee’s employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of the Employee’s active employment and will not be liable extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for any foreign exchange rate fluctuation between purposes of this Grant Agreement; (xiv) if the Company’s performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee’s local currency ; and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(qxv) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriateappropriate and to the extent permitted under applicable law, (ia) recover from the Employee the proceeds from RSUs PARSUs and dividend equivalents vested up to three years prior to the Employee’s termination of employment or any time thereafter, (iib) cancel the Employee’s outstanding RSUsGrant Agreements, and (iiic) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made permitted by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsapplicable law.
Appears in 1 contract
Sources: Grant Agreement (Hewlett Packard Co)
Acknowledgment and Waiver. The By accepting this grant of a Stock Award, the Employee understands, acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs Stock Awards is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Stock Awards or other awards, or benefits in lieu of RSUsShares, even if Stock Awards or Shares or RSUs have been granted repeatedly in the past;
(f) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gc) the Employee’s participation in the Plan shall not create a right to further employment with Employer, shall not create an employment agreement between the Employee and his or her Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(hd) the Employee is voluntarily participating in the Plan;
(i) RSUs Stock Award grants, Shares and their resulting benefits are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s employment contract, if any;
(j) RSUs ; and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs Stock Award grants, Shares and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;payments insofar as permitted by law; and
(le) unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as in consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs will not be interpreted to form an employment contract or relationship with the Companya Stock Award, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
(n) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(o) no claim or entitlement to compensation or damages shall arise from forfeiture termination of this Stock Award or diminution in value of the RSUs Shares resulting from termination of Employee’s employment Termination by the Company or the Employer (regardless of the for any reason for such termination whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Secure Computing Corp)
Acknowledgment and Waiver. The Employee understandsBy accepting this grant of RSUs, the Grantee acknowledges and agrees that:
(a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(d) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any timetime unless otherwise provided in the Plan or this Agreement;
(eb) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs Shares or other awardsRSUs, or benefits in lieu of Shares or RSUs, even if Shares or RSUs have been granted repeatedly in the past;
(fc) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(gd) the EmployeeGrantee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the EmployeeGrantee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;
(he) the Employee Grantee is participating voluntarily participating in the Plan;
(if) RSUs RSU awards and their resulting benefits are an extraordinary items item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the scope of the EmployeeGrantee’s employment contract, if any;
(jg) RSUs RSU awards and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments insofar as permitted by law;
(lh) unless otherwise agreed by in the event that the Grantee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant award of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant award of RSUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliatesubsidiary of the Company;
(ni) the future value of the underlying Shares is unknown, indeterminable may increase or decrease from the date of award or vesting of the RSU and cannot be predicted with certainty;; and
(oj) in consideration of this grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the this grant of RSUs or diminution in value of this grant of RSUs resulting from termination of Employeethe Grantee’s employment (regardless of by the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained Company or the terms of Employer (for any reason whatsoever) and the Employee's employment or service agreement, if any), Grantee irrevocably releases the Company and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee Grantee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(p) the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsclaim.
Appears in 1 contract
Acknowledgment and Waiver. The By accepting this grant of Stock, the Employee understands, acknowledges and agrees that:
: (a) except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
(b) this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
(c) all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
(di) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
time unless otherwise provided in the Plan or this Agreement; (eii) the grant of RSUs Stock is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awardsStock, or benefits in lieu of RSUsStock, even if Shares or RSUs have Stock has been granted repeatedly in the past;
; (fiii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
; (giv) the Employee’s 's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s 's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party;
, insofar as permitted by law; (hv) the Employee is participating voluntarily participating in the Plan;
; (ivi) RSUs stock and their resulting benefits stock grants are an extraordinary items item that are does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee’s 's employment contract, if any;
; (jvii) RSUs stock and their resulting benefits are not intended to replace any pension rights or compensation;
(k) RSUs and their resulting benefits stock grants are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
payments insofar as permitted by law; (lviii) unless otherwise agreed by in the event that the Employee is not an employee of the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
(m) this grant of RSUs Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs Stock will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;
Affiliate of the Company; (nix) the future value of the underlying Shares Stock is unknown, indeterminable unknown and cannot be predicted with certainty;
; (ox) in consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs this grant of Stock or diminution in value of this grant of Stock resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment by the Company or service agreement, if any), the Employer (for any reason whatsoever and whether or not in consideration breach of the grant of the RSUs to which the Employee is otherwise not entitled, local labor laws) and the Employee irrevocably agrees never to institute any claim against releases the Company, Company and the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the Planterms of this Agreement, the Employee shall be deemed irrevocably to have agreed not waived any entitlement to pursue such claim claim; and (xi) notwithstanding any terms or conditions of the Plan to have agreed to execute any and all documents necessary to request dismissal the contrary, in the event of involuntary termination of the Employee's employment (whether or withdrawal not in breach of such claims;
(p) the Companylocal labor laws), the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency 's right to receive Stock and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
(q) if the Company determines that the Employee has engaged vest in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
(r) the delivery of any documents related to the Plan or Awards granted Stock under the Plan, including if any, will terminate effective as of the Plandate that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., this Grant Agreementactive employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Plan prospectus and any reports Employee's right to vest in this Stock after termination of employment, if any, will be measured by the date of termination of the Company generally provided Employee's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to determine when the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery is no longer actively employed for purposes of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documentsthis Stock grant.
Appears in 1 contract