Common use of Grantee Acknowledgements Clause in Contracts

Grantee Acknowledgements. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and (l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.

Grantee Acknowledgements. In By accepting the this DIP Fund Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that (i) neither the CompanyCompany nor any Subsidiary, nor any entity or person acting on their behalf, has provided the Grantee with any legal, investment, tax or financial advice with respect to the Grantee’s participation in the Company Plan, the Employer DIP Fund Award or any amounts deposited in a Company-designated account to purchase funds (or cash distributed) in respect of the DIP Fund Award in accordance with Section 5(a); (ii) neither the Company nor any Affiliated Company shall Subsidiary, nor any entity or person acting on their behalf will be liable for any foreign exchange rate fluctuation between loss or potential loss arising out of a delay in the initial allocation or any reallocation of any notional investment; (iii) notionally invested amounts may be notionally invested in a fund or funds denominated and/or traded in a currency which is not the currency in the Grantee’s local currency jurisdiction and that neither the United States Dollar that may affect Company nor any Subsidiary, nor any entity or person acting on their behalf is liable for any depreciation (or other impact) on Account balances due to movements in the value exchange rate or any charges imposed in relation to the conversion or transfer of money; (iv) the Grantee will open a Company-designated account needed to receive any proceeds or benefits from this DIP Fund Award, unless the Grantee already has opened such an account; (v) any failure to maintain such an account will subject the DIP Fund Award to a suspension of vesting or cancellation and forfeiture; (vi) Account balances are subject to any net appreciation or depreciation accruing from time to time based on the Grantee’s notional investment election of the Award or of any amounts due Account balance in accordance with the Grantee’s allocation election(s) in effect from time to time; (vii) the Grantee pursuant to is solely responsible for any net appreciation or net depreciation in the settlement balance of the Award Grantee’s Account resulting from the Grantee’s notional investment elections; (viii) the Company does not guarantee or represent in any manner whatsoever that the subsequent sale of Grantee will realize any Stock acquired upon settlement; and appreciation (lor be protected from any depreciation) in the event balance of the Account as a result of allocating the Account balance for notional investments in funds; and (ix) any conflict between communications to allocation elections must comply with the Company’s pre-clearance and applicable prospectus requirements and short-term trading policy. The Grantee further agrees and acknowledges that the Grantee by is under no obligation to make a notional investment election in any particular fund, and, if no such investment election is made, that the balance and any transfers in the Grantee’s Account shall be notionally invested in a money market notional investment option offered under the Company of Plan or notionally invested in such other fund or funds as the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will controlCommittee determines in its discretion.

Grantee Acknowledgements. In accepting the Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of shares of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying shares of Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, ” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. (j) the PSUs RSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement; and (l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.

Grantee Acknowledgements. In By accepting the this DIP Fund Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that (i) neither the CompanyCompany nor any Subsidiary, nor any entity or person acting on their behalf has provided the Grantee with any legal, investment, tax or financial advice with respect to the Grantee’s participation in the Company Plan, the Employer DIP Fund Award or any fund units or cash acquired upon the distribution of the DIP Fund Award; (ii) neither the Company nor any Affiliated Company shall Subsidiary, nor any entity or person acting on their behalf will be liable for any foreign exchange rate fluctuation between loss or potential loss arising out of a delay in the initial allocation or any reallocation of any notional investment; (iii) notionally invested amounts may be notionally invested in a fund or funds denominated and/or traded in a currency which is not the currency in the Grantee’s local currency jurisdiction and that neither the United States Dollar Company nor any Subsidiary, nor any entity or person acting on their behalf is liable for any depreciation (or other impact) on Account balances due to movements in the exchange rate or any charges imposed in relation to the conversion or transfer of money; (iv) if requested by the Committee, the Grantee will open a Company-designated account needed to receive any proceeds or benefits from this DIP Fund Award, unless the Grantee already has opened such an account; (v) if the Committee requests that may affect the value Grantee open an account under (iv) above, any failure to maintain such an account will subject the DIP Fund Award to a suspension of vesting or cancellation and forfeiture; (vi) Account balances are subject to any net appreciation or depreciation accruing from time to time based on the Grantee’s notional investment election of the Award or of any amounts due Account balance in accordance with the Grantee’s allocation election(s) in effect from time to time; (vii) the Grantee pursuant to is solely responsible for any net appreciation or net depreciation in the settlement balance of the Award Grantee’s Account resulting from the Grantee’s notional investment elections; (viii) the Company does not guarantee or represent in any manner whatsoever that the subsequent sale of Grantee will realize any Stock acquired upon settlement; and appreciation (lor be protected from any depreciation) in the event balance of the Account as a result of allocating the Account balance for notional investments in mutual funds; and (ix) any conflict between communications to allocation elections must comply with the Company’s pre-clearance and applicable prospectus requirements. The Grantee further agrees and acknowledges that the Grantee by is under no obligation to make a notional investment election in any particular fund, and, if no such investment election is made, that the balance and any transfers in the Grantee’s Account shall be notionally invested in a money market notional investment option offered under the Company of Plan or notionally invested in such other fund or funds as the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will controlCommittee determines in its discretion.

Grantee Acknowledgements. In accepting the Award, the Grantee acknowledges, understands You acknowledge and agrees that to the maximum extent permitted by lawagree as follows: (a) the Plan is established voluntarily by the Company, it is discretionary in nature execution and delivery hereof and the granting of the RSUs hereunder shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company can amend, modify, suspend, cancel or terminate it at its subsidiaries to employ you for any time, to the extent permitted under the Plan and applicable lawspecific period; (b) this Award and the award of RSUs hereunder does not entitle you to any benefit other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awardsthan specifically granted hereunder, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect nor to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and grants. Any benefits granted hereunder are not part of normal or expected your compensation or salary for any purposespurpose, including, but not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end of end-of-service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefitspension, pension welfare or retirement or welfare benefits or similar payments; (f) the Award payments and in no event should be considered as compensation for, or relating in any shares of Stock acquired under the Plan are extraordinaryway to, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) past services for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, of its subsidiaries; (c) nothing herein shall confer upon you any right to continue in the Grantee’s employment will be considered terminated as service of the date the Grantee is no longer actively providing services to the Company or a subsidiary or interfere in any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s way with their right to earn terminate your employment at any portion of the Award under the Plantime, if any, will terminate as of such date subject to applicable law and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence)contractual obligations; (hd) neither the future value Company nor any subsidiary is providing any tax, legal or financial advice or making any recommendation regarding the RSUs or the Shares; and (e) in consideration of the underlying Stock is unknowngrant of the RSUs, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise arises from the forfeiture of RSUs in accordance with the Award resulting from the termination terms hereof or diminution in value of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed RSUs or the terms of Shares and you irrevocably release the Grantee’s employment agreement, if any), Company and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute its subsidiaries from any such claim against the Company, the Employer or any Affiliated Company; ifthat 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 Grantee RSUs, you shall be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such a claim. (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that neither the Company, the Employer nor any Affiliated Company shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any Stock acquired upon settlement; and (l) in the event of any conflict between communications to the Grantee by the Company of the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will control.

Grantee Acknowledgements. In By accepting the this DIP Fund Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that (i) neither the CompanyCompany nor any Subsidiary, nor any entity or person acting on their behalf has provided the Grantee with any legal, investment, tax or financial advice with respect to the Grantee’s participation in the Company Plan, the Employer DIP Fund Award or cash distributed (or amounts deposited in a Company-designated account to purchase funds) in respect of the DIP Fund Award in accordance with Section 5; (ii) neither the Company nor any Affiliated Company shall Subsidiary, nor any entity or person acting on their behalf will be liable for any foreign exchange rate fluctuation between loss or potential loss arising out of a delay in the initial allocation or any reallocation of any notional investment; (iii) notionally invested amounts may be notionally invested in a fund or funds denominated and/or traded in a currency which is not the currency in the Grantee’s local currency jurisdiction and that neither the United States Dollar Company nor any Subsidiary, nor any entity or person acting on their behalf is liable for any depreciation (or other impact) on Account balances due to movements in the exchange rate or any charges imposed in relation to the conversion or transfer of money; (iv) if requested by the Committee, the Grantee will open a Company-designated account needed to receive any proceeds or benefits from this DIP Fund Award, unless the Grantee already has opened such an account; (v) if the Committee requests that may affect the value Grantee open an account under (iv) above, any failure to maintain such an account will subject the DIP Fund Award to a suspension of vesting or cancellation and forfeiture; (vi) Account balances are subject to any net appreciation or depreciation accruing from time to time based on the Grantee’s notional investment election of the Award or of any amounts due Account balance in accordance with the Grantee’s allocation election(s) in effect from time to time; (vii) the Grantee pursuant to is solely responsible for any net appreciation or net depreciation in the settlement balance of the Award Grantee’s Account resulting from the Grantee’s notional investment elections; (viii) the Company does not guarantee or represent in any manner whatsoever that the subsequent sale of Grantee will realize any Stock acquired upon settlement; and appreciation (lor be protected from any depreciation) in the event balance of the Account as a result of allocating the Account balance for notional investments in funds; and (ix) any conflict between communications to allocation elections must comply with the Company’s pre-clearance and applicable prospectus requirements and short-term trading policy. The Grantee further agrees and acknowledges that the Grantee by is under no obligation to make a notional investment election in any particular fund, and, if no such investment election is made, that the balance and any transfers in the Grantee’s Account shall be notionally invested in a money market notional investment option offered under the Company of Plan or notionally invested in such other fund or funds as the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will controlCommittee determines in its discretion.

Grantee Acknowledgements. In By accepting the this DIP Fund Award, the Grantee acknowledges, understands and agrees that to the maximum extent permitted by law: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan and applicable law; (b) this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past; (c) all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the amount of Stock, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Committee; (d) participation in this Plan or program is voluntary; (e) this Award and the underlying Stock, and any income derived therefrom, are not paid in lieu of, and are not intended to replace, any pension rights or compensation and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments; (f) the Award and any shares of Stock acquired under the Plan are extraordinary, discretionary items that do not constitute compensation of any kind (and do not give a right of claim of any kind) for services of any kind rendered to the Company or its Affiliated Companies (including, as applicable, the Grantee’s Employer) and which are outside the scope of the Grantee’s employment contract, if any; (g) for the purposes of the Award, unless otherwise specified by the Company or any Subsidiary, the Grantee’s employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Grantee’s right to earn any portion of the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay (e.g., the Grantee’s period of service would not include any contractual, statutory or common law notice period or period during which the Grantee is in receipt of pay in lieu of such notice or severance pay, or any period of “garden leave”, or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Award (including whether the Grantee may still be considered to be employed while on a leave of absence); (h) the future value of the underlying Stock is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the Award to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliated Company; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. (j) the PSUs and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer, any Subsidiary or any Affiliated Company and shall not interfere with the ability of the Company, the Employer, any Subsidiary or any Affiliated Company, as applicable, to terminate the Grantee’s employment or service relationship (if any). The right of the Company or the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved; (k) if the Grantee is providing services outside the United States, the Grantee acknowledges and agrees that (i) neither the CompanyCompany nor any Subsidiary, nor any entity or person acting on their behalf has provided the Grantee with any legal, investment, tax or financial advice with respect to the Grantee’s participation in the Company Plan, the Employer DIP Fund Award or any fund units or cash acquired upon the distribution of the DIP Fund Award; (ii) neither the Company nor any Affiliated Company shall Subsidiary, nor any entity or person acting on their behalf will be liable for any foreign exchange rate fluctuation between loss or potential loss arising out of a delay in the initial allocation or any reallocation of any notional investment; (iii) notionally invested amounts may be notionally invested in a fund or funds denominated and/or traded in a currency which is not the currency in the Grantee’s local currency jurisdiction and that neither the United States Dollar that may affect Company nor any Subsidiary, nor any entity or person acting on their behalf is liable for any depreciation (or other impact) on Account balances due to movements in the value exchange rate or any charges imposed in relation to the conversion or transfer of money; (iv) the Grantee will open a Company-designated account needed to receive any proceeds or benefits from this DIP Fund Award, unless the Grantee already has opened such an account; (v) any failure to maintain such an account will subject the DIP Fund Award to a suspension of vesting or cancellation and forfeiture; (vi) Account balances are subject to any net appreciation or depreciation accruing from time to time based on the Grantee’s notional investment election of the Award or of any amounts due Account balance in accordance with the Grantee’s allocation election(s) in effect from time to time; (vii) the Grantee pursuant to is solely responsible for any net appreciation or net depreciation in the settlement balance of the Award Grantee’s Account resulting from the Grantee’s notional investment elections; (viii) the Company does not guarantee or represent in any manner whatsoever that the subsequent sale of Grantee will realize any Stock acquired upon settlement; and appreciation (lor be protected from any depreciation) in the event balance of the Account as a result of allocating the Account balance for notional investments in mutual funds; and (ix) any conflict between communications to allocation elections must comply with the Company’s pre-clearance and applicable prospectus requirements. The Grantee further agrees and acknowledges that the Grantee by is under no obligation to make a notional investment election in any particular fund, and, if no such investment election is made, that the balance and any transfers in the Grantee’s Account shall be notionally invested in a money market notional investment option offered under the Company of Plan or notionally invested in such other fund or funds as the terms of this Agreement or the records of any third-party administrator and the Plan, the Plan will controlCommittee determines in its discretion.