7
For more information on the consequences
of refusal to consent or withdrawal of consent,
the
Participant should contact HR Direct.
10.
Clawback
.
This Award
is specifically made subject to the Company’s Executive
Compensation Clawback Policies.
11.
Insider Trading; Market Abuse
Laws
. By participating in
the Plan,
the
Participant agrees to
comply with the
Company’s
policy on
insider trading
(to
the extent that
it is applicable
to the
Participant),
the Participant further
acknowledges that,
depending
on
the
Participant’s
or
his
or
her
broker’s
country
of residence
or
where
the
shares
of
Stock
are
listed,
the
Participant may be subject to insider trading restrictions
and/or market abuse laws that may affect the Participant’s ability
to
accept,
acquire, sell
or otherwise
dispose
of
shares of
Stock, rights
to
shares
of Stock
(e.g., restricted
stock
units)
or
rights linked to the
value
of shares of Stock, during
such times the Participant is
considered
to have “inside
information”
regarding the
Company
as defined by the
laws or regulations in
the
Participant’s
country. Local
insider trading laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside
information
to any third party
(other than on a
“need
to know” basis) and (ii) “tipping”
third parties or causing
them
otherwise to buy or sell
securities.
The Participant
understands
that
third parties
include fellow
employees.
Any
restriction under
these laws or
regulations
are separate from
and in
addition
to any restrictions
that may be
imposed under
any
applicable Company insider
trading
policy.
The Participant acknowledges that
it
is the Participant’s
responsibility to comply with any
applicable
restrictions,
and that the Participant should therefore consult the
Participant’s
personal advisor on this matter.
12.
Electronic
Delivery
. The Participant agrees, to
the fullest extent permitted
by
law, in lieu of receiving documents in
paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
in
connection
with
this
grant
and
any
other
grants
offered
by
the
Company,
including
prospectuses,
grant
notifications,
account
statements,
annual
or
quarterly
reports,
and
other
communications.
Electronic
delivery
of
a
document
may
be
made
via
the
Company’s
email
system
or
by
reference
to
a
location
on
the
Company’s
intranet
or
website or
a
website
of the
Company’s
agent
administering
the Plan.
By accepting
this
grant,
whether electronically
or
otherwise, the
Participant
hereby
consents to participate
in the Plan
through
such
system, intranet,
or website, including
but not limited to the use of electronic signatures or click-through
electronic
acceptance of terms and conditions.
13.
English
Language
. The Participant acknowledges and agrees that
it is the
Participant’s express intent that this
Agreement
and
the
Plan
and
all
other
documents,
notices
and
legal
proceedings
entered
into,
given
or
instituted
pursuant
to
the
Restricted
Stock
Units
be
drawn
up
in
English.
To
the
extent
the
Participant
has
been
provided
with
a
copy
of
this
Agreement, the Plan, or any
other documents relating to
this
Award in a language other than English, the
English language
documents will prevail in case of any ambiguities or divergences
as a result
of translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
Addendum to this
Agreement (the “Addendum”). Moreover,
if the
Participant
transfers to one of the countries included in such
Addendum, the special terms and conditions for such country
will apply
to
the
Participant, to
the extent
the
Company
determines that
the application
of
such
terms and
conditions is
necessary or advisable to comply with local law or facilitate
the
administration of the Plan (or the Company may establish
alternative
terms
and
conditions
as
may
be
necessary
or
advisable
to
accommodate
the
Participant’s
transfer).
The
Addendum constitutes part of this
Agreement.
15.
Not a Public
Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
country
of
employment
(or
country
of
residence,
if
different).
The
Company
has
not
submitted
any
registration
statement,
prospectus or
other
filings
with
the
local
securities
authorities
(unless otherwise
required
under
local law), and the award of
the Restricted Stock Units is not
subject
to the supervision of the local
securities authorities.
No employee of
the Company
or
any of its Subsidiaries
or affiliated companies
is permitted
to
advise the Participant
on
whether
he/she
should
participate in
the
Plan.
Acquiring shares
of Stock
involves
a
degree
of
risk.
Before
deciding
to
participate in
the
Plan,
the Participant
should carefully
consider all
risk
factors relevant
to the acquisition
of
shares
of
Stock
under
the
Plan
and
carefully
review
all
of
the
materials
related
to
the
Restricted
Stock
Units
and
the
Plan.
In
addition, the Participant should consult with his/her personal advisor for
professional
investment advice.
16.
Repatriation; Compliance with
Law.
The Participant agrees to repatriate
all
payments attributable to the shares of
Stock
and/or
cash
acquired
under
the
Plan
in
accordance
with
applicable
foreign
exchange
rules
and
regulations
in
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant
agrees
to take any
and
all
actions,
and
consent
to
any
and
all
actions
taken
by
the
Company
and
any
of
its
Subsidiaries
and
affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws,
rules
and/or
regulations in
the
Participant’s
country
of employment
(and
country
of residence,
if different).
Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, participation in the Plan, on the Restricted Stock Units, and on any shares of Stock acquired under the Plan, to the extent