7
that refusing
or withdrawing
consent
may affect the Participant’s
ability to participate in
the
Plan. 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.
.
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.
.
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.
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, if different).