客户端[]它也不会在你和雇主之间确立任何权利。2015年计划文件确认。通过接受绩效份额单位奖,您确认您已收到2015年计划的副本,已完整审查2015年计划和协议,并完全理解和接受2015年计划和协议的所有条款。此外,若阁下接受该协议,即表示阁下已阅读并明确及明确批准该协议中的条款及条件,其中清楚说明及确立以下各项:(I)参与2015年计划并不构成一项既得权利;(Ii)2015年计划及参与2015年计划由本公司全权酌情提供;(Iii)参与2015年计划属自愿性质;及(Iv)本公司及任何附属公司或联营公司不对业绩股份单位相关股份价值的任何减值负责。最后,您在此声明,您不保留因参与2015年计划而向公司提出任何赔偿或损害索赔的任何诉讼或权利,因此,对于2015年计划下可能出现的任何索赔,您将给予雇主、公司和任何子公司或关联公司全面的豁免。西语翻译:Sin dercho a Compensación o a su reumación.las呈现的是一种可供选择的东西,它补充了一种新的形式--Naturaleza del Otorgamiento de los Términos del Otorgamiento:Modifiación al aceptar las Acciones Restringidas,usted Entiende y acepta que,Cualquier Modifiación del 2015 Plan o del Contro to o su Terminación de trabajo.波利蒂卡斯宣言。这是一个2015年的计划,是一个单方面的自由裁量的计划,也是一个可修改的计划,也是一项新的计划。La Empresa,Con Domicilio en[________] – [_______]位置[_______]《2015年度行政管理责任计划和2015年度参与计划》,《2015年度计划》,《2015年度计划》,《2015年度计划》,《2015年度计划》,《2015年度商业计划》。
客户端[_________________]和tampoco crea ningún derecho entre usted y su Patrón.. Reconocimiento del Documento del 2015 Plan. 在接受限制行动的Otorgamiento时,我们重新考虑了2015年计划,并对该计划进行了修订,以使Otorgamiento的Términos完全符合2015年计划和Otorgamiento Términos的规定。 建议,接受Otorgamiento的Términos,认识到在明确描述和确立其意义时,对Otorgamiento Términos所包含的Términos和条件的理解、特别是表达:(一)2015年计划的执行不构成一项必要的权利;(ii)el 2015 Plan y la Recuración en el 2015 Plan es ofrecida por la Empresa completamente de forma discocional;(iii)la Recuración en el 2015 Plan es Amsterdam;(四)该公司,如同其附属公司一样,不应承担任何责任,因为它勇敢地采取了限制性行动。 最后,在本报告中,我们宣布,我们不保留任何法律权利,以防止企业因2015年计划中的实际执行而造成的损害,我们还宣布,在Patrón程序中的最后一项权利,la Empresa y sus Subsidiarias y Filiales respecto a cualquier reclamación o demanda que pudiera generarse en relación con el 2015 Plan. 荷兰没有针对具体国家的规定。 俄罗斯美国交易。在授予履约股份单位时将发行的任何股票将通过美国的经纪账户交付给您。您可以在美国的经纪账户中持有该股票;但在任何情况下,根据2015年计划向您发行的股票都不会在俄罗斯交付给您。您不得将股票直接出售给其他俄罗斯法人或个人。证券法信息。您确认,本协议、授予业绩份额单位、2015年计划以及您可能收到的有关参与2015年计划的所有其他材料不构成在俄罗斯的广告或提供证券。在当地法律没有任何要求的情况下,根据2015年计划发行的证券没有也不会在俄罗斯注册,因此,任何2015年计划相关文件中描述的证券不得用于在俄罗斯发行或公开流通。新加坡证券法信息。履约股份单位的授予是根据证券及期货法(第289章,2006年版)第273(1)(F)条下的“合资格人士”豁免而作出的。(“SFA”),豁免招股章程及注册规定,且不是为了将相关股份其后要约出售予任何其他方而作出。二零一五年计划并未亦不会以招股说明书的形式向新加坡金融管理局提交或登记,亦不受任何金融监管机构根据新加坡的任何法例监管。因此,有关招股章程内容的法定法律责任,将不适用于《香港特别行政区政府财务条例》。阁下须注意,履约股份单位须受SFA第257条规限,阁下不得(I)在新加坡进行任何其后的股票出售或(Ii)在新加坡作出任何该等其后出售股份的要约,除非该等出售或要约是(A)于授出日期起计六个月后或(B)根据SFA第XIII分部(1)分部(4)(第280条除外)下的豁免而作出的。韩国没有针对具体国家的规定。西班牙的格兰特本性。本条款补充了附录A的授予性质部分:通过接受业绩份额单位,您同意参与2015年计划,并确认您已收到2015年计划的副本。特别是,您理解并同意,在您终止之日,任何未授予的业绩份额单位将被没收,而不会有权获得股票的标的股份或任何金额作为补偿,原因包括但不限于:辞职、被判定为有理由的纪律解雇、被判定或被认为无缘无故的纪律解雇(即,受到“违纪行为”的约束)、基于客观理由的个人或集体裁员,无论是被判定为有理由的、被判定为或被承认为无缘无故的、根据《工人规约》第41条对雇佣条款进行的重大修改、根据《工人规约》第40条、《工人规约》第50条、雇主单方面撤离以及第1382/1985号皇家法令第10.3条的规定进行搬迁。此外,阁下明白本公司已单方面、无偿及全权酌情决定将2015年计划下的业绩单位授予可能为本公司或任何附属公司或联营公司雇员的个人。该决定是一项有限的决定,是在明确假设和条件下作出的,即任何授权书不会在经济上或其他方面对本公司或其子公司或关联公司具有超过本协议规定的特定条款的约束力。因此,阁下明白业绩股份单位的授予是基于以下假设及条件:业绩股份单位及归属时发行的股份不得成为任何雇佣或服务合约(不论与本公司、雇主或任何附属公司或联营公司)的一部分,且不得被视为强制性福利、任何目的的薪金(包括遣散费补偿)或任何其他权利。 证券法信息。 根据西班牙法规,本协议中所述的业绩股单位和股票不符合证券资格。 在西班牙领土上没有发生或将发生西班牙法律所界定的“向公众提供证券”。 该协议尚未也不会在Comisión Nacional del Mercado de Valores登记,不构成公开招股说明书。 新西兰证券法信息。 业绩股单位不拟在瑞士或从瑞士公开发售。 由于业绩股单位的发售被视为私人发售,因此无需在瑞士注册。 本文件或与业绩股单位有关的任何其他材料(i)均不构成招股说明书,因为根据《瑞士债务法典》第652 a条,该术语被理解为招股说明书,并且本文件或与业绩股单位有关的任何其他材料(ii)均不得在瑞士公开分发或以其他方式公开提供,及(iii)已经或将会向任何瑞士监管机构备案、批准或监督。 台湾没有针对具体国家的规定。 英国税务责任。 此规定补充了奖励条款的预扣部分:如果在英国结束后90天内未支付或预扣所得税,产生所得税责任的事件发生的纳税年度(“到期日”)或英国税法第222(1)(c)条规定的其他期间。根据2003年《所得税(收入和养老金)法》,任何未征收的所得税金额将构成您欠雇主的贷款,自到期日起生效。您同意贷款将按当时英国税务和海关总署(“HMRC”)当时的官方利率计息,并将立即生效[________________]到期并应偿还的,公司或雇主可在此后任何时间通过扣缴部分中提到的任何方式追回。尽管有上述规定,如果您是董事或公司高管(符合交易所法案第13(K)节的定义),您将没有资格获得此类贷款来支付所得税义务。如果您是董事或高管,并且在到期日之前没有向您征收或支付所得税,则任何未征收的所得税金额可能构成您的一项福利,可能需要支付额外的所得税和国民保险缴费。您将负责根据自我评估制度直接向HMRC报告和支付任何因该额外福利而到期的所得税和国民保险缴费,并向公司或雇主报销因该额外福利而到期的任何雇员国民保险缴费,此后公司或雇主可随时通过扣缴部分中提到的任何方法追回这些款项。[_____] Determination Date The “Determination Date” is the date no later than [________________] on which the Committee determines whether, and the extent to which, the Performance Goals have been achieved. INTERNATIONAL AWARDS: APPENDIX A ADDITIONAL TERMS AND CONDITIONS This Appendix includes additional terms and conditions that govern the Performance Share Units. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Award Terms or the 2015 Plan. Data Privacy You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Performance Share Unit grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the 2015 Plan. You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Performance Share Units or any other entitlement to stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the 2015 Plan (“Data”). You understand that Data will be transferred to any third parties assisting the Company with the implementation, administration and management of the 2015 Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, its Subsidiaries and Affiliates, the Employer and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the 2015 Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the 2015 Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2015 Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consent herein on
a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Performance Share Units or other awards or administer or maintain such awards (i.e., the award would be null and void). Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the 2015 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. Finally, upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer. Nature of Grant By participating in the 2015 Plan, you acknowledge, understand and agree that: (a) the 2015 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, to the extent permitted by the 2015 Plan; (b) the grant of the Performance Share Units is exceptional voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of Performance Share Units, even if Performance Share Units have been granted in the past; (c) all decisions with respect to future grants of Performance Share Units, if any, will be at the sole discretion of the Company; (d) you are voluntarily participating in the 2015 Plan; (e) the Performance Share Units and the shares of Stock subject to the Performance Share Units, and the income and value of same are not intended to replace any pension rights or compensation; (f) unless otherwise agreed with the Company in writing, the Performance Share Units and the shares of Stock subject to the Performance Share Units, and the income and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (g) the Performance Share Units and the shares of Stock subject to the Performance Share Units and the income and value of same are not part of normal or expected compensation for any purpose including, without limitation, calculating any severance, resignation, termination, redundancy, holiday pay, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (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 Performance Share Units resulting from the termination of your 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 you are employed or the terms of your employment agreement, if any); (j) for purposes of the Performance Share Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company, the Employer or any of the other Subsidiaries or Affiliates of the Company (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 you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Performance Share Units under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Performance Share Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); (k) unless otherwise provided in the 2015 Plan or by the Company in its discretion, the Performance Share Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Share Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (l) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Performance Share Units or of any amount due to you pursuant to the settlement of the Performance Share Units or the subsequent sale of any shares of Stock acquired upon settlement. No Advice Regarding Grant The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the 2015 Plan, or your acquisition or sale of the underlying shares of Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the 2015 Plan before taking any action related to the 2015 Plan. Venue Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Performance Share Units or this Agreement, shall be brought and heard exclusively in courts situated in the State of New York in New York County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Language If you have received this Agreement or any other document related to this Agreement translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. Electronic Delivery and Acceptance The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the 2015 Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2015 Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Insider Trading/Market Abuse Laws You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Stock are listed and in applicable jurisdictions including the United States and your country or your broker’s country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Performance Share Units) or rights linked to the value of shares of Stock under the 2015 Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (a) disclosing the inside information to any third party and (b) “tipping” third parties or causing them otherwise to buy or sell securities (third parties include fellow employees). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter. Foreign Asset/ Account Reporting Requirements Your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold shares of Stock under the 2015 Plan or cash received from participating in the 2015 Plan (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the 2015 Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that it is your responsibility to comply with such regulations, and you should consult your personal legal advisor for any details.
INTERNATIONAL AWARDS: APPENDIX B COUNTRY-SPECIFIC TERMS AND CONDITIONS This Appendix includes additional terms and conditions that govern the Performance Share Units granted to you under the 2015 Plan if you reside in one of the countries listed herein. These terms and conditions are in addition to, or if so indicated, in place of the terms and conditions set forth in the Award Terms or Appendix A. You should be aware that local exchange control laws may apply to you as a result of your participation in the 2015 Plan. By accepting the Performance Share Units, you agree to comply with applicable exchange control laws associated with your participation in the 2015 Plan. If you have any questions regarding your responsibilities in this regard, you agree to seek advice from your personal legal advisor, at your own cost, and further agree that neither the Company nor any Subsidiary or Affiliate will be liable for any fines or penalties resulting from your failure to comply with applicable laws. If you are a citizen or resident of a country other than the one in which you are currently working, transfer employment and/or residency after the Performance Share Units are granted or are considered a resident of another country for local law purposes, the terms and conditions contained herein may not be applicable to you, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you. BELGIUM There are no country specific provisions. BRAZIL Compliance with Law. By accepting the Performance Share Units, you acknowledge that you agree to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the Performance Share Units, the receipt of any dividends, and the sale of shares of Stock acquired under the 2015 Plan. Labor Law Acknowledgement. This provision supplements the acknowledgments contained in the Nature of Grant section of Appendix A: By accepting the Performance Share Units, you agree that (i) you are making an investment decision, (ii) the shares of Stock will be issued to you only if the vesting conditions are met and any necessary services are rendered by you over the vesting period, and (iii) the value of the underlying shares of Stock is not fixed and may increase or decrease in value over the vesting period without compensation to you. CHINA The following applies only to Grantees who are exclusively citizens of the People’s Republic of China (“China”) and who reside in mainland China, as determined by the Company in its sole discretion. Settlement of Performance Share Units and Sale of Shares. To facilitate compliance with exchange control requirements, you agree to the sale of any shares of Stock to be issued to you upon vesting and settlement of the Award. The sale will occur (i) immediately upon the vesting/settlement of the Performance Share Units, (ii) following your termination of employment from the Company or one of its Subsidiaries or Affiliates, or (iii) within any other time frame as the Company determines to be necessary to comply with local regulatory requirements. You further agree that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such shares (on your behalf pursuant to this authorization) and you expressly authorizes the Company’s designated broker to complete the sale of such shares. You acknowledge that the Company’s designated broker is under no obligation to arrange for the sale of the shares at any particular price. Upon the sale of the shares of Stock, the Company agrees to pay you the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. You agree that the payment of the cash proceeds will be subject to the repatriation requirements described below. You further agree that any shares to be issued to you shall be deposited directly into an account with the Company’s designated broker. The deposited shares shall not be transferable (either electronically or in certificate form) from the brokerage account. This limitation shall apply both to transfers to different accounts with the same broker and to transfers to other brokerage firms. The limitation shall apply to all shares of Stock issued to you under the 2015 Plan, whether or not you continue to be employed by the Company or one of its Subsidiaries or Affiliates. If you sell shares of Stock issued upon vesting/settlement of the Performance Share Units, the repatriation requirements described below shall apply. Exchange Control Requirements. You understand and agree that, pursuant to local exchange control requirements, you will be required to immediately repatriate to China the cash proceeds from the sale of shares of Stock acquired from the Performance Share Units and any dividends. You further understand that, under local law, such repatriation of the cash proceeds may need to be effected through a special exchange control account established by the Company or a Subsidiary or Affiliate of the Company and you hereby consent and agree that the proceeds from the sale of shares of Stock acquired from the Performance Share Units, any dividends or dividend equivalents may be transferred to such special account prior to being delivered to you. The proceeds may be paid in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid in U.S. dollars, you acknowledge that you may be required to set up a U.S. dollar bank account in China so that the proceeds may be delivered to this account. If the proceeds are converted to local currency, you acknowledge that the Company (including its Subsidiaries and Affiliates) is under no obligation to secure any currency conversion rate and may face delays in converting the proceeds to local currency due to exchange control restrictions in China. You agree to bear any currency fluctuation risk between the date the shares of Stock acquired from the Performance Share Units are sold and any dividends or dividend equivalents are paid and the time that (i) the Tax-Related Items are converted to local currency and remitted to the tax authorities and (ii) net proceeds are converted to local currency and distributed to you. You acknowledge that neither the Company nor any Subsidiary or Affiliate will be held liable for any delay in delivering the proceeds to you. You agree to sign any agreements, forms and/or consents that may be requested by the Company or the Company’s designated broker to effect any of the remittances, transfers, conversions or other processes affecting the proceeds. Finally, you agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. FRANCE Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the documents relating to this grant (the 2015 Plan and the Agreement) which were provided in the English language. You accept the terms of these documents accordingly. En acceptant l’attribution, vous confirmez ainsi avoir lu et compris les documents relatifs à cette attribution (le 2015 Plan et ce Contrat) qui ont été communiqués en langue anglaise. Vous acceptez les termes en connaissance de cause. Award Not French-qualified. The Performance Share Units granted under this Agreement are not intended to qualify for specific tax and social security treatment pursuant to Sections L. 225-197- 1 to L. 225-197-6 of the French Commercial Code, as amended. GERMANY There are no country specific provisions. INDIA There are no country specific provisions. ITALY Data Privacy. This provision replaces the Data Privacy section of Appendix A: You understand that the Employer, the Company and any Subsidiary or Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance (to the extent permitted under Italian law) or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all Performance Share Units or other entitlement to shares of stock or equivalent benefits granted, awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, managing and administering the 2015 Plan (“Data”). You also understand that providing the Company with Data is necessary for the performance of the 2015 Plan and that your refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the 2015 Plan. The Controller of personal data processing is [CLIENT], with registered offices at [LOCATION] You understand that Data will not be publicized, but it may be transferred to banks, other financial institutions, or brokers involved in the management and administration of the 2015 Plan. You understand that Data may also be transferred to the Company’s stock plan service provider, [PROVIDER NAME], or such other administrator that may be engaged by the Company in the future. You further understand that the Company and/or any Subsidiary or Affiliate will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the 2015 Plan, and that the Company and/or any Subsidiary or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the 2015 Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any shares of Stock acquired at vesting of the Performance Share Units. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the 2015 Plan. You understand that these recipients may be located in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the 2015 Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the 2015 Plan. You understand that Data-processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable Italian data privacy laws and regulations, with specific reference to Legislative Decree no. 196/2003. The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable Italian data privacy laws and regulations, does not require your consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the 2015 Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, you are aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative. 2015 Plan Document Acknowledgment. In accepting the grant of the Performance Share Units, you acknowledge that you have received a copy of the 2015 Plan and this Agreement and have reviewed the 2015 Plan and this Agreement in their entirety and fully understand and accept all provisions of the 2015 Plan and this Agreement. You acknowledge that you have read and specifically and expressly approved the following sections of this Agreement: Termination of Employment; Withholding; Imposition of Other Requirements; Nature of Grant; Venue; Language; and the Data Privacy section included in this Appendix. JAPAN There are no country specific provisions.
MEXICO No Entitlement or Claims for Compensation. These provisions supplement the Nature of Grant section of Appendix A: Modification. By accepting the Performance Share Units, you understand and agree that any modification of the 2015 Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of your employment. Policy Statement. The Award of Performance Share Units the Company is making under the 2015 Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability. The Company, with registered offices at [LOCATION] is solely responsible for the administration of the 2015 Plan and participation in the 2015 Plan and the acquisition of shares does not, in any way, establish an employment relationship between you and the Company since you are participating in the 2015 Plan on a wholly commercial basis, and the sole employer is [CLIENT] nor does it establish any rights between you and the Employer. 2015 Plan Document Acknowledgement. By accepting the Award of Performance Share Units, you acknowledge that you have received copies of the 2015 Plan, have reviewed the 2015 Plan and the Agreement in their entirety and fully understand and accept all provisions of the 2015 Plan and the Agreement. In addition, by accepting the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established: (i) participation in the 2015 Plan does not constitute an acquired right; (ii) the 2015 Plan and participation in the 2015 Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the 2015 Plan is voluntary; and (iv) the Company and any Subsidiary or Affiliates are not responsible for any decrease in the value of the shares of Stock underlying the Performance Share Units. Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the 2015 Plan and therefore grant a full and broad release to the Employer, the Company and any Subsidiary or Affiliate with respect to any claim that may arise under the 2015 Plan. Spanish Translation Sin derecho a Compensación o a su reclamación. Las presentes disposiciones complementan el apartado denoninado Naturaleza del Otorgamiento de los Términos del Otorgamiento: Modificación. Al aceptar las Acciones Restringidas, usted entiende y acepta que, cualquier modificación del 2015 Plan o del Contrato o su terminación, no deberá considerarse como un cambio o menoscabo a las condiciones de su relación de trabajo. Declaración de Políticas. El Otorgamiento de Acciones Restringidas que la Empresa está llevando a cabo en términos del 2015 Plan, es unilateral y discrecional y, por lo tanto, la Empresa se reserva el derecho de modificar e interrumpir el mismo en cualquier tiempo, sin responsabilidad alguna. La Empresa, con domicilio en [LOCATION] es la única responsable de la administración del 2015 Plan y la participación en el 2015 Plan, y la adquisición de acciones no establece, de ninguna manera, una relación de trabajo entre usted y la Empresa, en virtud de que su participación en el 2015 Plan es únicamente de carácter comercial y su único patrón es [CLIENT] y tampoco crea ningún derecho entre usted y su Patrón.. Reconocimiento del Documento del 2015 Plan. Al aceptar el Otorgamiento de las Acciones Restringidas, usted reconoce heber recibido una copia del 2015 Plan, haber revisado el mismo , asi como los Términos del Otorgamiento en su totalidad, y comprender y aceptar en su totalidad todas las disposiciones contenidas en el 2015 Plan y en los Términos del Otorgamiento. Adicionalmente, al acceptar los Términos del Otorgamiento, reconoce que ha leído y, específica y expresamente, acepta los términos y condiciones contenidos en los Términos del Otorgamiento, en los que claramente se describe y establece lo siguiente: (i) la participación en el 2015 Plan no constituye un derecho adquirido; (ii) el 2015 Plan y la participación en el 2015 Plan es ofrecida por la Empresa completamente de forma discrecional; (iii) la participación en el 2015 Plan es voluntaria; y (iv) la Empresa, así como sus Subsidiarias o Filiales no serán responsables por cualquier disminución en el valor de las acciones subyacentes a las Acciones Restringidas. Finalmente, por el presente, usted declara que no se reserva acción legal alguna o derecho a ejercitar en contra de la Empresa por cualquier compensación o daños que se generen como resultado de su participación en el 2015 Plan en virtud de ello, usted otorga el finiquito más amplio que en Derecho proceda al Patrón, la Empresa y sus Subsidiarias y Filiales respecto a cualquier reclamación o demanda que pudiera generarse en relación con el 2015 Plan. NETHERLANDS There are no country specific provisions. RUSSIA U.S. Transaction. You understand that acceptance of the grant of the Performance Share Units results in a contract between you and the Company completed in the United States and that the Agreement is governed by the laws of the State of New York, without regard to choice of law principles thereof. Any Stock to be issued upon vesting of the Performance Share Units shall be delivered to you through a brokerage account in the U.S. You may hold the Stock in your brokerage account in the U.S.; however, in no event will Stock issued to you under the 2015 Plan be delivered to you in Russia. You are not permitted to sell the Stock directly to other Russian legal entities or individuals. Securities Law Information. You acknowledge that the Agreement, the grant of the Performance Share Units, the 2015 Plan and all other materials you may receive regarding participation in the 2015 Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the 2015 Plan has not and will not be registered in Russia and therefore, the securities described in any 2015 Plan- related documents may not be used for offering or public circulation in Russia. SINGAPORE Securities Law Information. The grant of the Performance Share Units is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying shares being subsequently offered for sale to any other party. The 2015 Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore and is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. You should note that the Performance Share Units are subject to section 257 of the SFA and you should not make (i) any subsequent sale of Stock in Singapore or (ii) any offer of such subsequent sale of Stock subject to the awards in Singapore, unless such sale or offer is made (a) after six months from the Date of Grant or (b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA. SOUTH KOREA There are no country specific provisions. SPAIN Nature of Grant. This provision supplements the Nature of Grant section of Appendix A: By accepting the Performance Share Units, you consent to participation in the 2015 Plan and acknowledge that you have received a copy of the 2015 Plan. You understand and agree that, as a condition of the grant of the Performance Share Units, except as provided for under the Termination of Employment section of the Award Terms, the termination of your employment for any reason (including for the reasons listed below) will automatically result in the loss of the Performance Share Units that may have been granted to you and that have not vested on the date of termination. In particular, you understand and agree that any unvested Performance Share Units as of your termination date will be forfeited without entitlement to the underlying shares of Stock or to any amount as indemnification in the event of a termination by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Furthermore, you understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant the Performance Share Units under the 2015 Plan to individuals who may be employees of the Company or any Subsidiary or Affiliate. 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 its Subsidiaries or Affiliates over and above the specific terms set forth in this Agreement. Consequently, you understand that the Performance Share Units are granted on the assumption and condition that the Performance Share Units and the shares of Stock issued at vesting shall not become a part of any employment or service contract (either with the Company, the Employer or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the grant of the Performance Share Units would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant to you of the Performance Share Units shall be null and void. Securities Law Information. The Performance Share Units and the shares of Stock described in this Agreement do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus. SWITZERLAND Securities Law Information. The Performance Share Units are not intended to be publicly offered in or from Switzerland. Because the offer of the Performance Share Units is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Performance Share Units (i) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the Performance Share Units (ii) may be publicly distributed or otherwise made publicly available in Switzerland, and (iii) have been or will be filed with, approved or supervised by any Swiss regulatory authority. TAIWAN There are no country specific provisions. UNITED KINGDOM Responsibility for Taxes. This provision supplements the Withholding section of the Award Terms: If payment or withholding of income tax is not made within 90 days of the end of the U.K. tax year in which the event giving rise to the liability for income tax occurs (the “Due Date”) or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected income tax will constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the then- current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately
due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the Withholding section. Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you will not be eligible for such a loan to cover the income tax liability. In the event that you are a director or executive officer and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting and paying any income tax and national insurance contributions due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer for any employee national insurance contributions due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the means referred to in the Withholding section.