Jurisdiction Specific Country Terms

The following Jurisdiction Specific Terms include additional terms and conditions that govern the Awards granted to users that are citizens of, or residing in, the countries listed bellow.

Country Terms

Argentina


Awards. In accepting the grant of the Award, the Participant acknowledges and agrees that the grant of the Award is made by the Company (not the Employer) in its sole discretion and that the value of any Award acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, or (ii) any termination or severance indemnities. If any benefits under the Plan are considered for purposes of calculating any termination or severance indemnities, the Participant acknowledges and agrees that such benefits shall not accrue more frequently than on an annual basis. Compliance with Securities Law. The Awards are not publicly offered or listed on any stock exchange in Argentina. In addition, the offering material related to the Awards, may be utilized in connection with any general offering to the public in Argentina. Argentine residents who acquire Awards under the Plan do so according to the terms of a private offering made from outside Argentina. Tax Withholding. If you are an Argentine tax resident, you must report any Shares acquired under the Plan and held by you in a foreign bank account on December 31st of each year on your annual tax return for that year.




Austria


Tax Withholding. If the Participant holds Awards acquired under the Plan outside Austria (even if they hold them outside Austria with an Austrian bank), then the Participant understands that the Participant must submit an annual report to the Austrian National Bank using the form “Standmeldung/Wertpapiere.” An exemption applies if the value of the securities held outside Austria as of December 31 does not exceed certain thresholds. If applicable, the deadline for filing the annual report is January 31 of the following year. When the Awards are sold, there may be exchange control obligations if the cash received is held outside Austria, as a separate ongoing reporting requirement may apply to non-Austrian accounts. If the transaction value of all cash accounts abroad is less than a certain threshold, then no ongoing reporting requirements apply. However, if the transaction volume of all of the Participant’s cash accounts abroad meets or exceeds a certain threshold, then the movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month, using the form “Meldungen SI-Forderungen und/oder SI-Verpflichtungen.”




Australia


Australian Offer Document. The grant of the RSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order 14/1000. Tax Withholding. Subdivision 83A-C of the Income Tax Assessment Act, 1997, applies to RSUs granted under the Plan, such that the RSUs are intended to be subject to deferred taxation.




Bahrain


Compliance with Securities Law. The Award Agreement, the Plan and all other materials the Participant may receive regarding participation in the Plan do not constitute advertising or the offering of securities in Bahrain, nor do they constitute an allotment of securities in Bahrain. Any Shares of Stock issued will be deposited into a Company-designated brokerage account outside Bahrain. In no event Shares of Stock will be issued or delivered in Bahrain. Any disposition or sale of the Awards must take place outside Bahrain.




Barbados


Awards. Due to regulatory requirements in Barbados, the grant of the Awards does not provide any right for the Participant to receive Awards upon settlement of the Awards and settlement of any Awards granted hereunder will be made in the form of a cash payment payable through local payroll. The Company reserves the right to provide the Participant with alternative methods of settlement depending on the development of local law.




Belgium


Compliance with Securities Law. The Participant is required to report any securities (e.g., Shares) or bank accounts opened and maintained outside Belgium on Participant’s annual tax return. In a separate report, certain details regarding such foreign accounts (including the account number, bank name and country in which such account was opened) must be provided to the Central Contact Point of the National Bank of Belgium. The forms to complete this report are available on the website of the National Bank of Belgium. Tax Withholding. A stock exchange tax applies to transactions executed by a Belgian resident through a financial intermediary, such as a bank or broker. If the transaction is conducted through a Belgian financial intermediary, it may withhold the stock exchange tax, but if the transaction is conducted through a non-Belgian financial intermediary, the Belgian resident may need to report and pay the stock exchange tax directly. The stock exchange tax likely will apply when Shares acquired under the Plan are sold. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the stock exchange tax. Brokerage Account Tax. A brokerage account tax applies to Belgian residents if the average annual value of securities (including Shares acquired under the Plan) held in a brokerage account exceeds certain thresholds. Belgian residents should consult with a personal tax or financial advisor for additional details on their obligations with respect to the brokerage account tax.




Brazil


Compliance with the Law. By accepting the Awards, the Participant acknowledges Participant’s agreement to comply with applicable Brazilian laws and to pay any and all applicable tax-related items.




Bulgaria


There are no country-specific provisions.




Canada


Securities Law Information. The Participant is permitted to sell Awards acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company). Termination of Employment. In the event of termination of the Participant’s employment for any reason (other than by reason of death), either by the Participant or by the Company, with or without cause, the Participant’s right to vest or to continue to vest in the RSUs and receive Awards under the Plan, if any, will terminate as of the actual Date of Termination. For this purpose, the “Date of Termination” shall mean the last day on which the Participant is actively employed by the Company, and shall not include or be extended by any period following such day during which the Participant is in receipt of or eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether arising under statute, contract or at common law. Compliance with Securities Law. Foreign specified property (including cash held outside Canada) held by Canadian residents must be reported annually on Form T1135 (Foreign Income Verification Statement) if the cost of such foreign specified property exceeds C$100,000 at any time during the year. Foreign specified property may also include the unvested portion of the Awards. The Awards must be reported (generally at a nil cost) if the $100,000 cost threshold is exceeded because of other foreign specified property the Participant holds. The Participant should consult with the Participant’s personal tax advisor to determine the reporting requirements. The following terms and conditions apply if the Participant is in Quebec: Data Privacy. The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any parent, subsidiary or affiliate of the Company to record such information and to keep such information in the Participant’s employee file. French Language Acknowledgment. The parties acknowledge that it is their express wish that this Schedule, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or directly hereto, be drawn up in English.




China


The following provision applies if the Participant is subject to exchange control restrictions and regulations in the People's Republic of China (“PRC”), including the requirements imposed by the China State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion: Awards. Notwithstanding anything to the contrary in the Plan or the Award Agreement, the Awards will not vest and no Shares of Stock will be issued to the Participant unless and until all necessary exchange control or other approvals with respect to the Awards under the Plan have been obtained from the SAFE or its local counterpart (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any date(s) on which the RSUs are scheduled to vest in accordance with the vesting schedule set forth in the Award Agreement, the Awards will not vest until the seventh day of the month following the month in which SAFE Approval is obtained (the “Actual Vesting Date”). If the Participant’s status as a service provider terminates prior to the Actual Vesting Date, the Participant shall not be entitled to vest in any portion of the Awards and the Awards shall be forfeited without any liability to the Company, the Employer or any subsidiary or affiliate of the Company. Compliance with Securities Law. Due to exchange control laws in the PRC, Shares acquired through Awards vestings must be maintained in the broker account designated by the Company until the Awards are sold. When the Awards are sold, all proceeds must be repatriated to the PRC and held in a special exchange control account maintained by the Company, or one of the Company’s subsidiaries in the PRC. To the extent that the Participant holds any Shares on the date that is three (3) months (or such other period as may be required by the SAFE) after the date of the Participant’s termination of the contract with the Company, the Participant authorizes the broker designated by the Company to sell such Awards on the Participant’s behalf at that time or as soon as is administratively practicable thereafter. The Participant understands and agrees that the Company's designated broker is under no obligation to arrange for the sale of the Awards at any particular price. Upon the sale of the Awards, the Company agrees to pay the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant further is required to repatriate to the PRC any dividends or dividend equivalents paid to the Participant in relation to Awards through a special exchange control account established by the Company, the Employer, or one of the Company’s subsidiaries in the PRC. The Participant hereby agrees that any cash proceeds from the Participant’s participation in the Plan may be transferred to a special account prior to being delivered to the Participant. The Participant also understands and agrees that there will be a delay between the date the Awards are sold and the date the cash proceeds are distributed to the Participant. The Participant agrees to bear any currency fluctuation risk between the time the Awards are sold and the time the cash proceeds are distributed to the Participant through the special account described above. The Participant further agrees 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 the PRC. Tax Withholding. Taxes are due at the time of vesting of the Awards. The Participant understands and agrees that Tax-Related Items may be taken by the Employer from the Participant’s salary or other cash compensation.




Chile


Compliance with Securities Law. The offer of RSUs constitutes a private offering of securities in Chile effective as of the Grant Date. This offer of RSUs is made subject to general ruling N 336 of the Chilean Commission for the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Awards are not registered in Chile, the Company is not required to provide public information about the Awards in Chile. Unless the Awards are registered with the CMF, a public offering of such securities cannot be made in Chile.




Colombia


Awards. The Participant acknowledges that, pursuant to Article 128 of the Colombian Labor Code, the Awards and related benefits do not constitute a component of the Participant’s “salary” for any legal purpose. Therefore, the Awards and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.




Costa Rica


There are no country-specific provisions.




Cyprus


There are no country-specific provisions.




Denmark


Awards. By participating in the Plan, the Participant acknowledges that the Participant received an Employer Statement translated into Danish, which is being provided to comply with the Danish Stock Option Act, as amended effective January 1, 2019 Compliance with Securities Law. If the Participant establishes an account holding Shares or cash outside Denmark, the Participant must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank.




Dominican Republic


There are no country-specific provisions.




Ecuador


There are no country-specific provisions.




Egypt


Compliance with Securities Law. If the Participant transfers funds into Egypt in connection with the Awards, the Participant is required to transfer the funds through a registered bank in Egypt.




Finland


There are no country-specific provisions.




France


Language Consent. By accepting the Awards, the Participant confirms having read and understood this Schedule, the Award Agreement and the Plan, including all terms and conditions included therein, which were provided in the English language. The Participant accepts the terms of these documents accordingly.




Germany


Compliance with Securities Law. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. In case of payments in connection with the Awards acquired under the Plan, the report must be filed electronically by the 5th day of the month following the month in which the payment was received. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. It is Participant’s responsibility to comply with this reporting obligation and the Participant should consult with the Participant’s personal tax advisor in this regard.




Greece


There are no country-specific provisions.




Guatamala


There are no country-specific provisions.




Hong Kong


Awards. The Awards are only payable in Shares of Stock. Shares of Stock received at vesting are accepted as a personal investment. In the event that the Awards vest and shares of Stock are issued to the Participant (or the Participant’s heirs) within six months of the Grant Date, the Participant (or the Participant’s heirs) agree that the shares of Common Stock will not be offered to the public or otherwise disposed of prior to the six-month anniversary of the Grant Date. Compliance with Securities Law. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant should exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, the Participant should obtain independent professional advice. Neither the grant of the RSUs nor the issuance of shares of Common Stock upon vesting of the RSUs constitutes a public offering of securities under Hong Kong law and are available only to Participants of the Company and its Subsidiaries and Affiliates. The Award Agreement, including this Schedule, the Plan and other incidental communication materials distributed in connection with the RSUs (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, and (ii) are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and Affiliates and may not be distributed to any other person.




Iceland


Exchange Control Notification. The Participant should consult with Participant’s personal advisor to ensure compliance with any applicable exchange control laws and regulations in Iceland, as such regulations are subject to frequent change. The Participant is responsible for ensuring compliance with all exchange control laws and regulations in Iceland.




India


Compliance with Securities Law. The Participant understands that the Participant must repatriate any proceeds from the sale of Awards acquired under the Plan and any dividends received in relation to the Shares to India and convert the funds into local currency within ninety (90) days of receipt, or such other period of time as required under applicable regulations. The Participant must obtain a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency and maintains the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Participant is required to declare any foreign bank accounts and assets (including Shares acquired under the Plan) on the Participant’s annual tax return. The Participant should consult with the Participant's personal tax advisor to determine the reporting requirements.




Ireland


Awards. Notwithstanding any discretion in the Plan or the Award Agreement to the contrary, upon vesting of the Awards, Shares of Stock will be issued to the Participant. By accepting the Awards, the Participant acknowledges, understands, and agrees that the benefits received under the Plan will not be taken into account for any redundancy or unfair dismissal claim.




Israel


The Participant hereby understands and agrees that the Awards are offered subject to and in accordance with the terms of the Israeli Sub-Plan (the “Israeli Sub-Plan”) under the 102 Capital Gains Track (as defined in the Israeli Sub-Plan), the Award Agreement, and the Plan. In the event of any inconsistencies among the Israeli Sub-Plan, the Award Agreement and/or the Plan, the Participant agrees that the Israeli Sub-Plan will govern the RSUs granted to the Participant in Israel. If the Participant resides in Israel, the Participant has to sign an Israeli Appendix in connection with grants made under the Plan within 45 days, otherwise the Awards shall terminate and will become null and void. Awards. The Shares of Stock issued upon vesting of the Awards will be registered as required by law to qualify under Section 102 (as defined under the Sub-plan), for the benefit of the Participant, unless otherwise approved in writing by the Israeli Tax Authority. Furthermore, the Participant hereby understands and agrees the Participant will not release or sell the Shares during the Holding Period (as defined under the Sub-Plan), unless permitted under Israeli tax law. Compliance with Securities Law. The Trustee shall not alienate, sell, exchange, transfer, assign, pledge, or otherwise encumber the Awards for the Participant, except as permitted under the Sub-Plan and the terms of Section 102 (as defined in the Sub-Plan), or in the case of death, the Participant’s heirs, except by will or by the laws of descent and distribution. Notwithstanding any discretion in the Plan or the Award Agreement to the contrary, upon vesting of the Awards, Shares of Stock will be issued to the Participant.




Italy


Plan Document Acknowledgment. In accepting the Award, the Participant acknowledges that a copy of the Plan was made available to the Participant, and that the Participant has reviewed the Plan and the Award Agreement, including this Schedule, in their entirety and fully understands and accepts all provisions. Tax Withholding. The value of any Awards (and other financial assets) held outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The value of financial assets held abroad must be reported in Form RM of the annual return. The Participant should consult the Participant’s personal tax advisor for additional information on the foreign asset tax. Compliance with Securities Law. If the Participant holds investments abroad or foreign financial assets that may generate income taxable in Italy, the Participant is required to report them on Participant’s annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting duties apply to the Participant if the Participant is a beneficial owner of the investments, even if the Participant does not directly hold investments abroad or foreign assets.




Japan


Compliance with Securities Law. The Participant will be required to report details of any assets held outside Japan as of December 31st to the extent such assets have a total net fair market value exceeding ¥50,000,000. This report is due by March 15th each year. The Participant should consult with the Participant's personal tax advisor as to whether the reporting obligation applies to him or her and whether the requirement extends to any outstanding Awards or Shares of Stock acquired under the Plan.




Jordan


There are no country-specific provisions.




Kazakhstan


Compliance with Securities Law. This offer is addressed only to certain eligible Participants in the form of the Shares of Stock to be issued by the Company. Neither the Plan nor the Award Agreement has been approved, nor do they need to be approved by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.




Korea


Compliance with Securities Law. Korean residents must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, and so on) to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 500 million (or an equivalent amount in foreign currency). The Participant should consult with the Participant’s personal tax advisor to determine any personal reporting obligations.




Lebanon


Compliance with Securities Law. The Plan does not constitute the marketing or offering of securities in Lebanon pursuant to Law No. 161 (2011), the Capital Markets Law. Offerings under the Plan are being made only to eligible Participants of the Company or ones of its Subsidiaries or Affiliates.




Luxembourg


There are no country-specific provisions.




Malaysia


Compliance with Securities Law. If the Participant is a director of a subsidiary or other related company in Malaysia, then the Participant is subject to certain notification requirements under the Malaysian Companies Act, 2016. Among these requirements is an obligation to notify the Malaysian subsidiary in writing when the Participant receives an interest (e.g., RSUs, Shares of Stock) in the Company or any related companies. In addition, the Participant must notify the Malaysian subsidiary when the Participant sells Shares of Stock of the Company or any related company (including when the Participant sells Shares of Stock acquired under the Plan). These notifications must be made within fourteen (14) days of acquiring or disposing of any interest in the Company or any related company.




Mexico


Acknowledgment of the Plan. By participating in the Plan, Participant acknowledges that the Participant has received a copy of the Plan, has reviewed the Plan in its entirety and fully understands and accepts all provisions of the Plan. The Participant further acknowledges that the Participant has read and expressly approves the terms and conditions set forth in the Award Agreement. Compliance with Labor and Securities Law. By participating in the Plan, the Participant expressly recognizes that the Participant’s participation in the Plan and acquisition of Shares of Stock does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that the Participant may derive from participation in the Plan do not establish any rights between the Participant and the Company and do not form part of the employment conditions and/or benefits provided by the Company and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant's engagement. The Participant further understands that the Participant’s participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant's participation at any time without any liability to the Participant. Finally, the Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, its subsidiaries, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.




Netherlands


No Entitlement. By accepting the Award, the Participant acknowledges that the Award is intended as an incentive for the Participant to remain employed with the Company and is not intended as remuneration for labor performed.




New Zealand


Compliance with Securities Law. WARNING: This is an offer of Awards which, upon vesting and settlement in accordance with the terms of the Plan and the Award Agreement, will be converted into Shares of Stock. Shares of Stock give the Participant a stake in the ownership of the Company. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, the Participant may not be given all the information usually required. The Participant will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing. Prior to the vesting and settlement of the Awards, the Participant will not have any rights of ownership (e.g., voting rights) with respect to the underlying Shares of Stock. No interest in any Awards may be transferred (legally or beneficially), sold, pledged, hypothecated or encumbered.




Norway


There are no country-specific provsions.




Nigeria


There are no country-specific provisions.




Oman


Compliance with Securities Law. The offer is addressed only to eligible employees. The Plan, Award Agreement and any related documents do not constitute the marketing or offering of securities in Oman and consequently have not been registered or approved by the Central Bank of Oman, the Omani Ministry of Commerce and Industry, the Omani Capital Market Authority or any other authority in the Sultanate of Oman.




Peru


Compliance with Securities and Labor Law. By accepting the Awards, the Participant acknowledges, understands and agrees that the Awards are being granted ex gratia to the Participant with the purpose of rewarding him or her. Securities Law Information. The offer of the Awards is considered a private offering in Peru and is therefore not subject to registration in Peru. For more information concerning this offer, please refer to the Plan, the Award Agreement and any other grant documents made available by the Company.




Philippines


Compliance with Securities Law. The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission (“PSEC”) under its Securities Regulation Code (the “SRC”). The grant of Awards is being made pursuant to an exemption from registration under Section 10.2 of the SRC that has been approved by the PSEC. The Participant should be aware of the risks of participating in the Plan, which include (without limitation) the risk of fluctuation in the price of the Shares of Stock and the risk of currency fluctuations between the U.S. Dollar and Participant’s local currency. In this regard, the Participant should note that the value of any Shares of Stock the Participant may acquire under the Plan may decrease, and fluctuations in foreign exchange rates between the Participant’s local currency and the U.S. Dollar may affect the value of the Shares or any amounts due to the Participant pursuant to the vesting of the RSUs or the subsequent sale of any Shares acquired by the Participant. The Company is not making any representations, projections or assurances about the value of the Shares of Stock now or in the future. The Participant should also note that the sale or disposal of Shares of Stock acquired under the Plan may be subject to certain restrictions under Philippines securities laws. Those restrictions should not apply if the offer and resale of Shares of Stock takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. If the Participant has questions with regard to the application of Philippines securities laws to the disposal or sale of Shares acquired under the Plan the Participant should consult with Participant’s legal advisor.




Poland


Compliance with Securities Law. If the Participant maintains bank or brokerage accounts holding cash and foreign securities (including Shares of Stock) outside of Poland, the Participant will be required to report information to the National Bank of Poland on transactions and balances in such accounts if the value of such cash and securities exceeds PLN 7,000,000. If required, such reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland. The transfer of funds in excess of a certain threshold (currently €15,000, unless the transfer of funds is considered to be connected with the business activity of an entrepreneur, in which case a lower threshold may apply) into or out of Poland must be made through a bank account in Poland. The Participant understands that the Participant is required to store all documents connected with any foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred. The Participant should consult with the Participant's personal legal advisor to determine what the Participant must do to fulfill any applicable reporting/exchange control duties.




Portugal


Language Consent. The Participant hereby expressly declares that the Participant has full knowledge of the English language and has read, understood and freely accepted and agreed with the terms and conditions established in the Plan and the Award Agreement.




Romania


Compliance with Securities Law. If the Participant deposits the proceeds from the sale of Shares of Stock issued at vesting and settlement of the Awards in a bank account in Romania, the Participant may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. The Participant should consult the Participant's personal advisor to determine whether the Participant will be required to submit such documentation to the Romanian bank.




Russia


Compliance with Securities Law. The Participant agrees that the Company is authorized, at its discretion, to instruct its designated U.S. broker to assist with the sale of the Participant’s shares of Stock issued upon the settlement of the Awards (on the Participant’s behalf pursuant to this authorization) should the Company determine that such sale is necessary or advisable under local law. The Participant expressly authorizes the Company’s designated U.S. broker to complete the sale of such shares of Shares of Stock and acknowledges that the Company’s designated U.S. broker is under no obligation to arrange for the sale of the shares of Shares of Stock at any particular price. Upon the sale of the Shares of Stock, the Company agrees to pay the Participant the cash proceeds from the sale of the Shares of Stock, less any brokerage fees, commissions or Tax-Related Items.




Saudi Arabia


Compliance with Securities Law. This document may not be distributed in the Kingdom except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective acquirers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If the Participant does not understand the contents of this document the Participant should consult an authorized financial adviser.




Serbia


Compliance with Securities Law. The grant of Awards and the issuance of any Shares of Stock are not subject to the regulations concerning public offers and private placements under the Law on Capital Markets. Pursuant to the Law on Foreign Exchange Transactions, the Participant is permitted to acquire Shares under the Plan, but a report may need to be made of the acquisition of such Shares of Stock, the value of the Shares of Stock at vesting, and, on a quarterly basis, any changes in the value of the Shares of Stock. As the exchange control regulations in Serbia may change without notice, the Participant should consult with the Participant's personal advisor with respect to all applicable reporting obligations.




Singapore


Compliance with Securities Law. The Awards were granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Award Agreement and the Plan have not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Participant’s Awards are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares of Stock unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA. If the Participant is the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of a subsidiary or other related company in Singapore, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore subsidiary in writing when the Participant receives an interest (e.g., RSUs, Shares of Stock) in the Company or any related company. In addition, the Participant must notify the Singapore subsidiary when the Participant sells Shares of Stock the Company or any related company (including when the Participant sells Shares of Stock acquired under the Plan). These notifications must be made within two (2) business days of (i) acquiring or disposing of any interest in the Company or any related company, or (ii) any change in a previously-disclosed interest (e.g. upon vesting of the Awards or when Shares of Stock are subsequently sold). In addition, a notification must be made of the Participant’s interests in the Company or any related company within two (2) business days of becoming a CEO or director, associate director, or shadow director.




Sri Lanka


There are no country-specific provisions.




Spain


Compliance with Securities Law. In accepting the Awards, the Participant acknowledges that the Participant consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Awards under the Plan to individuals who may be Participants of the Company or its subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any Awards will not economically or otherwise bind the Company or any of its subsidiaries on an ongoing basis. Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards or the Shares of Stock acquired upon settlement shall not become a part of any employment contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the Award grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Awards shall be null and void. Further, and except as provided in Section 2(d) of the Award Agreement in the event the Participant becomes disabled, the vesting of the Awards is expressly conditioned on the Participant’s continued rendering of service, such that if the Participant’s employment terminates for any reason whatsoever, the Awards will cease vesting immediately, in whole or in part, effective on the date of the Participant’s termination of employment (unless otherwise specifically provided in Section 2 of the Agreement in the event of death). This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates service due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates service due to a unilateral breach of contract by the Company or a subsidiary; or (5) the Participant’s employment terminates for any other reason whatsoever. Consequently, upon termination of the Participant’s employment for any of the above reasons, the Participant will automatically lose any rights to Awards that were not vested on the date of the Participant’s termination of employment, as described in the Plan and the Award Agreement. The Participant understands that the Award grant would not be made to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Award grant shall be null and void. The grant of Awards and the Shares of Stock issued upon vesting of the Awards are considered a private placement outside the scope of Spanish laws on public offerings and issuances of 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 Award 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. The Participant acknowledges that the Participant must declare any Shares of Stock that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of Economy and Competitiveness (the “DGCI”). After the initial declaration, the declaration must be filed with the DGCI on an annual basis each January while the shares are owned; however, if the value of the Shares of Stock or the sale proceeds exceed a certain amount, a declaration must be filed within one month of the acquisition or sale, as applicable. To the extent that the Participant holds assets (e.g., cash or Shares held in a bank or brokerage account) outside Spain with a value in excess of €50,000 per type of asset (e.g., Shares, cash, and so on) as of December 31 each year, the Participant will be required to report information on such assets on the Participant’s tax return for such year (tax form 720). After such assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported assets increases by more than €20,000. If applicable, the reporting must be completed by March 31. Failure to comply with this reporting requirement may result in penalties to the Participant. Accordingly, the Participant should consult with the Participant’s personal tax and legal advisors to ensure that the Participant is properly complying with Participant’s reporting obligations. Further, the Participant is required to declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.




South Africa


Compliance with Securities Law. The underlying Shares of Stock shall not be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African governmental authority. Pursuant to Section 96 of the Companies Act, the Awards offer must be finalized on or before the 60th day following the Grant Date. If you do not want to accept the Awards, you are required to decline your Awards no later than the 60th day following the Grant Date. If you do not reject your Awards on or before the 60th day following the Grant Date, you will be deemed to accept the Awards. The Participant should consult with your personal advisor to ensure compliance with applicable exchange control regulations in South Africa as such regulations are subject to frequent change. You are responsible for ensuring compliance with all exchange control laws in South Africa.




Sweden


There are no country-specific provisions.




Switzerland


Compliance with Securities Law. The Grant of Awards and the issuance of any Shares of Stock is not intended to be a public offering in Switzerland and is therefore not subject to registration in Switzerland. Neither this document nor any materials relating to the Awards 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 Awards may be publicly distributed nor otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the Awards has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Supervisory Authority (FINMA)).




Thailand


There are no country-specific provisions.




Taiwan


Compliance with Securities Law. The Awards and participation in the Plan is made available only to employees of the Company. It is not a public offer of securities by a Taiwanese company. Therefore, it is exempt from registration in Taiwan. Individuals may acquire foreign currency (including proceeds from the sale of Shares of Stock) into Taiwan up to US$5,000,000 per year without justification. There is no need to aggregate all remittances into Taiwan when calculating the limitation. If the transaction amount is TWD$500,000 or more in a single transaction, the Participant must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the remitting bank.




Turkey


Compliance with Securities Law. Under Turkish law, the Participant is not permitted to sell any Shares of Stock acquired under the Plan in Turkey. The Participant may be required to engage a Turkish financial intermediary to assist with the sale of Shares of Stock acquired under the Plan. As the Participant is solely responsible for complying with any applicable financial intermediary requirements, the Participant should consider consulting Participant’s personal legal advisor prior to the vesting of the Awards or any sale of Shares of Stock to ensure compliance




United Arab Emirates


Compliance with Securities Law. The Award Agreement and the Plan and other incidental communication materials concerning the Awards are intended for distribution only to employees of the Company or its Subsidiaries or Affiliates. The Dubai Technology and Media Free Zone Authority, Emirates Securities and Commodities Authority and/or the Central Bank has no responsibility for reviewing or verifying any documents in connection with the Awards. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved these communications nor taken steps to verify the information set out in them, and have no responsibility for them. Further, the Shares of Stock underlying the Awards may be illiquid and/or subject to restrictions on their resale. The Participant should conduct the Participant’s own due diligence on the Awards and the shares of Shares of Stock. If the Participant is in any doubt about any of the contents of the grant or other incidental documents, the Participant should obtain independent professional advice.




United Kingdom


Tax Withholding. The Participant agrees that the Participant is liable for all tax-related items and hereby covenants to pay all such tax-related items, as and when requested by the Company or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any tax–related items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding any discretion in the Plan or the Award Agreement to the contrary, upon vesting of the Awards, Shares of Stock will be issued to the Participant. Furthermore, notwithstanding any provision of the Plan or the Award Agreement to the contrary, the Participant will not be entitled to receive any Shares of Stock pursuant to the vesting of the RSUs unless and until the Participant has executed a Joint Election (as defined below) in connection with the Awards. As a condition of the Grant of Awards, the Participant agrees to accept any liability for secondary Class 1 National Insurance contributions (the “Employer NICs”) which may be payable by the Company with respect to the vesting of the Awards or otherwise payable with respect to a benefit derived in connection with the Awards. Without limitation to the foregoing, the Participant agrees to execute a joint election between the Company and Participant (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or election required to accomplish the transfer of the Employer NICs to the Participant. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company. If the Participant does not enter into a Joint Election, no Shares shall be issued to the Participant without any liability to the Company. The Participant further agrees that the Company may collect the Employer NICs from the Participant.




United States


Excess Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment”, then, provided such election would not subject the Participant to taxation, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award Agreement in order to avoid such characterization. Determination by a Tax Firm. To aid the Participant in making any election called for under Section 8.2(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 8.2(a), the Company shall request a determination in writing by the professional firm engaged by the Company for general tax purposes, or, if the tax firm so engaged by the Company is serving as accountant or auditor for the Acquiror, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section (the “Tax Firm”). As soon as practicable thereafter, the Tax Firm shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Tax Firm may rely on reasonable, good faith interpretations concerning the application of the law. The Company and the Participant shall furnish to the Tax Firm such information and documents as the Tax Firm may reasonably request in order to make its required determination. The Company shall bear all fees and expenses the Tax Firm may charge in connection with its services contemplated by this Section. Amendment and Termination of the Plan. 1) may amend the Plan in any respect the Participant or the Board deems necessary or advisable; relating to RSUs under Section 409A of the Code or to bring the Plan or RSUs granted under the Plan into compliance with Section 409A; 2) may submit any previous amendment to the Plan for approval from a parent company under Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding incentive stock options or (iii) Rule 16b-3; Financial Statements. On request, the Plan Administrator or the Board may provide Participants under this Plan with financial statements that comply with Title 10, Section 260.613 of the California Code of Regulations. For an incorporated company the Board must provide Participants with financial statements regarding the value of the RSUs and the number of RSUs in the Performance Equity Pool during the period the RSUs are outstanding.




Uruguay


There are no country-specific provisions.





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Last updated on November 5, 2020

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