EX-10.1



 Exhibit 10.1 

JABIL CIRCUIT, INC. 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

(ACQ TBRSU) 
 This
RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made as of [INSERT DATE] (the “Grant Date”) between JABIL CIRCUIT, INC. a Delaware corporation (the “Company”) and
[            ] (the “Grantee”). 
 Background Information 

A. The Board of Directors (the “Board”) and stockholders of the Company previously adopted the Jabil Circuit, Inc. 2011 Stock Award
and Incentive Plan (the “Plan”). 
 B. Section 8 of the Plan provides that the Administrator shall have the discretion and
right to grant Stock Awards, including Stock Awards denominated in units representing rights to receive shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and conditions of the Plan and any additional terms
provided by the Administrator. The Administrator has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this Agreement. 

C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and conditions of the Plan and this Agreement. 

D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. 

Agreement 
 1.
Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee [            ] restricted stock units
(the “Restricted Stock Units”) as of the Grant Date which shall vest in accordance with Section 2 below. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested
and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the
Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to
pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the
Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement,
(iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees or Consultants or Non-Employee Directors, including any applicable
“blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, and (v) any entitlement to
dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the
provisions of Sections 2 and 3 of this Agreement. 







 2. Vesting. 

(a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the
Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The Grantee’s rights and interest in the Restricted Stock Units shall become vested and non-forfeitable at the rate set
forth in Section 2(b) below, provided that in all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this
Section 2 is referred to herein as a “Stated Vesting Date.” 
 (b) The portion of the Grantee’s rights
and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Stated Vesting Date shall be determined in accordance with the following schedule: 

 

			
	Stated Vesting Dates		Percentage of Shares Vested
		
	[INSERT DATES]		[INSERT%]

 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units
that is not yet vested on the date such Change in Control is determined to have occurred: 
 (a) shall become fully vested
on the first anniversary of the date of such Change in Control (the “Change in Control Anniversary”) if the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in
Control Anniversary; 
 (b) shall become fully vested on the Date of Termination if the Grantee’s Continuous Status as
an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or 

(c) shall not become fully vested if the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee
Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become
vested. 

  
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 This Section 3 shall supersede the standard vesting provision contained in Section 2 of
this Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting
Date under the terms of the standard vesting provision contained in Section 2 of this Agreement 
 For purposes of this Section 3,
the following definitions shall apply: 
 (d) “Cause” means: 

(i) The Grantee’s conviction of a crime involving fraud or dishonesty; or 

(ii) The Grantee’s continued willful or reckless material misconduct in the performance of the Grantee’s duties
after receipt of written notice from the Company concerning such misconduct; 
 provided, however, that for purposes of
Section 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of
the Grantee to gain, directly or indirectly, a profit to which the Grantee was not legally entitled). 
 (e) “Good
Reason” means: 
 (i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent
with the Grantee’s position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith; 

(ii) Any material reduction in the Grantee’s compensation; or 

(iii) Change in location of the Grantee’s assigned office of more than 35 miles without prior consent of the Grantee.

 The Grantee’s resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the
Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of
the Good Reason from the Grantee to the Company, and the effective date of the Grantee’s resignation is within one year following the effective date of the occurrence of the Good Reason. 

4. Timing and Manner of Settlement of Restricted Stock Units. 

  
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 (a) Settlement Timing. Unless and until the Restricted Stock Units become
vested and non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will be settled under this
Section 4 by the Company delivering to the Grantee (or his beneficiary in the event of death) a number of Shares equal to the number of Restricted Stock Units that have become vested and non-forfeitable and are to be settled at the applicable
settlement date. In the case of Restricted Stock Units that become vested and non-forfeitable at a Stated Vesting Date in accordance with Section 2 of this Agreement, such Restricted Stock Units will be settled at a date (the “Stated
Settlement Date”) that is as prompt as practicable after the Stated Vesting Date but in no event later than two and one-half (2-1/2) months after such Stated Vesting Date (settlement that is prompt but in no event later than two and one-half
(2-1/2) months after the applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section 3 or Section 6
will be as follows: 
 (i) Restricted Stock Units that do not constitute a deferral of compensation under Code
Section 409A will be settled as follows: 
 (A) Restricted Stock Units that become vested in accordance with
Section 6(a) (due to the Grantee’s death) will be settled within the period extending to not later than two and one-half (2-1/2) months after the later of the end of calendar year or the end of the Company’s fiscal year in which death
occurred; 
 (B) Restricted Stock Units that become vested in accordance with Section 6(b) (due to the Grantee’s
termination due to Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director; and 

(C) Restricted Stock Units that become vested in accordance with Section 3(a) (on the Change in Control Anniversary) or
Section 3(b) (during the year following a Change in Control) will be settled in a Prompt Settlement following the applicable vesting date under Section 3(a) or 3(b). 

(ii) Restricted Stock Units that constitute a deferral of compensation under Code Section 409A (“409A RSUs”)
will be settled as follows: 
 (A) 409A RSUs that become vested in accordance with Section 6(a) (due to the
Grantee’s death) will be settled on the 30th day after the date of the Grantee’s death; 

(B) 409A RSUs that become vested in accordance with Section 6(b) (due to the Grantee’s termination due to
Disability) will be settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and 

  
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 (C) 409A RSUs that become vested in accordance with Section 3(a) (on the
Change in Control Anniversary), if in connection with the Change in Control there occurred a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of
the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in Control”), will be settled in a Prompt Settlement following the first anniversary of the 409A Change in Control, and if there occurred no 409A
Change in Control in connection with the Change in Control, such 409A RSUs will be settled in a Prompt Settlement following the earliest of the applicable Stated Vesting Date, one year after a 409A Change in Control not related to the Change in
Control or the termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule); and 

(D) 409A RSUs that become vested in accordance with Section 3(b) (during the year following a Change in Control) will be
settled in a Prompt Settlement following termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director, subject to Section 9(b) (including the six-month delay rule). 

(b) Manner of Settlement. The Company may make delivery of Shares of Common Stock in settlement of Restricted Stock
Units by either delivering one or more certificates representing such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of the Grantee (and any joint name, if so directed by the Grantee), or by depositing such
Shares into a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner, with the consent of the Grantee). If the Company determines to settle Restricted Stock Units by making a deposit of Shares into such an
account, the Company may settle any fractional Restricted Stock Unit by means of such deposit. In other circumstances or if so determined by the Company, the Company shall instead pay cash in lieu of any fractional Share, on such basis as the
Administrator may determine. In no event will the Company issue fractional Shares. 
 (c) Effect of Settlement.
Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that have been paid and settled. Although a settlement date or range of
dates for settlement are specified above in order to comply with Code Section 409A, the Company retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee shall have any claim for damages or loss by virtue
of the fact that the market price of Common Stock was higher on a given date upon which settlement could have been made as compared to the market price on or after the actual settlement date (any claim relating to settlement will be limited to a
claim for delivery of Shares and related dividend equivalents). 

  
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 5. Restrictions on Transfer. The Grantee shall not have the right to make or permit to
occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of the Restricted Stock Units, related rights to dividend equivalents or any other rights relating thereto, whether outright or as security, with or without
consideration, voluntary or involuntary, and the Restricted Stock Units, related rights to dividend equivalents and other rights relating thereto, shall not be subject to execution, attachment, lien, or similar process; provided, however, the
Grantee will be entitled to designate a beneficiary or beneficiaries to receive any settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner and to the extent permitted by the Administrator. In the event
Grantee does not designate any such beneficiary, any act of the Company, including making any payment under this Agreement, may be deferred from when such payment is otherwise due until a beneficiary has been properly designated. Any purported
transfer or other transaction not permitted under this Section 5 shall be deemed null and void. 
 6. Forfeiture. Except as may
be otherwise provided in this Section 6, the Grantee shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director
terminates for any reason before the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this Agreement. 

(a) Death. In the event that the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director
terminates due to death at a time that any of the Grantee’s Restricted Stock Units have not yet vested, a pro rata share of the next tranche of Restricted Stock Units scheduled to vest, shall vest based on the number of days worked within the
applicable vesting period for the tranche during which the death occurred. Any remaining unvested Restricted Stock Units shall be forfeited. 

(b) Disability. In the event that the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee
Director terminates due to Disability at a time that any of the Grantee’s Restricted Stock Units have not yet vested, a pro rata share of the next tranche of Restricted Stock Units scheduled to vest, shall vest based on the number of days
worked within the applcable vesting period for the tranche during which the termination occurred, provided that such accelerated vesting will only apply if the Grantee executes the agreement, if any, required under Section 6(c). Any remaining
unvested Restricted Stock Units shall be forfeited. 
 (c) Execution of Separation Agreement and Release. Unless
otherwise determined by the Administrator, as a condition to the accelerated vesting of Restricted Stock Units under Section 6(b), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the
Administrator, setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the Company’s business, and releasing the Company from liability in connection
with the Grantee’s termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(b), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock
Units, and related dividend equivalents and any other related rights, in the event of the Grantee’s failure to comply with the terms of such agreement. The Administrator will provide the form of such agreement to the Grantee at the date of
termination, and the Grantee must execute and return such form within the period specified by law or, if no such period is specified, within 21 days after receipt of the form of agreement, and not revoke such agreement within any permitted
revocation period (the end of these periods being the “Agreement Effectiveness Deadline”). If any Restricted Stock Units subject to Section 6(b) or related rights would be required to be settled before the Agreement Effectiveness
Deadline, the settlement shall not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related rights settled before such receipt and effectiveness shall be subject to a “clawback”
(repaying to the Company the Shares and cash paid upon settlement) in the event that the agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline. 

  
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 7. Dividend Equivalents; Adjustments. 

(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on the date that Shares are issued
in settlement of a Restricted Stock Unit, the Grantee will accrue dividend equivalents on Restricted Stock Units equal to the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an
issued and outstanding Share of Common Stock on the record date for the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock
Units to which they relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes (subject
to Section 8). 
 (b) Adjustments. The number of Restricted Stock Units credited to the Grantee shall be subject
to adjustment by the Company, in accordance with Section 13 of the Plan, in order to preserve without enlarging the Grantee’s rights with respect to such Restricted Stock Units. Any such adjustment shall be made taking into account any
crediting of cash dividend equivalents to the Grantee under Section 7(a) in connection with such transaction or event. In the case of an extraordinary cash dividend, the Administrator may determine to adjust the Grantee’s Restricted Stock
Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject to the same forfeiture and settlement terms as
applied to the related Restricted Stock Units prior to the adjustment. 
 8. Responsibility for Taxes and Withholding. Regardless of
any action the Company, any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation
in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually
withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or
dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the
Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related
Items in more than one jurisdiction. 

  
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 Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or
make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy
the obligations with regard to all Tax-Related Items by one or a combination of the following: 
 (a) withholding from the
Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or its Subsidiaries; or 
 (b)
withholding from proceeds of the Shares acquired following settlement either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or 

(c) withholding in Shares to be delivered upon settlement; or 

(d) withholding from dividend equivalent payments (payable in cash) related to the Shares to be delivered at settlement. 

To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering
applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of
Shares attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

 Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its
Subsidiaries may be required to withhold or account for as a result of the Grantee’s participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of
the sale of Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. 
 9.
Code Section 409A. 
 (a) General. Payments made pursuant to this Agreement are intended to be exempt from
Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will apply in order that the Restricted Stock
Units, and related dividend equivalents and any other related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the Company reserves the right, to the extent the Company deems necessary or advisable in its
sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt from or otherwise have terms that comply, and in
operation comply, with Code Section 409A (including, without limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted Stock
Units, and related dividend equivalents and any other related rights, will be exempt from or avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section 409A from applying to the Restricted
Stock Units and related dividend equivalents and any other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. 

  
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 (b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following
restrictions will apply: 
 (i) Separation from Service. Any payment in settlement of the 409A RSUs that is triggered
by a termination of Continuous Status as an Employee or Consultant or Non-Employee Director (or other termination of employment) hereunder will occur only if the Grantee has had a “separation from service” within the meaning of Treasury
Regulation § 1.409A-1(h), with such separation from service treated as the termination for purposes of determining the timing of any settlement based on such termination. 

(ii) Six-Month Delay Rule. The “six-month delay rule” will apply to 409A RSUs if these four conditions are
met: 
 (A) the Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h))
for a reason other than death; 
 (B) a payment in settlement is triggered by such separation from service; and 

(C) the Grantee is a “specified employee” under Code Section 409A. 

If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by separation from service where the settlement
otherwise would occur within six months after the separation from service, subject to the following: 
 (D) any delayed
payment shall be made on the date six months and one day after separation from service; 
 (E) during the six-month delay
period, accelerated settlement will be permitted in the event of the Grantee’s death and for no other reason (including no acceleration upon a Change in Control) except to the extent permitted under Code Section 409A; and 

(F) any settlement that is not triggered by a separation from service, or is triggered by a separation from service but would
be made more than six months after separation (without applying this six-month delay rule), shall be unaffected by the six-month delay rule. 

(c) Other Compliance Provisions. The following provisions apply to Restricted Stock Units: 

  
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 (i) Each tranche of Restricted Stock Units (including dividend equivalents
accrued thereon) that is scheduled to vest at a separate Stated Vesting Date under Section 2 shall be deemed a separate payment for purposes of Code Section 409A. 

(ii) The settlement of 409A RSUs may not be accelerated by the Company except to the extent permitted under Code
Section 409A. The Company may, however, accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing
the settlement terms of such 409A RSUs. 
 (iii) It is understood that Good Reason for purposes of this Agreement is limited
to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2). 
 (iv) Any restriction imposed on 409A
RSUs hereunder or under the terms of other documents solely to ensure compliance with Code Section 409A shall not be applied to a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to preserve the status of such
Restricted Stock Unit as not being a “deferral of compensation” under Code Section 409A. 
 (v) If any
mandatory term required for 409A RSUs or other RSUs, or related dividend equivalents or other related rights, to avoid tax penalties under Code Section 409A is not otherwise explicitly provided under this document or other applicable documents,
such term is hereby incorporated by reference and fully applicable as though set forth at length herein. 
 (vi) In the case
of any settlement of Restricted Stock Units during a specified period following the Stated Vesting Date or other date triggering a right to settlement, the Grantee shall have no influence on any determination as to the tax year in which the
settlement will be made. 
 (vii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the circumstances
arise constituting a Disability but termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not in fact resulted immediately without an election by the Grantee, then only the Company or a
Subsidiary may elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director due to such Disability. 

(viii) If the Company has a right of setoff that could apply to a 409A RSU, such right may only be exercised at the time the
409A RSU would have been settled, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the settlement date if application of such setoff right against an earlier obligation
would not be permitted under Code Section 409A. 
 10. No Effect on Employment or Rights under the Plan. Nothing in the Plan or
this Agreement shall confer upon the Grantee the right to continue in the employment of the Company or any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the employment of the Grantee regardless of the
effect of such termination of employment on the rights of the Grantee under the Plan or this Agreement. If the Grantee’s employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any
compensation for or in respect of any consequent diminution or extinction of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan. The rights and obligations of the Grantee under
the terms of his employment with the Company or any Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment between the Grantee and the
Company or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances have any right to be granted an Award. 

  
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 11. Governing Laws. This Agreement shall be construed and enforced in accordance with the
laws of the State of Florida. 
 12. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure to the benefit
of, and be binding upon, the Company and the Grantee and their heirs, legal representatives, successors and permitted assigns. In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or
portion thereof had never been contained herein. Subject to the terms and conditions of the Plan and any rules adopted by the Company or the Administrator and applicable to this Agreement, which are incorporated herein by reference, this Agreement
expresses the entire understanding and agreement of the parties hereto with respect to such terms, restrictions and limitations. Section headings used herein are for convenience of reference only and shall not be considered in construing this
Agreement.
  
 13. Grantee Acknowledgements and Consents. 

(a) Grantee Consent. By accepting this Agreement electronically, the Grantee voluntarily acknowledges and consents to
the collection, use, processing and transfer of personal data as described in this Section 13(a). The Grantee is not obliged to consent to such collection, use, processing and transfer of personal data; however, failure to provide the consent
may affect the Grantee’s ability to participate in the Plan. The Company and its subsidiaries hold, for the purpose of managing and administering the Plan, certain personal information about the Grantee, including the Grantee’s name, home
address and telephone number, date of birth, social security number or other Grantee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, and details of all options or any other entitlement
to Shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Grantee’s favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as necessary for the purpose of
implementation, administration and management of the Grantee’s participation in the Plan and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation,
administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, in countries that may have different data privacy laws and protections than the Grantee’s country, such
as the United States. By accepting this Agreement electronically, the Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the
Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Grantee’s behalf to a broker or other third party with
whom the Grantee may elect to deposit any Shares acquired pursuant to the Plan. The Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Administrator; however,
withdrawing consent may affect the Grantee’s ability to participate in the Plan. 

  
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 (b) Voluntary Participation. The Grantee’s participation in the Plan
is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part
of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 

(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO
ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE “PLAN DOCUMENTS”). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH
DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE
EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY
ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE
AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEE’S REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN
DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO
RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF
(i) THE TERMINATION OF THE GRANTEE’S PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEE’S CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS
THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE
COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND
RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION. 

  
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 (d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of
the Grantee relating to the Grantee’s Restricted Stock Units and related dividend equivalents and any other related rights shall constitute bookkeeping entries on the books of the Company and shall not create in the Grantee any right to, or
claim against, any specific assets of the Company or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With respect to the Grantee’s entitlement to any payment hereunder, the Grantee shall be a general
creditor of the Company. 
 14. Additional Acknowledgements. By accepting this Agreement electronically, the Grantee and the Company
agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has
had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all
provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. 

15. Country Appendix. Notwithstanding any provision of this Agreement to the contrary, this Restricted Stock Unit grant and any Shares
issued pursuant to this Agreement shall be subject to the applicable terms and provisions as set forth in any Country Appendix attached hereto and incorporated herein, if any, for the Grantee’s country of residence (and country of employment or
engagement as a Consultant, if different). 
 Acceptance by the Grantee 
  

By selecting the “I accept” box on the website of the Company’s administrative agent, the Grantee acknowledges acceptance of, and consents to
be bound by, the Plan and this Agreement and any other rules, agreements or other terms and conditions incorporated herein by reference. 

  
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