Form of Stock Option Agreement



  
 Exhibit 10.2

 INTERNATIONAL 
 TESSERA TECHNOLOGIES, INC. 
 2003 EQUITY INCENTIVE PLAN 

STOCK OPTION GRANT NOTICE AND 
 STOCK OPTION AGREEMENT 
 Tessera Technologies, Inc., a Delaware corporation
(the “Company”), pursuant to its 2003 Equity Incentive Plan (as amended to date, the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the
number of shares of the Company’s common stock, par value $0.001 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the
Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Grant Notice and the Stock Option Agreement. 
  

	
	Participant:
	
	Employee ID:
	
	Grant Date:
	
	Vesting Commencement Date:
	
	Exercise Price per Share:
	
	Total Number of Shares Subject to the Option:
	
	Total Exercise Price:
	
	Expiration Date:

  

					
	Type of Option:	  	 ̈  Nonstatutory Stock Option
		
	Vesting Schedule:	  	The Option shall vest and become exercisable according to the following indicated schedule:


 

	 	 ̈	The Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of Stock subject to the Option on the first anniversary of the
Vesting Commencement Date, and thereafter the balance of the Option shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject
to Participant’s continued status as a Service Provider through each of such vesting dates, such that the Option shall be fully vested and exercisable with respect to all of the shares of Stock subject to the Option as of the fourth anniversary
of the Vesting Commencement Date. 

  

	 	 ̈	 The Option shall vest and become exercisable in a series of forty-eight (48) successive equal monthly installments over the four-year period measured
from the Vesting Commencement Date, subject to Participant’s continued status as a Service Provider through each of such vesting dates, such that the Option shall be fully vested and exercisable with respect to all of the











	 	 
shares of Stock subject to the Option as of the fourth anniversary of the Vesting Commencement Date. By his or her signature, Participant agrees to be bound by the terms and conditions of the
Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or relating to the Option. 


 I have read and accepted all terms and conditions of
the Plan posted on www.etrade.com. Below are instructions on how to access the Plan: 
 1. Log into your E*TRADE account.

 2. Click on Employee Stock Plan. 
 3. Click on Company Info. 
 4. Click on Documents. 

5. Click on 2003 Plan. 
  

									
	TESSERA TECHNOLOGIES, INC.	 		 	PARTICIPANT
					
	By:	 	  
	 		 	By:	 	  

	Print Name:	 	 Michael Anthofer
	 		 	Print Name:	 	  

	Title:	 	 EVP, Chief Financial Officer
	 		 	Date:	 	  

	Address:	 	 3025 Orchard Parkway
	 		 		 	
		 	 San Jose, CA 95134
	 		 		 	
	Date:	 	  
	 		 		 	








  
 EXHIBIT A

 TO STOCK OPTION GRANT NOTICE 
 STOCK OPTION AGREEMENT 
 Pursuant to the Stock Option Grant Notice (the
“Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Tessera Technologies, Inc., a Delaware corporation (the “Company”), has granted to
Participant an option under the Company’s 2003 Equity Incentive Plan (as amended to date, the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice. 

ARTICLE I. 

GENERAL 

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless
the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. 
 (a) “Termination of Consultancy” shall mean the time when the engagement of Participant as a Consultant to the Company or a Parent or Subsidiary is terminated for any reason, with
or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (i) terminations where there is a simultaneous employment or continuing employment of Participant by the Company or any
Parent or Subsidiary, and (ii) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Parent or Subsidiary. The Administrator, in
its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of
Consultancy. Notwithstanding any other provision of the Plan, the Company or any Parent or Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in writing. 
 (b) “Termination of Directorship” shall
mean the time when Participant, if he or she is or becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board,
in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Non-Employee Directors. 
 (c) “Termination of Employment” shall mean the time when the employee-employer relationship between Participant and the Company or any Parent or Subsidiary is terminated for any
reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (i) terminations where there is a simultaneous reemployment or continuing
employment of Participant by the Company or any Parent or Subsidiary, and (ii) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or
any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of
absence constitutes a Termination of Employment. 







  
 (d)
“Termination of Services” shall mean the last to occur of Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. 

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by
reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 

ARTICLE II. 
 GRANT OF OPTION 
 2.1 Grant of Option. In consideration of
Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant
Date”), the Company irrevocably grants to Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this
Agreement. The Option shall be a Nonstatutory Stock Option. 
 2.2 Exercise Price. The exercise price of the shares of
Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value
of a share of Stock on the Grant Date. 
 2.3 Consideration to the Company. In consideration of the grant of the Option
by the Company, Participant agrees to render faithful and efficient services to the Company or any Parent or Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the
Company or any Parent or Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Parents and Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any
time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Parent or Subsidiary and Participant. 

ARTICLE III. 
 PERIOD OF EXERCISABILITY 
 3.1 Commencement of Exercisability.

 (a) Subject to Sections 3.2, 3.3, 5.8 and 5.10 hereof, the Option shall become vested and exercisable in such amounts and at
such times as are set forth in the Grant Notice. 
 (b) No portion of the Option which has not become vested and exercisable at
the date of Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant. 

(c) Notwithstanding anything in this Sections 3.1 hereof, pursuant to Section 13(d) of the Plan, the Option shall become fully
vested and exercisable in the event of a Change in Control, in connection with which the successor corporation does not assume the Option or substitute an equivalent 







 
right for the Option. Should the successor corporation assume the Option or substitute an equivalent right, then no such acceleration shall apply. 

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are
cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. 

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following
events: 
 (a) The Expiration Date set forth in the Grant Notice; 

(b) The expiration of three months from the date of Participant’s Termination of Services, unless such termination occurs by reason
of Participant’s death or Disability; or 
 (c) The expiration of one year from the date of Participant’s Termination
of Services by reason of Participant’s death or Disability. 
 ARTICLE IV. 

EXERCISE OF OPTION 
 4.1 Person Eligible to Exercise. Except as provided in Sections 5.2(b), during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of
Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the
deceased Participant’s will or under the then applicable laws of descent and distribution. 
 4.2 Partial Exercise.
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.

 4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the
Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

 (a) An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby
exercised, such notice complying with all applicable rules established by the Administrator; 
 (b) The receipt by the Company
of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable federal, state and foreign withholding or other taxes, which the Company and/or its Parent or Subsidiary
are required by applicable law to account to any tax authority resulting from the grant, exercise, vesting or distribution of the Option or the shares of Stock issuable thereunder or otherwise pursuant to this Agreement (which payment may be made in
cash, by deduction from other compensation payable to Participant or in any form of consideration permitted under Section 4.4 hereof or by the Plan); 







  
 (c) Any other written
representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law rule, or regulation; and 

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than
Participant, appropriate proof of the right of such person or persons to exercise the Option. 
 Notwithstanding any of the foregoing, the
Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time. 
 4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant: 

(a) Cash; 
 (b)
Check; 
 (c) Delivery of a notice that Participant has placed a market sell order with a broker with respect to shares of Stock
then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such
proceeds is then made to the Company upon settlement of such sale; 
 (d) With the consent of the Administrator, surrender of
other shares of Stock which (A) in the case of shares of Stock acquired from the Company, have been owned by Participant for more than six (6) months on the date of surrender (or such other period of time as the Administrator may
determine), and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; 

(e) With the consent of the Administrator, surrendered shares of Stock issuable upon the exercise of the Option having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or 
 (f) With the consent of the Administrator, property of any kind which constitutes good and valuable consideration. 
 4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of
Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the
Option or portion thereof prior to fulfillment of all of the following conditions: 
 (a) The admission of such shares of Stock
to listing on all stock exchanges on which such Stock is then listed; 
 (b) The completion of any registration or other
qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission 







 
or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; 

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; 
 (d) The receipt by the Company of full payment for such shares
of Stock, including payment of any applicable federal, state and foreign withholding or other taxes, which the Company and/or its Parent or Subsidiary are required by applicable law to account to any tax authority resulting from the grant, exercise,
vesting or distribution of the Option or the shares of Stock issuable thereunder or otherwise pursuant to this Agreement (which payment may be made, in the discretion of the Administrator, in cash, by deduction from other compensation payable to
Participant or in any form of consideration permitted under Section 4.4 hereof or by the Plan); and 
 (e) The lapse of
such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience. 
 (f) Shares of Stock issued upon exercise of the Option shall be issued to Participant or Participant’s beneficiaries, as the case may be, at the sole discretion of the Administrator, in either
(i) uncertificated form, with the shares recorded in the name of Participant in the books and records of the Company’s transfer agent; or (ii) certificate form. 
 4.6 Tax Indemnity. 
 (a) Participant agrees to indemnify and keep
indemnified the Company, any Subsidiary, Participant’s employing company, if different, and their affiliates (collectively, the “Company Group”) from and against any liability for or obligation to pay any Tax Liability
(a “Tax Liability” being any liability for income tax, withholding tax and any other employment related taxes or social security contributions in any jurisdiction) that is attributable to (i) the grant or exercise of, or
any benefit derived by Participant from, the Option, (ii) the acquisition by Participant of the Stock on exercise of the Option, or (iii) the disposal of any Stock. 
 (b) The Option cannot be exercised until Participant has made such arrangements as the Company may require for the satisfaction of any Tax Liability that may arise in connection with the exercise of the
Option and/or the acquisition of the Stock by Participant. The Company shall not be required to issue, allot or transfer Stock until Participant has satisfied this obligation. 
 (c) Participant authorizes the Company Group, or their respective agents, to satisfy Participant’s obligations in regards to any Tax Liability through one or a combination of the following:

 (i) the withholding by the Company Group or their respective agents from any compensation paid or payable to Participant an
amount sufficient to satisfy such Tax Liability; 
 (ii) Participant’s tender of a cash payment in an amount sufficient to
satisfy such Tax Liability; 
 (iii) with the consent of the Administrator, surrendered shares of Stock issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate Tax Liability; or 







  
 (iv) with the consent
of the Administrator, surrender of other shares of Stock which (A) in the case of shares of Stock acquired from the Company, have been owned by Participant for more than six (6) months on the date of surrender (or such shorter or longer
period determined by the Administrator), and (B) have a Fair Market Value on the date of surrender equal to the aggregate Tax Liability. 
 (d) If Participant is a resident of the United Kingdom, then Participant’s “Tax Liability” shall also include Participant’s National Insurance Contributions or any
National Insurance Contributions of the company Group that are attributable to (i) the grant or exercise of, or any benefit derived by Participant from, the Option, (ii) the acquisition by Participant of the Stock on exercise of the
Option, or (iii) the disposal of any Stock. At the discretion of the Company, the Option cannot be exercised until Participant has entered into an election with the Company (or such other member of the Company Group that is Participant’s
employer) (as appropriate) in a form approved by the Company and Her Majesty’s Revenue & Customs (a “Joint Election”) under which any liability of the Company Group for the employer’s National Insurance
contributions arising in respect of the granting, vesting, exercise of or other dealing in the Option, or the acquisition of Stock on exercise of the Option, is transferred to and met by Participant. In addition, Participant undertakes that, upon
request by the Company, he or she will join with his or her employer in electing, pursuant to Section 431 of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) that, for relevant tax purposes, the market value of
the Stock acquired on exercise of the Option on any occasion will be calculated as if the Stock were not restricted and Sections 425 to 430 (inclusive) of ITEPA are not to apply to such Stock. 

4.7 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of
the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 13(a) of
the Plan. 
 ARTICLE V. 
 OTHER PROVISIONS 
 5.1 Administration. The Administrator shall have
the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. 
 5.2 Option Not
Transferable. 
 (a) The Option may not be sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution, or, subject to the consent of the Administrator, pursuant to a DRO, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed.
Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of 







 
law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect,
except to the extent that such disposition is permitted by the preceding sentence. 
 (b) During the lifetime of Participant,
only Participant may exercise the Option or any portion thereof, unless it has been disposed of with the consent of the Administrator pursuant to a DRO. After the death of Participant, any exercisable portion of the Option may, prior to the time
when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of
descent and distribution. 
 5.3 Adjustments. Participant acknowledges that the Option is subject to modification and
termination in certain events as provided in this Agreement and Section 13 of the Plan. 
 5.4 Notices. Notices
required or permitted hereunder shall be given in writing and shall be deemed effectively given when sent via email or upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to
Participant to his or her address shown in the Company records, and to the Company at its principal executive office. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be
given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this
Section 5.4. 
 5.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 
 5.6 Governing Law and Jurisdiction. The laws of the State of
Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. The courts of the State of California
shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan. The jurisdiction agreement contained in this Section 5.6 is made for the benefit of the Company only, which accordingly retains the right to
bring proceedings in any other court of competent jurisdiction. By accepting the grant of an Award and not renouncing it, a Participant is deemed to have agreed to submit to such jurisdiction. 

5.7 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state or foreign securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 
 5.8 Amendments,
Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that,
except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Option in any material way without the prior written consent of Participant. 







  
 5.9 Successors and
Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein
set forth in Section 5.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 
 5.10 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the
Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule 

5.11 Not a Contract of Employment. Notwithstanding any other provision of this Agreement or the Plan: 

(a) the Plan shall not form part of any contract of employment between the Company Group and Participant; 

(b) unless expressly so provided in his or her contract of employment, Participant has no right or entitlement to be granted an Award or
any expectation that an Award might be made to him or her, whether subject to any conditions or at all; 
 (c) the benefit to
Participant of participation in the Plan (including, in particular but not by way of limitation, any Awards held by him or her) shall not form any part of his or her remuneration or count as his remuneration for any purpose and shall not be
pensionable; 
 (d) the rights or opportunity granted to Participant on the making of an Award shall not give Participant any
rights or additional rights, and if Participant ceases to be employed by the Company Group Participant shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in
particular but not by way of limitation, any Awards held by him or her which lapse by reason of his ceasing to be employed by the Company Group) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise;

 (e) the rights or opportunity granted to Participant on the making of an Award shall not give Participant any rights or
additional rights in respect of any pension scheme operated by the Company Group; 
 (f) Participant shall not be entitled to
any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to acquire or retain shares of Stock, or any interest in shares of Stock pursuant to an Award in consequence of the loss or termination of his
office or employment with the Company Group for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair); and 
 (g) by accepting the grant of the Option and not renouncing it, Participant is deemed to have agreed to the provisions of this Section 5.11. 

5.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 







  
 5.13 Limitation on
Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed
as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any,
with respect to the Option, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof. 

5.14 Data Protection. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of Participant’s personal data as described in this document by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing his or her participation in the Plan. Participant
understands that the Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares of stock or directorships held in the Company, details of all options or any other entitlement to Shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s
favor, for the purpose of implementing, administering and managing the Plan (“Data”). 
 Participant
understands that Data will be transferred to E*TRADE and/or to such other stock plan service provider as may be selected by the Company, which is assisting the Company with the implementation, administration and management of the Plan. Participant
understands that the recipients of the Data may be located in the United States or elsewhere (and, if Participant is a resident of a member state of the European Union, may be outside the European Economic Area) and that the recipient’s country
(e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that he or she may request a list with the names and addresses of all recipients of the Data by contacting
Participant’s local human resources representative. Participant authorizes the Company Group, E*TRADE and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only
as long as is necessary to implement, administer and manage his or her participation in the Plan. Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Participant understands, however, that refusing or withdrawing
consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, Participant understands that he or she may contact the U.S. human resources
representative. This Section applies to information held, used or disclosed in any medium.