ex102revised-exa_9x2x22x






US-DOCS\130073772.1  RESTRICTED STOCK UNIT AWARD AGREEMENT  Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to  Participant the number of RSUs set forth in the Grant Notice.    ARTICLE I.  GENERAL  Section 1.1 Defined Terms.  Capitalized terms not specifically defined herein shall have the  meanings specified in the Plan or the Grant Notice.   Section 1.2 Incorporation of Terms of Plan.  The RSUs and the shares of Common Stock issued  to Participant hereunder (“Shares”) are subject to the terms and conditions set forth in this Agreement and  the Plan, which is 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.  Section 2.1  AWARD OF RESTRICTED STOCK UNITS  Award of RSUs.  (a) In consideration of Participant’s past and/or continued employment with or service to the Company or any 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 has granted to Participant the number  of RSUs set forth in the Grant Notice, upon the terms and conditions set forth in the Grant Notice, the Plan  and this Agreement, subject to adjustment as provided in Article VIII of the Plan.  Each RSU represents the  right to receive one Share at the times and subject to the conditions set forth herein.  However, unless and  until the RSUs have vested, Participant will have no right to the payment of any Shares subject thereto.   Prior to the actual delivery of any Shares, the RSUs will represent an unsecured obligation of the Company,  payable only from the general assets of the Company.    Section 2.2 Vesting of RSUs.   (a) Subject to Participant’s continued employment with or service to the Company or any Subsidiary on each applicable vesting date and subject to the terms of this Agreement, the RSUs shall  vest in such amounts and at such times as are set forth in the Grant Notice.    (b) In the event Participant incurs a Termination of Service, except as may be otherwise provided by the Administrator or as set forth in a written agreement between Participant and the  Company, Participant shall immediately forfeit any and all RSUs granted under this Agreement that have  not vested or do not vest on or prior to the date on which such Termination of Service occurs, and  Participant’s rights in any such RSUs that are not so vested shall lapse and expire.   Section 2.3  DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C 





 






  US-DOCS\130073772.1  (a) Distribution or Payment of RSUs.  Participant’s RSUs shall be distributed in  Shares (either in book-entry form or otherwise) on the quarterly settlement date as set forth by the Company  in the Bonus and Equity policy, or successor policy setting forth the Company’s vesting and settlement  dates as of each vesting date of the applicable RSU pursuant to Section 2.2 (but in no event later than March  15 of the calendar year following the year in which such vesting date occurs). Notwithstanding the  foregoing, the Company may delay a distribution or payment in settlement of RSUs if it reasonably  determines that such payment or distribution will violate federal securities laws or any other Applicable  Law, provided that such distribution or payment shall be made at the earliest date at which the Company  reasonably determines that the making of such distribution or payment will not cause such violation, as  required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no payment or  distribution shall be delayed under this Section 2.3(a) if such delay will result in a violation of Section  409A.   (b) All distributions shall be made by the Company in the form of whole Shares, and  any fractional share shall be distributed in cash in an amount equal to the value of such fractional share  determined based on the Fair Market Value as of the date immediately preceding the date of such  distribution.  Section 2.4 Conditions to Issuance of Certificates.  The Company shall not be required to issue  or deliver any certificate or certificates for any Shares or to cause any Shares to be held in book-entry form  prior to the fulfillment of all of the following conditions:  (a) the admission of the Shares to listing on all  stock exchanges on which such Shares are then listed, (b) the completion of any registration or other  qualification of the Shares under any state or federal law or under rulings or regulations of the Securities  and Exchange Commission or 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 that the Administrator shall, in its absolute discretion, determine  to be necessary or advisable, and (d) the receipt of full payment of any applicable withholding tax in  accordance with Section 2.5 by the Company or any applicable Subsidiary with respect to which the  applicable withholding obligation arises.  Section 2.5 Tax Withholding.  Notwithstanding any other provision of this Agreement:  (a)  The Company and Subsidiaries have the authority to deduct or withhold, or  require Participant to remit to the Company or any Subsidiary, an amount sufficient to satisfy any  applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation)  required by Applicable Law to be withheld with respect to any taxable event arising pursuant to this  Agreement.  The Company and Subsidiaries may withhold or Participant may make such payment in one  or more of the forms specified below:  (i) by cash or check made payable to the Company or any applicable  Subsidiary with respect to which the withholding obligation arises;  (ii) by the deduction of such amount from other compensation payable to  Participant;  (iii) with respect to any withholding taxes arising in connection with the  settlement of the RSUs, with the consent of the Administrator, by requesting that the Company  withhold a net number of vested shares of Stock otherwise issuable pursuant to the RSUs having a  then current fair market value not exceeding the amount necessary to satisfy the withholding  obligation of the Company or the applicable Subsidiary based on the applicable statutory  DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C 





 






  US-DOCS\130073772.1  withholding rates in Participant’s applicable jurisdictions for federal, state, local and foreign  income tax and payroll tax purposes that are applicable to such taxable income;  (iv) with respect to any withholding taxes arising in connection with the  settlement of the RSUs, with the consent of the Administrator, by tendering to the Company vested  shares of Stock having a then current fair market value not exceeding the amount necessary to  satisfy the withholding obligation of the Company or the applicable Subsidiary based on the  applicable statutory withholding rates in Participant’s applicable jurisdictions for federal, state,  local and foreign income tax and payroll tax purposes that are applicable to such taxable income;   (v) with respect to any withholding taxes arising in connection with the  settlement of the RSUs, through the delivery of a notice that Participant has placed a market sell  order with a broker acceptable to the Company with respect to shares of Stock then issuable to  Participant pursuant to the RSUs, and that the broker has been directed to pay a sufficient portion  of the net proceeds of the sale to the Company or the applicable Subsidiary with respect to which  the withholding obligation arises in satisfaction of such withholding taxes; provided that payment  of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be  required by the Administrator, but in any event not later than the settlement of such sale; or  (vi) in any combination of the foregoing as authorized by the Administrator.  (b) With respect to any withholding taxes arising in connection with the RSUs, in the  event Participant fails to provide timely payment of all sums required pursuant to Section 1.1(a), the  Company shall have the right and option, but not the obligation, to treat such failure as an election by  Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to  Section Section 2.5(ii) or Section Section 2.5(iii) above, or any combination of the foregoing as the  Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate  representing shares of Stock issuable with respect to the RSUs to Participant or his or her legal  representative unless and until Participant or his or her legal representative shall have paid or otherwise  satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable  income of Participant resulting from the vesting or settlement of the RSUs or any other taxable event related  to the RSUs.  (c) In the event any tax withholding obligation arising in connection with the RSUs  will be satisfied under Section Section 2.5(iii), then the Company may elect to instruct any brokerage firm  determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of  shares from those shares of Stock then issuable to Participant pursuant to the RSUs as the Company  determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation  and to remit the proceeds of such sale to the Company or the applicable Subsidiary with respect to which  the withholding obligation arises.  Participant’s acceptance of this Award constitutes Participant’s  instruction and authorization to the Company and such brokerage firm to complete the transactions  described in this Section Section 2.5(c), including the transactions described in the previous sentence, as  applicable.    (d) Participant is ultimately liable and responsible for all taxes owed in connection  with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax  withholding obligations that arise in connection with the RSUs.  None of the Company or Subsidiaries  makes any representation or undertaking regarding the treatment of any tax withholding in connection with  the awarding, vesting or payment of the RSUs or the subsequent sale of Shares.  None of the Company or  Subsidiaries commits and is under no obligation to structure the RSUs to reduce or eliminate Participant’s  tax liability. The Company may refuse to issue any shares of Stock in settlement of the RSUs to Participant  DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C 





 






  US-DOCS\130073772.1  until the foregoing tax withholding obligations are satisfied, provided that no payment shall be delayed  under this Section 2.5(d) if such delay will result in a violation of Section 409A of the Code.  Section 2.6 Rights as Stockholder.  Neither Participant nor any Person claiming under or  through Participant will have any of the rights or privileges of a stockholder of the Company in respect of  any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in  book-entry form) will have been issued and recorded on the records of the Company or its transfer agents  or registrars and delivered to Participant (including through electronic delivery to a brokerage account).   Except as otherwise provided herein, after such issuance, recordation and delivery, Participant will have all  the rights of a stockholder of the Company with respect to such Shares, including, without limitation, the  right to receipt of dividends and distributions on such Shares.  Section 2.7 Restrictive Covenants; Forfeiture. The Participant hereby acknowledges and  agrees that any restrictive covenants or similar written agreements (the “Restrictive Covenant  Agreements”), including confidentiality and non-solicitation covenants that such Participant may have in  any employment agreement with the Company or any Subsidiary are incorporated herein by reference, and  that such agreements, as applicable, remain in full force and effect. In the event the Participant materially  breaches the Restrictive Covenant Agreements or any other written covenants between such Participant and  the Company or any Subsidiary, the Participant shall immediately forfeit any and all RSUs granted under  this Agreement (whether or not vested), and Participant’s rights in any such RSUs shall lapse and expire.  ARTICLE III.  OTHER PROVISIONS  Section 3.1 Administration.  The Administrator shall have the power to interpret the Plan, the  Grant Notice and this Agreement and to adopt such rules for the administration, interpretation and  application of the Plan, the Grant Notice and this Agreement 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 will be final and binding upon Participant, the Company and all other interested Persons.  To  the extent allowable pursuant to Applicable Law (and without limiting Section 10.7 of the Plan), no member  of the Committee or the Board will be personally liable for any action, determination or interpretation made  with respect to the Plan, the Grant Notice or this Agreement.  Section 3.2 RSUs Not Transferable.  The RSUs may not be sold, pledged, assigned or  transferred in any manner other than by will or the laws of descent and distribution, unless and until the  Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed.   No RSUs or any interest or right therein or part thereof 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.    Section 3.3 Adjustments.  The Administrator may accelerate the vesting of all or a portion of  the RSUs in such circumstances as it, in its sole discretion, may determine.  Participant acknowledges that  the RSUs and the Shares subject to the RSUs are subject to adjustment, modification and termination in  certain events as provided in this Agreement and the Plan, including Article VIII of the Plan.   Section 3.4 Notices.  Any notice to be given under the terms of this Agreement to the Company  shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal  DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C 





 






  US-DOCS\130073772.1  office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last email  or physical address reflected on the Company’s records.  By a notice given pursuant to this Section 3.4,  either party may hereafter designate a different address for notices to be given to that party.  Any notice  shall be deemed duly given when sent via email (to Participant only) or when sent by certified mail (return  receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly  maintained by the United States Postal Service.  Section 3.5 Titles.  Titles are provided herein for convenience only and are not to serve as a  basis for interpretation or construction of this Agreement.  Section 3.6 Governing Law.   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.  Section 3.7 Conformity to Securities Laws.  Participant acknowledges that the Plan, the Grant  Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws,  including, without limitation, the provisions of the Securities Act and the Exchange Act, and any and all  regulations and rules promulgated thereunder by the Securities and Exchange Commission, and state  securities laws and regulations.  Notwithstanding anything herein to the contrary, the Plan shall be  administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law.  To the  extent permitted by Applicable Law, the Plan, the Grant Notice and this Agreement shall be deemed  amended to the extent necessary to conform to Applicable Law.  Section 3.8 Amendment, 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 affect the  RSUs in any material way without the prior written consent of Participant.  Section 3.9 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 set forth in Section 3.2 and the Plan,  this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives,  successors and assigns of the parties hereto.  Section 3.10 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 RSUs, the Grant Notice 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.  Section 3.11 Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall  confer upon Participant any right to continue to serve as an employee or other service provider of the  Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or any  Subsidiary, 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 (a) expressly provided  otherwise in a written agreement between the Company or any Subsidiary and Participant or (b) where such  provisions are not consistent with applicable foreign or local laws, in which case such applicable foreign or  local laws shall control.  DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C 





 






  US-DOCS\130073772.1  Section 3.12 Entire Agreement.  The Plan, the Grant Notice and this Agreement (including any  exhibit hereto) 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.  Section 3.13 Section 409A.  This Award is intended to be exempt from, or comply with, Section  409A, such that no adverse tax consequences, interest or penalties under Section 409A apply, and it shall  be interpreted consistent with such intent.  However, notwithstanding anything in the Plan, the Grant Notice  or this Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan  or Awards, adopt policies and procedures, or take any other actions (including amendments, policies and  procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment  of Awards, including any actions intended to (A) exempt this Plan or any Award from Section 409A, or  (B) comply with Section 409A, including regulations, guidance, compliance programs and other  interpretive authority that may be issued after the Grant Date. The Company makes no representations or  warranties to an Award’s tax treatment under Section 409A or otherwise. The Company will have no  obligation under this Section 3.13 or otherwise to avoid the taxes, penalties or interest under Section 409A  with respect to any Award and will have no liability to any Participant or any other person if any Award,  compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified  deferred compensation” subject to taxes, penalties or interest under Section 409A.  Section 3.14 Agreement Severable.  In the event that any provision of the Grant Notice or this  Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or  unenforceability will not be construed to have any effect on, the remaining provisions of the Grant Notice  or this Agreement.  Section 3.15 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 RSUs.  Section 3.16 Counterparts.  The Grant Notice may be executed in one or more counterparts,  including by way of any electronic signature, subject to Applicable Law, each of which shall be deemed an  original and all of which together shall constitute one instrument.  Section 3.17 Broker-Assisted Sales.  In the event of any broker-assisted sale of Shares in  connection with the payment of withholding taxes as provided in Section 2.5(c): (a) any Shares to be sold  through a broker-assisted sale will be sold on or about the day the tax withholding obligation, as applicable,  occurs or arises, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade  with other participants in the Plan in which all participants receive an average price; (c) Participant will be  responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the  Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent  the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such  excess in cash to Participant as soon as reasonably practicable; (e) Participant acknowledges that the  Company or its designee is under no obligation to arrange for such sale at any particular price, and that the  proceeds of any such sale may not be sufficient to satisfy the applicable tax withholding obligation; and (f)  in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding obligation,  Participant agrees to pay immediately upon demand to the Company or the applicable Subsidiary with  respect to which the withholding obligation arises an amount in cash sufficient to satisfy any remaining  portion of the Company or the applicable Subsidiary’s withholding obligation.  DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C 





 






  US-DOCS\130073772.1  Section 3.18 Claw-back Provisions. The RSUs (including any proceeds, gains or other  economic benefit the Participant actually or constructively receives upon distribution of the RSUs or the  receipt or resale of any Shares underlying the RSUs) will be subject to any Company claw-back policy as  in effect from time to time, including any claw-back policy adopted to comply with Applicable Laws  (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations  promulgated thereunder).  * * * * *     DocuSign Envelope ID: F209A6B6-DA7C-496F-AFC7-26B85B7FB86C