Form of International Restricted Stock Unit Award



 Exhibit 10.5 
 THE DUN & BRADSTREET CORPORATION 
 2009 STOCK INCENTIVE PLAN 
 INTERNATIONAL RESTRICTED STOCK UNIT AWARD 
 ([DATE]) 
 This RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to
                             (the “Participant”) as of this
     day of         , 20     (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”)
pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan. 
 1. Grant of Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan
             restricted stock units (“RSUs”). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the
Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the
rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company. 
 2. Vesting.
Subject to Sections 3, 4 and 9 below, the restrictions on the applicable percentage of the RSUs shall lapse and such percentage of the RSUs shall vest on each “Vesting Date” set forth in the following schedule provided the
Participant remains in the continuous active employ of the Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date: 
  

					
	 Vesting Date
	  	 Percentage of RSUs Vested
	  	 # of RSUs Vested

		  	20%	  	
		  	30%	  	
		  	50%	  	

  

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 3. Termination of Employment Before One Year Anniversary of Grant. If the
Participant’s employment with the Company and its Affiliates terminates for any reason prior to the one year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the RSUs. 
 4. Termination of Employment On or After One Year Anniversary of Grant. If the Participant’s employment with the Company and
its Affiliates terminates on or after the one year anniversary of the Award Date due to Retirement, death or Disability, any unvested RSUs shall become fully vested as of the employment termination date. If the Participant’s employment with the
Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than Retirement, death or Disability and prior to the next Vesting Date, the Participant shall forfeit all rights to and interests in the
unvested RSUs. 
 5. Voting. The Participant will not have any rights of a shareholder of the Company with respect to
RSUs until delivery of the underlying Shares. 
 6. Dividend Equivalents. Unless the Committee determines otherwise, in
the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend
amount shall be in the form of an additional number of RSUs (which may include fractional RSUs) based on the Fair Market Value of a Share on the dividend payment date. The additional RSUs credited in connection with a dividend will be subject to the
same restrictions as the RSUs in respect of which the dividend was paid. 
 7. Transfer Restrictions. The RSUs are
non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the RSUs shall immediately
be forfeited. 
 8. Withholding Taxes. 
 (a) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or
all income tax, social 

  

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insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related
Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or
the Employer. The Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU grant, including the grant, vesting or settlement of the RSU,
the subsequent sale of Shares acquired and the receipt of any divident equivalents or dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate the
Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Award Date and the date of any relevant taxable event, the
Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. 
 (b) Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to issue and deliver the Shares that the Participant shall pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or
their respective agents, at their discretion, to withhold all applicable Tax-Related Items by one or a combination of the following: (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the
Company and/or the Employer, (2) from proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), or
(3) withholding from Shares to be issued upon vesting of the RSU. 
 (c) To avoid negative accounting treatment, the
Company may withhold or account for Tax-Related items (including withholding pursuant to 

  

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applicable tax equalization policies of the Company or its Affiliates) 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 Participant is deemed to have been issued the full number of Shares subject to the vested RSU, 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 Participant’s participation in the Plan. 
 (d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may
be required to withhold as a result of the Participant’s participation in the Plan that cannot be 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
Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section. 
 9. Change in Control. If there is a Change in Control of the Company, any unvested RSUs shall become fully vested as of the date of the Change in Control provided the Participant remains in the
continuous employ of the Company or its Affiliates from the Award Date until the date of the Change in Control (such accelerated vesting date, also being referred to herein as a Vesting Date). 
 10. Delivery of Shares. Until the Company determines otherwise, delivery of Shares on each applicable Vesting Date will be
administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company. 
 11. Change in Capital Structure. The terms of this Award, including the number of RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company
effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization. 
 12. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the
form provided by the Company to the Participant. 
  

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 13. Entire Agreement. The Plan is incorporated herein by reference and a copy of
the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the
Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall
be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. 
 14. No
Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the
Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Further, the
future value of the underlying Shares is unknown and cannot be predicted with certainty. Participation in the Plan with respect to this award shall not entitle the Participant to participate with respect to any other award in the future, or benefits
in lieu of RSUs, even if RSUs have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be
taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonuses, long-service awards, retirement, pension, welfare benefits, or any other employee benefits. In no event
should the Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of 

  

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the Company, nor are RSUs and the Shares subject to the RSUs intended to replace any pension rights or compensation. All decisions with respect to future
RSUs, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the RSU grant will not be interpreted to form an employment contract or relationship with the Company, the Employer or
any Affiliate of the Company. In consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Participant’s employment by the Company or the
Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim. In the event of involuntary termination
of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive RSUs and vest in RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer
actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive
discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s RSU grant. 
 15. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor,
administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 
 16. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in
this Award by and 

  

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among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the
Participant’s participation in the Plan. 
 The Participant understands that the Company, the Employer,
and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor,
for the purpose of implementing, administering and managing the Plan (“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that
these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the
Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other
third party with whom the Participant may elect to deposit any Shares acquired under the RSU. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in
the Plan. The Participant understands that the Participant 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 the Participant’s local human resources representative. The Participant understands, however, that 
  

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refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on
the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative. 
 17. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any
term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 
 18. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of
underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan. 
 19. Language. If the Participant receives this Award or any other document related to the Plan translated into a language other
than English and if the meaning of the translated version is different than the English version, the English version will control. 
 20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 
 21. Appendix. Notwithstanding any provisions in this Award, the RSU shall be subject to any special terms and conditions set forth
in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent
the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award. 
  

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 22. Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
 23. Governing Law. 
 (a) The laws of the State of New Jersey, including tort claims, (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Award, including, without
limitation, its validity, interpretation, construction, performance, and enforcement. 
 (b) Any party bringing a legal action
or proceeding against any other party arising out of or relating to this Award may bring the legal action or proceeding in the United States District Court for Essex County, New Jersey and any of the courts of the state of New Jersey.

 (c) Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection
which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey sitting in Newark, or the United States District Court for Essex
County, New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in
an inconvenient forum. 
 (d) Each of the Company and the Participant submits to the exclusive jurisdiction (both
personal and subject matter) of (a) the United States District Court for Essex County, New Jersey and its appellate courts, and (b) any court of the State of New Jersey sitting in the City of Newark and its appellate courts, for the
purposes of all legal actions and proceedings arising out of or relating to this Award. 
  

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 IN WITNESS WHEREOF, this Restricted Stock Unit Award has been duly executed as of the date first written
above. 
  

			
	THE DUN & BRADSTREET CORPORATION
		
	By:	 	  

	[Name]	 	
	[Title]	 	


  

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 APPENDIX 
 THE DUN & BRADSTREET CORPORATION 
 2009 STOCK INCENTIVE PLAN 
 INTERNATIONAL RESTRICTED STOCK UNIT AWARD 
 This
Appendix includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Award and the Plan. 
 This Appendix also includes information regarding exchange controls and certain other
issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2009.
Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s
participation in the Plan because the information may be out of date at the time the Participant vests in the RSUs or sell Shares acquired under the Plan. 
 In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the
Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. 
 Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, the information contained herein may not be applicable to the Participant. 

 BELGIUM 
 Termination of Employment
On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award: 
 If the Participant’s active employment with the
Company and its Affiliates terminates on or after the one year anniversary of the Award Date due to death, Disability (as defined in the Plan) or retirement (meaning the employee meets the definition of “Retirement” set forth in the Plan
and is eligible for and will receive pension benefits directly following the termination date of his or her employment contract)), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also
being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the Award Date for any reason other than death, Disability or retirement
(as defined in the preceding sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs. 
  


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 Notifications 
 Tax Reporting Notification. The Participant is required to report any brokerage or bank accounts opened and maintained outside Belgium on his or her annual tax returns. 
 CHINA 
 Terms and Conditions 
 Immediate Sale Restriction. For Chinese national employees subject to exchange control laws, all Shares acquired at vesting of the RSUs will be immediately sold on
the Participant’s behalf and at the Participant’s authorization. The Participant will receive the sale proceeds less any Tax-Related Items and broker’s fees or commissions. The Participant will not be entitled to hold any Shares.

 Notifications 
 Exchange Control Information.
The Participant understands and agrees that, due to exchange control laws in China, the Participant will be required to immediately repatriate to China the cash proceeds from the sale of any Shares acquired at vesting of the RSUs. The
Participant further understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company or Affiliate of the Company, and the Participant hereby
consents and agrees that the proceeds from the sale of Shares acquired under the Plan may be transferred to such special account prior to being delivered to the Participant. The Participant further agrees to comply with any other requirements that
may be imposed by the Company in the future in order to facilitate compliance with exchange controls in China. 
 FRANCE 
 Notifications 
 Exchange Control Information. The
Participant must comply with the exchange control regulations in France. The Participant may hold stock outside France, provided the Participant declares any bank or stock account opened, held or closed abroad to the French tax authorities on an
annual basis. Furthermore, the Participant must declare to the customs and excise authorities any cash or securities the Participant imports or exports without the use of a financial institution when the value of the cash or securities exceeds
€7,600 outside of the European Union. 
 HONG KONG 
 Terms and Conditions 
 Warning: The RSUs and Shares issued at vesting do not constitute a public offering of
securities under Hong Kong law and are available only to employees of the Company and its Affiliates. 
  

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 The Award, including this Appendix, the Plan and other incidental communication materials have not been prepared in
accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong.
The RSUs are intended only for the personal use of each eligible employee of the Employer, the Company Affiliate and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Award, including
this Appendix, or the Plan, the Participant should obtain independent professional advice. 
 Vesting. This provision supplements Section 2
of the Award. 
 In the event the Participant’s RSUs vest and Shares are issued to the Participant within six months of the Award Date, the Participant
agrees that he or she will not dispose of any Shares acquired prior to the six-month anniversary of the grant date. 
 Notifications

 Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the
Occupational Retirement Schemes Ordinance. 
 ITALY 
 Terms and Conditions 
 Data Privacy Consent. This provision replaces Section 16 of the Award:

 The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of the
Participant’s personal data as described in this section of this Appendix by and among, as applicable, the Employer, the Company and its Affiliate for the exclusive purpose of implementing, administering, and managing the Participant’s
participation in the Plan. 
 The Participant understands that the Employer, the Company and any Affiliate may hold certain personal
information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or
directorships held in the Company or Affiliate, details of all RSUs, or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing,
managing and administering the Plan (“Data”). 
 The Participant also understands that providing the Company with Data is necessary
for the performance of the Plan and that the Participant’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan.
The Controller of personal data processing is The Dun & Bradstreet Corporation with registered offices at 103 JFK Parkway, Short Hills, New Jersey, 07078, United States of America, and, pursuant to Legislative Decree no. 196/2003, its
representative in Italy is D&B Italy SrL, Dun & Bradstreet SrL, and D&B Services SrL, with registered offices at Via dei Valtorta, 48, 20127 Milano, Italy. 
  

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 The Participant understands that Data will not be publicized, but it may be transferred to banks, other financial
institutions, or brokers involved in the management and administration of the Plan. The Participant understands that Data may also be transferred to the independent registered public accounting firm engaged by the Company. The Participant further
understands that the Company and/or any Affiliate will transfer Data among themselves as necessary for the purpose of implementing, administering and managing the Participant’s participation in the Plan, and that the Company or Affiliate may
each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom the Participant may elect to
deposit any Shares acquired at vesting of the RSUs. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation
in the Plan. The Participant understands that these recipients may be located in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal
obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan. 
 The Participant understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously
when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

 The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of
the Plan. The Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, the Participant has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the
Data processing. 
 Furthermore, the Participant is aware that Data will not be used for direct-marketing purposes. In addition, Data provided
can be reviewed and questions or complaints can be addressed by contacting the Participant’s local human resources representative. 
 Terms
of Grant. By accepting the RSUs, the Participant acknowledges that (1) the Participant has received a copy of the Plan, the Award and this Appendix; (2) the Participant has reviewed those documents in their entirety and fully
understands the contents thereof; and (3) the Participant accepts all provisions of the Plan, the Award and this Appendix. The Participant further acknowledges that the Participant has read and specifically and expressly approves, without
limitation, the following sections of the Agreement: Section 8 “Withholding Taxes”; Section 14 “No Rights to Continued Employment”; Section 16 “Data Privacy” as replaced by the above consent;
Section 19 “Language”; and Section 23 “Governing Law.” 
  

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 Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the
Award: 
 If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the Award Date
due to death, Disability (as defined in the Plan) or retirement (meaning the employee meets the definition of “Retirement” set forth in the Plan, qualifies for “assicurazione generale obbligatoria per la vecchiaia”
following the termination date of his or her employment contract, and has provided a copy of the “pensionamento” (or application for retirement starting from the termination date if retirement has not yet been granted)), any
unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates
terminates on or after the one year anniversary of the Award Date for any reason other than death, Disability or retirement (as defined in the following sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to
and interests in the unvested RSUs. 
 Notifications 
 Exchange Control Information. Exchange control reporting is required if the Participant transfers cash or Shares to or from Italy in excess of €10,000 or the equivalent amount in U.S. dollars. If the payment is made through an
authorized broker resident in Italy, the broker will comply with the reporting obligation. In addition, the Participant will have exchange control reporting obligations if the Participant has any foreign investment (including Shares) held outside
Italy in excess of €10,000. The reporting must be done on the Participant’s individual tax return. 
 JAPAN 
 There are no country-specific provisions. 
 SINGAPORE 

 Terms and Conditions 
 Securities Law
Information. The grant of RSUs are being made in reliance of section 273(1)(f) of the Securities and Futures Act (Cap. 289) (“SFA”) for which it is exempt from the prospectus and registration requirements under the SFA.

 Notifications 
 Director Notification
Requirement. Directors of a Singaporean Subsidiary and/or Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g.,
unvested RSUs, Shares, etc.) in the Company or any Affiliate within two (2) days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or
(iii) becoming a director. 
  

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 UNITED ARAB EMIRATES 
 There are no country-specific provisions. 
 UNITED KINGDOM 
 Terms and Conditions 
 Withholding Taxes. This provision
supplements Section 8 of the Award: 
 The Participant agrees that if the Participant does not pay or the Employer or the Company does not withhold from
the Participant the full amount of Tax-Related Items that the Participant owes due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the
“Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall
constitute a loan owed by the Participant to the Employer, effective 90 days after the Taxable Event. The Participant agrees that the loan will bear interest at the Her Majesty’s Revenue and Customs’ official rate and will be immediately
due and repayable by the Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in Shares issued
upon vesting and settlement of the RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from the Participant. The Participant also authorizes the Company to delay the issuance of any Shares to the Participant
unless and until the loan is repaid in full. 
 Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning
of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and Tax-Related Items are not
collected from or paid by the Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be
payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 8 of the Award. 

RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, RSUs granted to the Participant in the United
Kingdom do not provide any right for the Participant to receive a cash payment; the RSUs are payable in Shares only. 
  

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 Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the
Award: 
 If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the Award Date
due to death or Disability (as defined in the Plan), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active
employment with the Company and its Affiliates terminates on or after the one year anniversary of the Award Date for any reason other than death or Disability and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and
interests in the unvested RSUs. 
  

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