exv10w3xdy



 









Exhibit 10.3D




ALTIRIS, INC. 2002 STOCK PLAN




RESTRICTED STOCK UNIT AGREEMENT




The grantee named below (“Grantee”) has been granted restricted stock units (“RSUs”), which are the
right to acquire common stock (the “Common Stock”) of Altiris, Inc. (the “Company”) at the time of
vesting provided certain conditions are met. RSUs are subject to the terms and conditions set
forth in this Restricted Stock Unit Agreement and Exhibit A hereto. Unless otherwise defined
herein, the terms defined in the 2002 Stock Plan (the “Plan”) shall have the same defined meanings
in this Restricted Stock Unit Agreement. The following is a summary of the terms of the grant:



	 	 	 
	Name of Grantee

	 	«Employee_Name»
	 
	 	 
	Date of Grant

	 	«Vesting_Start1»
	 
	 	 
	Total Number of Shares Subject

To This RSU Grant

	 	«RSUs_»
	 
	 	 
	Vesting Commencement Date

	 	«Vesting_Start1»






WHEREAS the Grantee is a Service Provider, and the Grantee’s continued service is considered by the
Company to be important for the Company’s (or its Subsidiary’s) continued growth; and



WHEREAS in order to give the Grantee an opportunity to acquire an equity interest in the Company as
an incentive for the Grantee to participate in the affairs of the Company (or its Subsidiary), the
Administrator granted on the date of grant set forth above (the “Grant Date”) to the Grantee RSUs
subject to the terms and conditions of the Plan, which are incorporated herein by reference, and
pursuant to this Restricted Stock Unit agreement which includes Exhibit A hereto (the “Agreement”).



THEREFORE, the parties agree as follows:




	1)	 	Grant. The Company hereby agrees to issue to the Grantee Shares at the time of
vesting of the RSU award provided the vesting requirements, described below are met.
	 
	2)	 	Issuance of Shares at Vesting. 1/3 of the shares issuable pursuant to this
Agreement shall vest on each anniversary of the Vesting Commencement Date (as set forth
herein), provided that the Purchaser continues to be a Service Provider through such vesting
dates.





Grantee will vest in the RSUs on the vesting dates listed above provided Grantee is a Service
Provider from the time of the grant through the relevant vesting date. Upon vesting, Shares will
be issued to Grantee subject to the limitations set forth in the Plan and this section. No Shares
shall be issued upon vesting of the RSUs unless such issuance complies with all relevant provisions
of U.S. and applicable foreign law and the requirements of any stock exchange upon which the Shares
are then listed. The Grantee understands that his or her participation in the Plan is conditioned
on the Company obtaining all necessary orders, decisions, rulings and approvals from the relevant
governmental regulatory authorities. In addition, the Company reserves the right, in its sole
discretion, to require the Grantee to immediately sell all Shares that the Grantee is entitled to
upon vesting if the issuance of Shares would not comply with local Applicable Law.




	3)	 	Termination of Employment. If Grantee ceases to be a Service Provider at any time
prior to any of the vesting dates set forth above, he or she will forfeit all unvested RSUs as
of the date of termination. For this purpose, the date of termination of employment or
service will be measured from the last day of active employment or service and will not be
extended by any notice of termination period required under local law.
	 
	4)	 	Shareholder Rights. The RSUs are mere bookkeeping entries. They represent an
unfunded and unsecured promise to issue Shares to the Grantee upon vesting if the vesting
requirements are met. The award of RSUs




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	 	 	does not entitle the Grantee to any rights as a stockholder (e.g., no voting or dividend
rights). However, if the vesting requirements are met and the Grantee is issued Shares,
then the Grantee will have all rights as a stockholder associated with ownership of Shares
when the Shares are issued.
	 
	5)	 	Adjustment for Stock Split. All references to the number of Shares in this Agreement
shall be appropriately adjusted to reflect any stock split, stock dividend or other change in
the Shares which may be made by the Company after the date of this Agreement.
	 
	6)	 	Tax Consequences. Grantee represents that he or she has reviewed with Grantee’s own
tax advisors the federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Grantee represents that it is relying solely on
such advisors and not on any statements or representations of the Company or any of its
agents. Grantee understands that Grantee (and not the Company or any Subsidiary) shall be
responsible for Grantee’s own tax liability that may arise as a result of this investment or
the transactions contemplated by this Agreement as set forth is Section 14 of the Plan.
	 
	7)	 	Responsibility for Taxes. Regardless of any action the Company or Grantee’s employer
(the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (“Tax-Related Items”), Grantee
acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her
is and remains Grantee’s responsibility and that 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 RSUs grant, including the grant, vesting, the subsequent sale of Shares
acquired pursuant to vesting and the receipt of any dividends or dividend equivalents (if
any); and (2) do not commit to structure the terms of the grant or any aspect of the RSU to
reduce or eliminate Grantee’s liability for Tax-Related Items. Prior to vesting of the RSU,
Grantee shall pay or make adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all withholding and payment on account obligations of the Company and/or
the Employer. In this regard, Grantee authorizes the Company and/or the Employer to withhold
all applicable Tax-Related Items legally payable by Grantee from Grantee’s wages or other cash
compensation paid to him or her by the Company and/or the Employer or from proceeds of the
sale of the Shares. Alternatively, or in addition, if permissible under local law, the
Company may (1) sell or arrange for the sale of Shares that Grantee acquires to meet the
withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that the
Company only withholds the amount of Shares necessary to satisfy the minimum withholding
amount. Finally, Grantee 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 Grantee’s
participation in the Plan or Grantee’s purchase of Shares that cannot be satisfied by the
means previously described. Company may refuse to deliver the Shares if Grantee fails to
comply with his or her obligations in connection with the Tax-Related Items as described in
this section.
	 
	8)	 	Nature of Grant. In accepting the grant, Grantee acknowledges that: (i) the Plan is
established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, unless otherwise provided in the
Plan and this Agreement; (ii) the grant of the RSU is voluntary and occasional and does not
create any contractual or other right to receive future grants of RSUs, or benefits in lieu of
RSUs, even if RSUs have been granted repeatedly in the past; (iii) all decisions with respect
to future RSU grants, if any, will be at the sole discretion of the Company; (iv) Grantee’s
participation in the Plan shall not create a right to further employment or service or service
with the Employer and shall not interfere with the ability of the Employer to terminate
Grantee’s employment or service relationship at any time with or without cause; (v) Grantee is
voluntarily participating in the Plan; (vi) the RSU is an extraordinary item that does not
constitute compensation of any kind for services of any kind rendered to the Company or the
Employer, and which is outside the scope of his or her employment or service contract, if any;
(vii) the RSUs are not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments; (viii) in the event that Grantee is not an employee of the
Company, the RSU grant will not be interpreted to form an employment or service contract or
relationship with the Company; and furthermore, the RSU grant will not be interpreted to form
an employment or service contract




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	 	 	with the Employer or any Subsidiary or affiliate of the
Company; (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (x) if the value of Shares
acquired upon vesting may increase or decrease in value; and no claim or entitlement to
compensation or damages arises from termination of RSUs, and no claim or entitlement to
compensation or damages shall arise from any diminution in value of the RSUs or Shares
received upon vesting of RSUs resulting from termination of Grantee’s employment or service
by the Company or Grantee’s actual Employer (for any reason whatsoever and whether or not in
breach of local labor laws) and Grantee irrevocably releases the Company and the Grantee’s
actual 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 signing
this RSUs Agreement, Grantee shall be deemed irrevocably to have waived his or her
entitlement to pursue such claim; and (xi) in the event of involuntary termination of
Grantee’s employment or service (whether or not in breach of local labor laws), Grantee’s
right to receive RSUs and vest under the Plan, if any, will terminate effective as of the
date that Grantee is no longer actively employed and will not be extended by any notice
period mandated under local law (e.g., active employment or service would not include a
period of “garden leave” or similar period pursuant to local law); furthermore, in the event
of involuntary termination of employment or service (whether or not in breach of local labor
laws), Grantee’s right to receive Shares pursuant to the RSUs after termination of
employment or service, if any, will be measured by the date of termination of Grantee’s
active employment or service and will not be extended by any notice period mandated under
local law; the Administrator shall have the exclusive discretion to determine when Grantee
is no longer actively employed for purposes of the RSUs award.
	 
	9)	 	Data Privacy. Grantee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Grantee’s personal data as
described in this document by and among, as applicable, the Employer, and the Company and its
Subsidiaries for the exclusive purpose of implementing, administering and managing Grantee’s
participation in the Plan. Grantee understands that the Company and the Employer hold certain
personal information about him or her, including, but not limited to, Grantee’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,
details of all RSUs or any other entitlement to Shares awarded, canceled, vested, unvested or
outstanding in Grantee’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”). Grantee 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 Grantee’s country or elsewhere (including outside of the European
Union), and that the recipient’s country may have different data privacy laws and protections
than Grantee’s country. Grantee understands that he or she may request a list with the names
and addresses of any potential recipients of the Data by contacting his or her local human
resources representative. Grantee 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 Grantee’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 Grantee
may elect to deposit any Shares acquired upon vesting of the RSU. Grantee understands that
Data will be held only as long as is necessary to implement, administer and manage Grantee’s
participation in the Plan. Grantee 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 his or her local human resources representative. Grantee understands,
however, that refusing or withdrawing his or her consent may affect his or her ability to
participate in the Plan. For more information on the consequences of Grantee’s refusal to
consent or withdrawal of consent, Grantee understands that he or she may contact his or her
local human resources representative.
	 
	10)	 	General Provisions.






	 	a)	 	This Agreement shall be governed by the laws of the State of Utah. This
Agreement, subject to the terms and conditions of the Plan represents the entire
agreement between the parties with respect to the grant of RSUs to the Grantee. In the
event of a conflict between the terms and conditions of the Plan and this Agreement,
the terms and conditions of the Plan shall prevail.




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	 	b)	 	Any notice, demand or request required or permitted to be given by either the
Company or the Grantee pursuant to the terms of this Agreement shall be in writing and
shall be deemed given when delivered personally or deposited in the U.S. mail, First
Class with postage prepaid or deposited with generally recognized international
delivery providers (e.g., DHL), and addressed to the parties at the addresses of the
parties set forth at the end of this Agreement or such other address as a party may
request by notifying the other in writing.
	 
	 	c)	 	The rights and benefits of the Company under this Agreement shall be
transferable to any one or more persons or entities, and all covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. The rights and obligations of the Grantee under this Agreement may only
be assigned with the prior written consent of the Company.
	 
	 	d)	 	Either party’s failure to enforce any provision or provisions of this Agreement
shall not in any way be construed as a waiver of any such provision or provisions, nor
prevent that party from thereafter enforcing each and every other provision of this
Agreement. The rights granted both parties herein are cumulative and shall not
constitute a waiver of either party’s right to assert all other legal remedies
available to it under the circumstances.
	 
	 	e)	 	Grantee agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Agreement.
	 
	 	f)	 	GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUS IS EARNED ONLY BY
CONTINUING SERVICE A SERVICE PROVIDER AT THE WILL OF THE EMPLOYER (NOT THROUGH THE ACT
OF BEING HIRED OR PURCHASING SHARES HEREUNDER). GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH GRANTEE’S RIGHT OR THE EMPLOYER’S RIGHT TO TERMINATE GRANTEE’S
SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
	 
	 	g)	 	If Grantee has received this or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will control. For purposes of
litigating any dispute that arises directly or indirectly from the relationship of the
parties evidenced by this grant or the Agreement, the parties hereby submit to and
consent to the exclusive jurisdiction of the State of Utah and agree that such
litigation shall be conducted only in the courts of Utah, Fourth District, or the
federal courts for the United States for the 10th Circuit, and no other
courts, where this grant is made and/or to be performed.
	 
	 	h)	 	The Company may, in its sole discretion, decide to deliver any documents
related to the RSUs granted under and participation in the Plan or future RSUs that may
be granted under the Plan by electronic means or to request Grantee’s consent to
participate in the Plan by electronic means. Grantee hereby consents to receive such
documents by electronic delivery and, if requested, agrees to participate in the Plan
through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company.
	 
	 	i)	 	The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions shall nevertheless be binding and enforceable.




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By Grantee’s signature below, Grantee represents he or she is familiar with the terms and
provisions of the Plan and this Agreement (including Exhibit A hereto) and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Grantee has reviewed the Plan and
this Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Agreement and fully understands all provisions of this
Agreement. Grantee agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan or this Agreement.
Grantee further agrees to notify the Company upon any change in the residence.



	 	 	 
	GRANTEE:

	 	ALTIRIS, INC.
	 
	 	 
	 
	 	 
	 

	 	 
	[employee’s name]

	 	Stephen C. Erickson, VP and CFO






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EXHIBIT A

TO THE

ALTIRIS, INC.

RESTRICTED STOCK UNIT AGREEMENT




This Exhibit A includes additional terms and conditions of the grant of the RSU awards that
will apply to employees in the countries listed below. Please note that the exchange control
information provided below is current as of April 2006. However, exchange controls are subject to
change and Grantees should consult their personal advisors with respect to the applicable exchange
controls (if any) which may apply to the acquisition and/or sale of Shares. Capitalized terms used
but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.



Argentina

This offer is private and not subject to the supervision of any Argentine governmental authority.



If Grantee is located outside of Buenos Aires, a stamp tax may apply upon execution of Plan
documents (e.g., the Agreement). The tax is paid upon execution of the documents and both the rate
and the term for payment will depend on the particular province.



Any benefits awarded under the Plan accrue no more frequently than on an annual basis.



Australia

Grantee’s Restricted Stock Units are granted pursuant to the Australian Addendum which is an
addendum to the Plan. Grantee’s Restricted Stock Units are subject to the terms and conditions as
stated in the Australian Addendum, the Plan and this Agreement.



Belgium

No special provisions.



Brazil

If Grantee is a resident of Brazil, Grantee will be required to prepare and submit to the Central
Bank of Brazil an annual declaration of the assets Grantee hold outside of Brazil, including: (i)
bank deposits; (ii) loans; (iii) financing transactions; (iv) leases; (v) direct investments; (vi)
portfolio investments, including Shares of the Company acquired under the Plan; (vii) financial
derivatives investments; and (viii) other investments, including real estate and other assets.
Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for
purposes of this reporting requirement and must declare at least the assets held abroad that were
acquired subsequent to the date of admittance as a resident of Brazil. Individuals holding assets
valued at less than US$100,000 are not required to submit a declaration.



By accepting this RSU award, Grantee acknowledges that Grantee agrees to comply with applicable
Brazilian laws and pay any and all applicable taxes associated with the vesting of the RSU award,
the sale of Shares obtained pursuant to the RSU award, and the receipt of any dividends and
dividend equivalents (if any).



Canada

If employees are resident in Quebec, the following consent is required to be given:
The parties acknowledge that it is their express wish that the Agreement, as well as all documents,
notices and legal proceeds entered into, given or instituted pursuant hereto or relating directly
or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de
tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou
indirectement, relativement à ou suite à la présente convention.



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Colombia

Grantee may be required to register any foreign investments Grantee hold abroad, including Shares
of the Company, with the Bank of the Republic if the value of such foreign investments exceeds
US$500,000.



Pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not
constitute a component of “salary” for any legal purpose.



Estonia

No special provisions.



France

The RSU grants are not French tax-qualified.



Grantee may hold Shares obtained under the Plan outside of France provided that Grantee declares
all foreign accounts, whether open, current, or closed, in Grantee’s income tax return.



Germany

No special provisions.



India 

The RSUs are not Indian tax-qualified.



When Grantee sells Shares obtained under the Plan, Grantee must repatriate the proceeds from the
sale to India within a reasonable period of time (i.e., within two weeks). Grantee must obtain
evidence of the repatriation of funds in the form of a foreign inward remittance certificate from
the bank where the funds are deposited. A copy of this certificate must be provided to Grantee’s
Employer.



By accepting this RSU award, Grantee acknowledges that Grantee understands and agrees that Grantee
is accepting this RSU award voluntarily and a RSU granted under the Plan does not constitute a
customary right or privilege.



Japan

No special provisions.



Mexico

By accepting this RSU award, Grantee acknowledge that Grantee understands and agrees that: (i) the
RSU award is not related to the salary and other contractual benefits granted to Grantee by
Grantee’s Employer; (ii) any modification of the Plan or its termination shall not constitute a
change or impairment of the terms and conditions of Grantee’s employment; and (iii) the fair market
value of the Shares at vesting is a fringe benefit for tax purposes provided to Grantee on behalf
of Grantee’s Employer.



Policy Statement

La invitación que the Company hace en relación con el Plan es unilateral y discrecional, por lo
tanto, the Company se reserva el derecho absoluto para modificar o terminar el mismo, sin ninguna
responsabilidad para usted. Esta invitación y, en su caso, la adquisición de acciones, de ninguna
manera establecen relación laboral alguna entre usted y the Company. Tampoco establece derecho
alguno entre usted y su empleador.



English Translation

The invitation the Company is making under the Plan is unilateral and discretionary and, therefore,
the Company reserves the absolute right to amend it and discontinue it at any time without any
liability to Grantee. This invitation and, in Grantee’s case, the acquisition of Shares does not,
in any way, establish a labor relationship between Grantee and the Company and it does not
establish any rights between Grantee and Grantee’s Employer.



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Netherlands

The RSU award is being granted to Grantee as an incentive for Grantee to remain employed with
Grantee’s current Employer and is not remuneration for services rendered.



New Zealand

No special provisions.



Puerto Rico

No special provisions.



Singapore

The offer is being made on a private basis and is, therefore, exempt from registration in
Singapore.



If Grantee is a director, associate director or shadow director of a Singaporean affiliate of the
Company, Grantee is subject to certain notification requirements under the Singaporean Companies
Act. Among these requirements is an obligation to notify the Singaporean affiliate in writing when
Grantee receives an interest (e.g., Shares) in the Company or any related companies. In addition,
Grantee must notify the Singaporean affiliate when Grantee sells Shares of the Company or any
related company (including when Grantee sells Shares acquired at vesting of the RSUs). These
notifications must be made within two days of acquiring or disposing of any interest in the Company
or any related company. In addition, a notification must be made of Grantee’s interests in the
Company or any related company within two days of becoming a director.



Spain

The acquisition of Shares of the Company must be declared for statistical purposes to the Spanish
Dirección General de Política Comercial e Inversiones Exteriores (the “DGPCIE”), the Bureau for
Commercial Policy and Foreign Investments, which is a department of the Ministry of the Economy.
If Grantee acquires the Shares through the use of a Spanish financial institution, that institution
will automatically make the declaration to the DGPCIE for Grantee. Otherwise, Grantee must make
the declaration his or herself by filing a form with the DGPCIE.



When receiving foreign currency payments derived from the ownership of the Company Shares (i.e.,
dividends), Grantee must inform the financial institution receiving the payment, the basis upon
which such payment is made. Grantee will need to provide the institution with the following
information: (i) Grantee’s name, address, and fiscal identification number; (ii) the name and
corporate domicile of the Company; (iii) the amount of the payment; the currency used; (iv) the
country of origin; (v) the reasons for the payment; and (vi) further information that may be
required.



If Grantee acquires Shares under the Plan and wishes to import the ownership title of such Shares
(i.e., share certificates) into Spain, Grantee must declare the importation of such securities to
the DGPCIE.



By accepting this RSU award, Grantee acknowledges that Grantee understands and agrees that Grantee
consents to participation in the Plan and that Grantee has received a copy of the Plan.



Grantee understands that the Company has unilaterally, gratuitously and discretionally decided to
distribute RSU awards under the Plan to individuals who may be employees of the Company or its
subsidiaries or affiliates throughout the world. The decision is a limited decision that is
entered into upon the express assumption and condition that any grant will not economically or
otherwise bind the Company or any of its subsidiaries or affiliates on an ongoing basis.
Consequently, Grantee understands that any grant is given on the assumption and condition that it
shall not become a part of any employment contract (either with the Company or any of its
subsidiaries or affiliates) and shall not be considered a mandatory benefit, salary for any
purposes (including severance compensation) or any other right whatsoever. Further, Grantee
understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise
from any gratuitous and discretionary grant since the future value of the RSU awards and Shares is
unknown and unpredictable. In addition, Grantee understands that this grant would not be made to
Grantee but for the assumptions and conditions referred to above; thus, Grantee acknowledges and
freely accepts that should any or all of the assumptions be mistaken or should any of the
conditions not be met for any reason, then any grant RSU awards shall be null and void.



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Sweden

No special provisions.



United Kingdom

The grant of RSUs shall be null and void and of no effect, without any liability to the Company and
the Employer, if Grantee is not both resident and ordinarily resident in the UK on the Grant Date.



RSUs may only be settled on vesting in Shares, and not cash.



By signing the Agreement, Grantee agrees that any withholding, deduction or payment on account of
any income tax and National Insurance Contributions (“NICs”) will occur within 90 days after the
transfer of shares to Grantee upon vesting of the RSUs (the “Due Date”). If tax and NICs
withholding is not collected from or paid by Grantee by the Due Date, the amount of any uncollected
tax and NICs shall constitute a loan owed by Grantee to Grantee’s Employer, effective on the Due
Date. Grantee agree that the loan shall bear interest at HM Revenue and Customs’ Official Rate,
will be immediately due and payable, and the Company or the Employer may recover it at any time
thereafter by any of the means referred to in paragraph 7 of the Agreement. The withholding and
collection provisions contained in paragraph 7 apply equally to any NICs payable by Grantee in
respect of the RSUs.



Further to paragraph 7 of the Agreement, the Grantee may pay to the Company or the Employer the
amount of any Tax-Related Items and the Company may only withhold in Shares to the extent that the
Grantee has not already paid an amount sufficient to cover the Tax-Related Items.



The grant of RSUs is subject to execution and delivery by Grantee of a joint election form, which
will be provided to Grantee by the Company or the Employer, under which Grantee agrees to bear as
Grantee’s primary responsibility all of the secondary Class 1 NICs arising in respect of the
vesting of Grantee’s RSUs. Grantee also agrees to execute any such further joint election forms as
may be required between Grantee and any successor to the Company and/or the Employer. If Grantee
does not execute and deliver a joint election form to the Company or the Employer prior to the
first vesting of Grantee’s RSUs, the grant shall be null and void without any liability to the
Company and the Employer.



Directors of any UK Subsidiary and their immediate family members are required to disclose any
interest they hold in the stock of their employer company or its parent or subsidiary companies, or
in rights to acquire such stock, before the expiration of five days from the date of receiving
notice of the grant. The director must notify the UK Subsidiary in writing of the interest and the
number and class of stock or rights to which the interest relates. The director must also notify
the subsidiary when purchasing or selling Shares.




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