Exhibit








INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan, As Amended and Restated
Restricted Stock Unit Award Agreement for Directors
This Restricted Stock Unit Award Agreement for Directors, including the General Terms  and  Conditions  for  Non-U.S.  Participants  attached  hereto  as Appendix A  and any Country-Specific  Terms  and  Conditions  for  the  Participant’s  country  attached  hereto as Appendix B  (collectively,  this “Agreement”) is made by and between INC Research Holdings, Inc., a Delaware corporation (the “Company”), and XXXX. (the “Participant”), effective as of XXXX (the “Date of Grant”). 
RECITALS
WHEREAS, the Company has adopted the INC Research Holdings, Inc. 2014 Equity Incentive Plan, as Amended and Restated (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made  a  part of  this  Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those terms in the Plan; and
WHEREAS,  the  Committee has authorized and approved the grant of an Award to the Participant of Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this Agreement.  
NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:
		
	1.
	Grant of Restricted  Stock Units.  The  Company has  granted to the Participant, effective as of  the Date of Grant, XXXX Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in the Plan (the “RSUs”).  


		
	2.
	Vesting of  RSUs.  Subject  to the terms and conditions set forth in the Plan and this Agreement, the RSUs will vest as follows:


		
	(a)
	General.  Except  as  otherwise  provided  in  Sections  2(b) and 4, 100% of the Shares subject to the RSUs will vest on the first anniversary of the Date of Grant, or, if earlier, the date of the next subsequent annual meeting following the Date of Grant but only to the extent the Participant is not re-elected as a Non-Employee Director  at  such  annual  meeting,  in  each  case, subject  to the Participant’s continued Service through the applicable vesting date.  




Change in Control.  To the extent that (i) the RSUs are not converted, assumed, substituted or replaced by a successor or survivor corporation, or a parent or subsidiary  thereof  upon  the  occurrence of a Change in Control or (ii) the Participant’s Service is not continued by the successor or survivor corporation in connection with such Change in Control, the RSUs will become fully vested 


1











immediately prior the consummation of a Change in Control subject to the Participant’s continued Service through the date of such Change in Control. 
		
	3.
	Settlement of RSUs Upon Vesting.


		
	(a)
	Settlement in Stock.  RSUs vested as described in Section 2 above will be settled by  delivering  to  Participant a number of Shares equal to the number of vested RSUs on the date on which the RSUs vest, subject to the terms of this Agreement. 


		
	(b)
	Book-­Entry Registration of the Shares; Delivery of Shares.  As soon as practical after  the  applicable  vesting  date,  the  Company will, at its election, either: (i) issue  a  certificate  representing  the  Shares  payable pursuant to this Agreement; or (ii) not issue any certificate representing the Shares payable pursuant to this Agreement and instead document the Participant’s interest in the Shares by registering such Shares with the Company’s transfer agent (or another custodian selected  by  the  Company) in book­-entry form in the Participant’s name.  In any case, the Company may provide a reasonable delay in the issuance or delivery of the Shares to address any applicable Tax-­Related Items, withholding, and other administrative matters.  Neither the Company nor the Committee will be liable to the  Participant or any other Person for  damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.


		
	(c)
	Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.


		
	(d)
	Withholding Requirements.  The Participant  acknowledges  that  the Participant will consult with his or her personal tax advisor regarding the Tax-Related Items that arise in connection with this Agreement.  The Participant is relying solely on such advisor  and is  not relying in any part on any statement or representation of the Company or any of its agents.  The Company shall not be responsible for withholding  any Tax-Related Items, unless required by applicable law.  The Company  may  take such action as it deems appropriate to ensure that all Tax-Related Items, which are the Participant’s sole and absolute responsibility, are withheld  or  collected from  the  Participant,  if and to  the extent required by applicable law.  In this regard, the Company will have the power and the right to require the Participant to remit to the Company, the amount necessary to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement (collectively,  "Withheld  Taxes").    Notwithstanding   the   foregoing,  unless  otherwise  determined  by the Committee, any obligations to pay Withheld Taxes will be met by having the Company withhold a number of Shares from the total number of  Shares otherwise issuable to Participant pursuant to this Agreement having a Fair Market Value on the date the Withheld Taxes are to be determined equal  to  the minimum  statutory  total Withheld Taxes that could be imposed on the  transaction  as  determined by the Company; provided, however, that to the extent permitted by U.S. generally accepted accounting principles, the number of 




2











Shares  to  be withheld to satisfy Withheld Taxes may be determined by reference to rates of up to the maximum applicable withholding rate.  
		
	4.
	Forfeiture.  Any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service for any reason.  


		
	5.
	Adjustment to RSUs.  In the event of any change with respect to the outstanding shares of Common Stock contemplated by Section 4.5 of the Plan, the RSUs will be subject to the adjustment provisions of Section 4.5 of the Plan.


		
	6.
	Miscellaneous Provisions


		
	(a)
	Securities  Laws  Requirements  or Exchange Control Laws Requirements.  No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by federal and state securities and other securities or exchange control laws, rules and regulations and by any regulatory agencies  having  jurisdiction,  and by any exchanges upon which the Shares may be listed, have been fully met.  As a condition precedent to the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet those requirements.  The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable,  including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.  


		
	(b)
	Non­-Transferability.  The  RSUs  and the rights and privileges conferred thereby shall be  non-transferrable except as provided by Section 15.3 of the Plan.  Any shares of Common Stock delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission,  any  stock  exchange  upon  which  such  shares  are listed, any applicable  federal  or  state  laws  and  any  agreement  with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee  may cause orders or designations to be placed upon any certificate(s) or other  document(s) delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate reference to such restrictions.


		
	(c)
	No  Right  to Continued Service.  Nothing in this Agreement or the Plan confers upon the Participant any right to continue in Service for any period of specific duration.


		
	(d)
	Notification.   Any  notification  required by the terms of this Agreement will be given by the Participant (i) in a writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by  personal  delivery  or  by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the 




3











Company’s  General  Counsel  and will be deemed effective upon actual receipt.  Any notification required by the terms of this Agreement will be given by the Company (x)  in  a writing  addressed  to  the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by  registered  or certified mail, with postage and fees prepaid, or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.
		
	(e)
	Entire Agreement.  This Agreement and the Plan constitute the entire agreement between  the  parties  hereto with regard to the subject matter of this Agreement.  This Agreement and the Plan supersede any other agreements, representations or understandings  (whether  oral  or  written and whether  express or implied) that relate to the subject matter of this Agreement.


		
	(f)
	Waiver.  No  waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.


		
	(g)
	Successors  and  Assigns.  The  provisions of  this Agreement  will  inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees,  administrator,  permitted transferees, permitted assignees, beneficiaries,  and  legatee(s), as applicable, whether or not any such person will have become a party to this  Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.


		
	(h)
	Severability.  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, then the remaining provisions will nevertheless be  binding and enforceable.


		
	(i)
	Amendment.  Except  as  otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.


		
	(j)
	Choice of Law; Jurisdiction.  This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to  this Agreement  will  be  governed by the  internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that  might  otherwise  refer  construction or  interpretation of  this Agreement  to  the substantive  law of  another jurisdiction.  The Participant and each  party to this Agreement agrees that it will bring all claims, causes of action and  proceedings  (whether  in contract, in tort, at law or otherwise) that may be based  upon,  arise out of or be related to the Plan and this Agreement exclusively in  the  Delaware  Court of  Chancery or, in the event (but only in the event) that 




4











such  court  does  not have subject matter jurisdiction over such claim, cause of action  or  proceeding, exclusively  in  the  United  States District Court for the District of Delaware (the “Chosen Court”), and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such claim or cause of  action will  be  effective  if  notice is given in accordance  with this Agreement.
		
	(k)
	Appendices For Non-U.S. Participants.  Notwithstanding any provisions in this Restricted Stock Unit Award Agreement, if the Participant resides and/or provides services outside the United States, the Participant shall be subject to the General Terms  and  Conditions for Non-U.S. Participants attached hereto as Appendix A and to any Country-Specific Terms and Conditions for the Participant’s country attached hereto as Appendix B.  If the Participant relocates from the United States to another country, the  General  Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions will apply to the Participant,  to  the  extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.  Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, 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 for legal or administrative  reasons.  The General Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of this Restricted Stock Unit Award Agreement.


		
	(l)
	Signature  in  Counterparts.  This  Agreement  may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.


		
	(m)
	Acceptance.   The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the RSUs subject to all of the  terms  and  conditions  of  the  Plan  and this Agreement.  In the event of a conflict between any term or provision contained in this Agreement and a term or provision  of the Plan,  the applicable term  and provision of the Plan will govern and prevail.


[Signature page follows.]




5












IN  WITNESS  WHEREOF,  the Company  and  the  Participant  have  executed  this Restricted Stock Unit Award Agreement as of the date first written above. 


[NAME]                        INC RESEARCH HOLDINGS, INC.




By:                        
Signature                        Name: Alistair Macdonald                             Title:    Chief Executive Officer


 








APPENDIX A
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan, As Amended and Restated
Restricted Stock Unit Award Agreement for Directors


General Terms and Conditions for Non-U.S. Participants


Capitalized  terms  used but not otherwise defined herein shall have the meaning given to such terms in the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated and the Restricted Stock Unit Award Agreement for Directors.
		
	1.
	Responsibility for Taxes.  The following  provision supplements Section 3(d) of the Restricted  Stock  Unit Award Agreement for Directors.


The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.  The Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the  treatment  of any Tax-Related  Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs and the subsequent sale of Shares acquired pursuant to such vesting and the receipt of any dividends and/or dividend equivalents; and (b) does not commit to and is under no obligation  to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items  or  achieve  any particular  tax result.  Further,  if  the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one  jurisdiction and may seek evidence from the Participant of his or her residency for purposes of operating such withholding or payment on account.
In  the event  that withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, the Participant authorizes the Company, or its respective agents, at the Company’s discretion, to satisfy the obligations with  regard to  all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s director fees or other cash compensation paid to the Participant  by  the Company; (ii)  withholding  from  proceeds  of  the  sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization).  Depending on the withholding method, the Company may withhold or account  for  Tax-Related Items by considering maximum applicable rates, in which case the  Participant  will  receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.
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.


A-1











		
	2.
	Nature of Grant.  In accepting the RSUs, the Participant acknowledges, understands and agrees that:


		
	(a)
	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, to the extent permitted by the Plan;


		
	(b)
	the  grant  of the RSUs  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 in the past; 


		
	(c)
	all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; 


		
	(d)
	the RSUs and the Participant’s participation in the Plan shall not be interpreted as forming an employment or services contract with the Company or any Subsidiary; 


		
	(e)
	the Participant is voluntarily participating in the Plan; 


		
	(f)
	the  RSUs  and the Shares subject  to  the RSUs are not intended to replace any pension rights, Director fees or compensation; 


		
	(g)
	the RSUs and the Shares subject to the RSUs, and the income and value of same, are  not  part  of  normal or expected compensation for any purpose, and do not confer on Participant  any right to receive Director fees or other compensation in any specific amount; 


		
	(h)
	unless  otherwise  agreed  with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary;


		
	(i)
	the future  value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;


		
	(j)
	no claim or entitlement to compensation or damages shall arise from forfeiture of the  RSUs  resulting  from  the  termination of the Participant’s Service (for any reason whatsoever);


		
	(k)
	the Company shall not be liable for any foreign exchange rate fluctuation between the Participant’s  local currency and the United States Dollar that may affect the value  of  the  RSUs  or  of any amounts due to the Participant pursuant to the settlement  of the RSUs or the subsequent sale of any Shares acquired upon settlement.


		
	3.
	No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.  




A-2











The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial  advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
		
	4.
	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 Agreement and any other RSU grant materials by and among, as applicable, the  Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.


The Participant understands that the Company may hold certain personal information about  the  Participant,  including, but not  limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. 
The  Participant  understands  that Data  will  be transferred to Fidelity  Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  The Participant understands that the recipients of the Data may be located  in the  United States or elsewhere, and that the recipients’ country (e.g., the United States) 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 Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing,  administering  and  managing  the Plan to receive, possess, use, retain and  transfer  the  Data, in  electronic or  other  form,  for   the  sole  purpose  of implementing, administering and managing the Participant’s participation in the Plan.  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.   Further, the Participant understands that the Participant is providing the consents  herein on a purely voluntary basis. If the Participant does not consent, or if  the  Participant  later  seeks  to revoke the Participant’s consent, the Participant’s Service will not be affected; the only consequence of refusing or withdrawing the Participant’s  consent  is that the Company would not be able to grant RSUs or other equity  awards  to  the  Participant or administer or maintain such awards.  Therefore, 


A-3











the  Participant  understands  that  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 Company’s stock administration department.
		
	5.
	Language.  If the Participant has  received this  Agreement 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.


		
	6.
	Imposition of Other Requirements.  The Company reserves the right to impose any other requirements  on  the Participant’s  participation  in  the Plan, on  the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional  agreements  or  undertakings   that  may  be  necessary to  accomplish the  foregoing.


		
	7.
	Insider Trading Restrictions/Market Abuse Laws.  The Participant acknowledges that, depending on his or her  country, the  Participant  may  be subject  to insider  trading restrictions and/or market  abuse laws,  which  may  affect his or her ability to acquire or sell  Shares  or  rights to  Shares (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country).  Any restrictions under these laws or regulations are  separate  from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.


		
	8.
	Foreign  Asset/Account  Reporting;  Exchange Controls.  The Participant’s country may have  certain  foreign  asset and/or  account  reporting  requirements  and/or exchange controls  which  may  affect  the Participant’s ability to acquire or hold Shares under the Plan  or  cash received  from  participating  in  the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside  the  Participant’s  country.  The  Participant  may  be  required to report  such accounts, assets or transactions to the tax or other authorities in his or her country.  The Participant also may be required to repatriate sale proceeds or other funds received as a result  of  the  Participant’s  participation  in  the Plan  to his or her country through a designated bank or broker and/or within a certain time after receipt.  The Participant acknowledges  that  it is his  or  her responsibility to be compliant with such regulations, and  the Participant is  advised to consult  his or  her personal  legal advisor for any details.




A-4












APPENDIX B
INC RESEARCH HOLDINGS, INC. 
2014 Equity Incentive Plan, As Amended and Restated
Restricted Stock Unit Award Agreement for Directors
Country-Specific Terms and Conditions


Capitalized  terms used but not  otherwise defined herein shall have the meaning given to such terms  in the INC  Research Holdings, Inc. 2014  Equity  Incentive  Plan,  As  Amended  and Restated, the Restricted Stock Unit Award Agreement for Directors and the General Terms and Conditions for Non-U.S. Participants attached thereto as Appendix A.
Terms and Conditions
This Appendix B includes additional terms and conditions that govern the RSUs granted to the Participant  if  the Participant resides and/or works in a country listed below.  If the Participant moves  to  another country  after  receiving  the  grant  of the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.
Notifications
This Appendix  B 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 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix B 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 that the RSUs vest or the Participant sells 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 a particular result.  Accordingly, the Participant should 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 he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.
CANADA
Terms and Conditions
RSUs Settled  in  Shares Only.  Notwithstanding  any discretion contained in the Plan, or any provision in  this Agreement  to  the contrary, RSUs  granted to Participants in Canada shall be settled in Shares only and do not provide any right for the Participant to receive a  cash payment.




B-1











Notifications
Securities Law Information.  The Participant is permitted to sell Shares acquired under the Plan through a  broker  acceptable to  the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the NASDAQ Global Select Market.
Foreign Asset/Account Reporting Information.  Canadian residents are required to report foreign property, including  Shares and rights  to receive Shares (e.g. RSUs granted or Shares acquired under the Plan) in a non-Canadian company, on Form T1135 (Foreign Income Verification Statement),  on  an  annual  basis, if  the total cost of  the individual’s  foreign  property  exceeds C$100,000  at  any time during  the year.  Thus, if the C$100,000 cost threshold is exceeded by other  foreign  property  held  by the individual,  RSUs must be reported.  Such RSUs may be reported at a nil cost.
For  purposes of the reporting, Shares acquired under the Plan may be reported at their adjusted cost bases.  The adjusted cost basis of a Share is generally equal to the fair market value of such Share at the time of  acquisition;  however, if  the  individual owns other Shares (e.g., acquired  under other circumstances or at another time), the adjusted cost basis may be different. 
The  Participant  is advised to  consult  his or  her  personal  tax  advisor  to  determine the Participant’s exact reporting requirements in this regard.
GERMANY
Notifications
Exchange Control Information.
Cross-border payments in excess of €12,500 must be reported  monthly to the German  Federal Bank (Bundesbank).  In the case of payments in connection with securities (including proceeds realized  upon  the sale of  Shares),  the report  must  be  made by  the  fifth day of the month following the month in which the payment was received.  The report must be filed electronically and  the  form of  report  (“Allgemeine  Meldeportal  Statistik”)  can  be   accessed  via  the Bundesbank’s website (www.bundesbank.de).


B-2