Form of Notice of Grant of Restricted Stock Units



 Exhibit 10.3 
 NETSUITE INC. 
 2007 EQUITY INCENTIVE PLAN 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
 Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Restricted Stock Units (the “Notice of Grant”) and Terms
and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (together, the “Agreement”). 
  

			
	Participant:	  	 %%FIRST_NAME%-% %%MIDDLE_NAME%-%
 %%LAST_NAME%-%

		
	Address:	  	 %%ADDRES_LINE_1%-%
 %%ADDRES_LINE_2%-%
 %%ADDRES_LINE_3%-%
 %%CITY%-%, %%STATE%-% %%ZIPCODE%-%
  
 %%COUNTRY%-%


 Participant has been granted the right to receive an Award of Restricted Stock Units, subject to
the terms and conditions of the Plan and this Agreement, as follows: 
  

			
	Grant Number	  	%%OPTION_NUMBER%-%
		
	Date of Grant	  	%%OPTION_DATE,’MM/DD/YYYY’%-%
		
	Vesting Commencement Date	  	%%VEST_BASE_DATE%-%
		
	Number of Restricted Stock Units	  	%%TOTAL_SHARES_GRANTED,’999,999,999’%-%

 Vesting Schedule: 
 Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following
schedule: 
  

			
	 Number of Shares
 Vesting on Vesting Date
	  	 Vesting Date/Frequency

	 %%SHARES_ PERIOD1,’999,999,999’%-%
 %%SHARES_ PERIOD2,’999,999,999’%-%
	  	 %%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
 %%VEST_TYPE_PERIOD2%-%


  

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 OR 
 [INSERT VESTING SCHEDULE] 
 In the event Participant ceases to be a Service Provider for any or no reason before Participant vests
in a Restricted Stock Unit, such Restricted Stock Unit and Participant’s right to acquire any Shares thereunder will immediately terminate. 
 Further, notwithstanding any terms or conditions of the Plan or this Agreement to the contrary, in the event of termination of Participant’s relationship as a Service Provider, Participant’s right to vest in Restricted Stock Units
under the Plan, if any, will terminate effective as of the date that Participant is no longer actively providing service to the Company or a Subsidiary or Parent of the Company 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); furthermore, in the event of termination of Participant’s relationship as a Service Provider (whether or not in breach of
local labor laws), Participant’s right to receive Shares pursuant to the Restricted Stock Units after such termination, if any, will be measured by the date of termination of Participant’s active Service Provider relationship and will not
be extended by any notice period mandated under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer in an active Service Provider relationship for purposes of the Restricted Stock Units.

 Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of
the Plan and this Agreement. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any
change in the residence address indicated above. 
 Participant acknowledges and agrees that by clicking the “ACCEPT” button on the
E*TRADE on-line grant agreement response page, it will act as Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the Restricted Stock
Units, as set forth in the Agreement and the Plan. 
 NETSUITE
INC.                                 
  

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 EXHIBIT A 
 TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 
 1. Grant. The Company hereby grants to
the Participant named in the Notice of Grant (the “Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Agreement (including the attached Country Appendix as applicable) and
the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the
Plan will prevail. 
 2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the
date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted
Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to
Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. 
 Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the
Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A as determined by the
Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination, and (y) the payment of such accelerated Restricted Stock Units will
result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination, then the payment of such accelerated Restricted Stock Units will not be
made until the date six (6) months and one (1) day following the date of Participant’s termination, unless the Participant dies following his or her termination, in which case, the Restricted Stock Units will be paid in Shares to the
Participant’s estate as soon as practicable following his or her death. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares
issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and
any proposed, temporary or final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time. 
 3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting provisions set forth in
the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such vesting occurs. 
  

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 4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by
the Administrator. 
 5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this
Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately
terminate. 
 6. Death of Participant. Any distribution or delivery to be made to Participant under this Agreement will, if
Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate, provided however that Participants employed outside the United
States are not permitted to designate a beneficiary under this Agreement and thus, any distribution or delivery due to such Participants shall be made to the administrator or executor of their estates. Any such transferee must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 
 7. Tax Obligations. 
 (a) Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator)
will have been made by Participant with respect to the payment of all income tax, social insurance, payroll tax, payment on account, employment or other tax-related withholding (the “Tax-Related Items”) which the Company determines must be
withheld with respect to such Shares. Regardless of any action taken by the Company or Participant’s employer (the “Employer”) with respect to the Tax-Related Items, Participant acknowledges that the ultimate liability for all
Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the Award of Restricted Stock Units, including the grant, vesting, assignment, release or cancellation of the Shares of Restricted Stock Units, the subsequent sale of Shares acquired pursuant to the vesting of Restricted Stock
Units, or the receipt of any dividends and (ii) do not commit to structure the terms of the grant or any other aspect of the Award of Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items. 

On a date that the Participant who is not subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) incurs a liability for Tax-Related Items with respect to this Award, whether upon vesting or otherwise (any such date on which liability for Tax-Related Items arises, the “Lapse Date”) and the Company or an
affiliate of the Company has a tax withholding obligation related to such liability of Participant for Tax-Related Items, then a portion of the Shares issued upon the vesting of such Restricted Stock Units shall automatically be sold to the extent
and through such means as the Company may 

  

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determine in its sole discretion (whether through a broker or otherwise), as set forth in further detail in Schedule 1 attached hereto. The net proceeds from
such sale shall be remitted to the relevant tax authorities for the benefit of the Participant in the amounts directed by the Company and any remaining net proceeds, if any, shall be delivered to the Participant. In the event that (a) the
Participant is subject to the requirements of Section 16 of the Exchange Act on the Lapse Date and incurs a liability for Tax-Related Items or (b) the Shares sold pursuant to the first sentence of this paragraph are not sufficient to
satisfy the Participant’s entire liability for Tax Related Items upon the Lapse Date, then the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may obligate the Company to withhold
otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld. In the absence of the Administrator’s decision to withhold otherwise deliverable Shares, the Participant may satisfy the obligations
(or the remaining portion thereof) with regard to all applicable Tax-Related Items, in whole or in part by one or more of the following (without limitation) as the Administrator may permit: (1) paying cash, (2) delivering to the Company
already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, (3) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer equal to the
amount required to be withheld or (4) selling a sufficient number of such Shares otherwise deliverable to the Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to
the amount required to be withheld. Prior to the relevant taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer.
For these purposes, the Fair Market Value of the Shares to be withheld shall be determined on the applicable Lapse Date. If the obligation of Tax-Related Items is satisfied by reducing the number of Shares issuable upon vesting of the Restricted
Stock Units, Participant is deemed to have been issued the full number of Shares subject to the Restricted Stock Units, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result
of any aspect of the Award of Restricted Stock Units. 
 Finally, 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 Participant’s participation in the Plan or Participant’s acquisition of Shares that cannot be satisfied by the means previously described. If
Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items hereunder upon any Lapse Date, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the
Restricted Stock Units will be returned to the Company at no cost to the Company. 
 (b) Consultants. If Participant is
a Consultant, neither the Company nor any Parent or Subsidiary shall be responsible for withholding any Tax-Related Items due in connection with any aspect of the Award of Restricted Stock Units. Any Participant who is a Consultant is solely
responsible for reporting all income derived from the Restricted Stock Units on his or her personal tax return and paying all applicable Tax-Related Items due. To the extent that the Company or any Parent or Subsidiary may incur any liability for
the Tax-Related Items as a result of the Award of Restricted Stock Units, any Participant who is a Consultant agrees to undertake to pay to the Company or any Parent or Subsidiary the amount of such Tax-Related Items. The Company may refuse to
deliver Shares if Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section. 
  

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 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant
will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares. 
 9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE
RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT 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 WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
 10. Nature of Restricted Stock Units. By entering into this Agreement and accepting this Award of Restricted Stock Units evidenced hereby, Participant acknowledges that: 
 (a) the grant of the Restricted Stock Unit is voluntary and occasional and does not create any contractual or other right to receive
future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past; 
 (b) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of the Administrator;

 (c) Participant is voluntarily participating in the Plan; 
 (d) the Restricted Stock Unit is an extraordinary item which does not constitute compensation of any kind for services of any kind
rendered to the Company, the Employer or the Parent or Subsidiary retaining Participant, and which is outside the scope of Participant’s employment contract, if any; 
  


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 (e) the Restricted Stock Unit is not part of normal or expected compensation or salary
for any purpose, 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; 
 (f) in the event that the Employer, or the Parent or Subsidiary retaining Participant, is not the Company, the grant of Restricted Stock
Unit will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Restricted Stock Unit grant will not be interpreted to form an employment contract with the Employer, the Company or any Parent or
Subsidiary of the Company; 
 (g) the future value of the Shares underlying the Restricted Stock Unit is unknown and cannot be
predicted with certainty; 
 (h) in consideration of the grant of the Restricted Stock Unit, no claim or entitlement to
compensation or damages arises from termination of the Restricted Stock Unit or diminution in value of the Restricted Stock Unit or forfeiture of the Restricted Stock Unit resulting from termination of Participant’s Service Provider
relationship by the Company or the Employer or by the Parent or Subsidiary retaining Participant (for any reason whether or not in breach of applicable labor laws) and Participant irrevocably releases the Company, the Employer and/or the Parent or
Subsidiary retaining Participant 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 Agreement, Participant shall be deemed
irrevocably to have waived his or her entitlement to pursue such a claim; 
 (i) it is Participant’s sole responsibility
to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the Restricted Stock Unit; 
 (j) the Company, the Employer or the Parent or Subsidiary retaining Participant are not providing any tax, legal or financial advice, nor
are the Company, the Employer or the Parent or Subsidiary retaining Participant making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the Shares underlying the Restricted Stock
Unit; and 
 (k) Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan. 
 11. Data Privacy.
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this document by and among, as applicable, the Employer, the Company and
any Parent or Subsidiary of the Company for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 
  

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 Participant understands that the Employer, the Company and any Parent or Subsidiary
of the Company hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in Participant’s favor, as the Employer, the
Parent or Subsidiary retaining Participant and/or the Company deems necessary for the purpose of implementing, administering and managing the Plan (“Data”). Participant acknowledges and understands that Data may be transferred to any
broker as designated by the Company and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Participant’s country or elsewhere (and outside the European Economic
Area), and that the recipient’s country may have different data privacy laws and protections than Participant’s country. Participant understands that he or she may request a list with the names and addresses of any potential recipients of
the Data by contacting Participant’s local human resources representative. 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 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 Participant may elect to deposit any Shares acquired upon vesting of
the Restricted Stock Units. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or she may, at any time, view
Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources
representative. Participant understands, however, that refusing or withdrawing his or her consent may affect his or her ability to realize benefits from the Restricted Stock Units or otherwise participate in the Plan. For more information on the
consequences of his or her refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 
 12. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at NetSuite
Inc., 2955 Campus Drive, Suite 100, San Mateo, California 94403, United States of America or at such other address as the Company may hereafter designate in writing. 
 13. Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 
 14. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
  

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 15. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its
discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a
condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not
acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company
reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or
approval of any such governmental authority. 
 16. Plan Governs. This Award of Restricted Stock Units and this Agreement are subject
to all terms and provisions of the Plan, the provisions of which are hereby made a part of this Agreement and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Agreement will have the
meaning set forth in the Plan. 
 17. Administrator Authority. The Administrator will have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any
Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the
Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 
 18. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan, or Shares issued under the Plan, or participation in
the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 
 19. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement. 
 20. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 
  

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 21. Modifications to the Agreement. This Agreement constitutes the entire understanding of the
parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the
Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award
of Restricted Stock Units. 
 22. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly
warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is established voluntarily by the Company, it is
discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement. 
 23. Governing Law. This Agreement will be governed by the laws the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the
State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises directly or indirectly under this Award of Restricted Stock Units or this Agreement, the parties hereby submit
to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and
no other courts, where this Award of Restricted Stock Units is made and/or to be performed. 
 24. Language. If Participant has
received this Agreement 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 unless otherwise prescribed by
local law. 
 25. Appendix. Notwithstanding any provision in this Agreement to the contrary, the Award of Restricted Stock Units shall
be subject to the special terms and provisions set forth in the Appendix to this Agreement for Participant’s country of residence, if any. 
  

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