a1011-formofrsuagreement






Exhibit 10.11    BAKKT HOLDINGS, INC.  2021 OMNIBUS EMPLOYEE INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT  NOTICE OF RESTRICTED STOCK UNIT GRANT  Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc.  2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this  Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the  “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as  Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award  Agreement”).     Grantee Name:       The undersigned Grantee has been granted an Award of Restricted Stock Units, subject to  the terms and conditions of the Plan and this Award Agreement, as follows:  Grant Number: ________________   Date of Grant:          Vesting Commencement Date:       Total Number of Restricted Stock Units:    Vesting Schedule:  Subject to the last sentence of this paragraph: one hundred percent (100%) of the Restricted  Stock Units will vest on the date of the Company’s next annual meeting of stockholders after the  Date of Grant.  Vesting is subject to the Grantee continuing to be a Non-Employee Director of the  Company (a “Service Provider”) through such date.          





 






  - 2 -    By Grantee’s signature and the signature of the representative of the Company below,  Grantee 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 Award Agreement, including the Terms  and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits,  appendices and addenda attached hereto, all of which are made a part of this document.  Grantee  acknowledges receipt of a copy of the Plan.  Grantee has reviewed the Plan and this Award  Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to  executing this Award Agreement, and fully understands all provisions of the Plan and this Award  Agreement.  Grantee hereby agrees to accept as binding, conclusive and final all decisions or  interpretations of the Committee upon any questions relating to the Plan or this Award Agreement.   Grantee further agrees to notify the Company upon any change in Grantee’s residence address  indicated below.    GRANTEE  BAKKT HOLDINGS, INC.      ____________________________________ ____________________________________  Signature  Signature    _____     Print Name  Print Name             Title      Grantee Residence Address:    ____________________________________  ____________________________________  ____________________________________  ____________________________________  





 






    EXHIBIT A  BAKKT HOLDINGS, INC.  2021 OMNIBUS EMPLOYEE INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT  TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT  1. Grant of Restricted Stock Units.  The Company hereby grants to the individual  (“Grantee”) named in the Notice of Restricted Stock Unit Grant of this Award Agreement (the  “Notice of Grant”) under the Plan an Award of Restricted Stock Units, and subject to the terms  and conditions of this Award Agreement and the Plan, which is incorporated herein by reference.   Subject to Section 3.1 of the Plan, in the event of a conflict between the terms and conditions of  the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.  2. Company’s Obligation to Pay.  Each Restricted Stock Unit represents the right to  receive a share of Company Class A Common Stock (a “Share”) on the date it vests.  Unless and  until a Restricted Stock Unit has vested in the manner set forth in Section 3 or 4, Grantee will have  no right to payment of any such Restricted Stock Unit.  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.  3. Vesting Schedule.  Except as provided in Section 4, and subject to Section 5, the  Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting  provisions set forth in the Notice of Grant.  Unless specifically provided otherwise in this Award  Agreement or other written agreement authorized by the Committee between Grantee and the  Company or any Subsidiary of the Company, as applicable, governing the terms of this Award,  Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain  condition will not vest in accordance with any of the provisions of this Award Agreement, unless  Grantee will have been continuously a Service Provider from the Date of Grant until the date such  vesting occurs.  4. Payment after Vesting.  (a) General Rule.  Subject to Section 7, any Restricted Stock Units that vest  will be paid to Grantee (or in the event of Grantee’s death, to his or her properly designated  beneficiary or estate) in whole Shares.  Subject to the provisions of Section 4(c), such vested  Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in  each such case within sixty (60) days following the vesting date.  In no event will Grantee be  permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock  Units payable under this Award Agreement.  (b) Discretionary Acceleration.  The Committee, 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  





 






  - 2 -    Restricted Stock Units will be considered as having vested as of the date specified by the  Administrator.    (c) Section 409A.    (i) If Grantee is a U.S. taxpayer, the payment of Shares vesting pursuant  to this Award Agreement (including any discretionary acceleration under Section 4(b)) shall in all  cases be paid at a time or in a manner that is exempt from, or complies with, Section 409A.  The  prior sentence may be superseded in a future agreement or amendment to this Award Agreement  only by direct and specific reference to such sentence.   (ii) Notwithstanding anything in the Plan or this Award Agreement or  any other agreement (whether entered into before, on or after the Date of Grant), if the vesting of  the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in  connection with the termination of Grantee’s status as a Service Provider (provided that such  termination is a “separation from service” within the meaning of Section 409A, as determined by  the Administrator), other than due to Grantee’s death, and if (x) Grantee is a U.S. taxpayer and a  “specified employee” within the meaning of Section 409A at the time of such termination as a  Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the  imposition of additional tax under Section 409A if paid to Grantee on or within the six (6) month  period following the cessation of Grantee’s status as a Service Provider, 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 cessation of Grantee’s status as a Service Provider, unless Grantee dies  following his or her termination as a Service Provider, in which case, the Restricted Stock Units  will be paid in Shares to Grantee’s estate as soon as practicable following his or her death.   (iii) It is the intent of this Award Agreement that it and all payments and  benefits to U.S. taxpayers hereunder be exempt from, or comply with, the requirements of  Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or  Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and  any ambiguities or ambiguous terms herein will be interpreted to be so exempt or so comply.  Each  payment payable under this Award Agreement is intended to constitute a separate payment for  purposes of Treasury Regulations Section 1.409A-2(b)(2).  To the extent necessary to comply with  Section 409A, references to termination of Grantee’s status as a Service Provider, termination of  employment, or similar phrases will be references to Grantee’s “separation from service” within  the meaning of Section 409A.  In no event will the Company or any Subsidiary of the Company  have any responsibility, liability, or obligation to reimburse, indemnify, or hold harmless Grantee  (or any other person) for any taxes, penalties and interest that may be imposed, or other costs that  may be incurred, as a result of Section 409A.  5. Forfeiture Upon Termination as a Service Provider.  Unless specifically provided  otherwise in this Award Agreement or other written agreement authorized by the Committee  between Grantee and the Company or any of its Subsidiaries, as applicable, governing the terms  of this Award, if Grantee ceases to be a Service Provider for any or no reason, the then-unvested  Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost to  the Company and Grantee will have no further rights thereunder.  





 






  - 3 -    6. Death of Grantee.  Any distribution or delivery to be made to Grantee under this  Award Agreement, if Grantee is then deceased, will be made to Grantee’s designated beneficiary,  or if no beneficiary survives Grantee, the administrator or executor of Grantee’s estate.  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) Responsibility for Taxes.  Grantee acknowledges that, regardless of any  action taken by the Company or, if different, Grantee’s employer or any parent or Subsidiary of  the Company to which Grantee is providing services (together, the “Service Recipients”), the  ultimate liability for any tax and/or social insurance liability obligations and requirements in  connection with the Restricted Stock Units, including, without limitation, (i) all federal, state, and  local taxes (including Grantee’s Federal Insurance Contributions Act (FICA) obligations) that are  required to be withheld by any Service Recipient or other payment of tax-related items related to  Grantee’s participation in the Plan and legally applicable to Grantee, (ii) Grantee’s and, to the  extent required by any Service Recipient, the Service Recipient’s fringe benefit tax liability, if any,  associated with the grant, vesting, or settlement of the Restricted Stock Units or sale of Shares,  and (iii) any other Service Recipient taxes the responsibility for which Grantee has, or has agreed  to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares  thereunder) (collectively, the “Tax Obligations”), is and remains Grantee’s sole responsibility and  may exceed the amount actually withheld by the applicable Service Recipient(s).  Grantee further  acknowledges that no Service Recipient (A) makes any representations or undertakings regarding  the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units,  including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the  subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or  other distributions, and (B) makes any commitment to and is under any obligation to structure the  terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Grantee’s  liability for Tax Obligations or achieve any particular tax result.  Further, if Grantee is subject to  Tax Obligations in more than one jurisdiction between the Date of Grant and the date of any  relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the applicable  Service Recipient(s) (or former employer, as applicable) may be required to withhold or account  for Withholding Obligations (as defined below)  in more than one jurisdiction.    (b) Tax Withholding.  Pursuant to such procedures as the Committee may  specify from time to time, the applicable Service Recipient(s) will withhold the amount required  to be withheld for the payment of Tax Obligations (the “Withholding Obligations”).  The  Committee, in its sole discretion and pursuant to such procedures as it may specify from time to  time, may permit Grantee to satisfy such Withholding Obligations, in whole or in part (without  limitation), if permissible by applicable local law, by:  (i) paying cash in U.S. dollars, (ii) having  the Company withhold otherwise deliverable Shares having a fair market value equal to the  minimum amount that is necessary to meet the withholding requirement for such Withholding  Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such  greater amount would not result in adverse financial accounting consequences) (“Net Share  Withholding”), (iii) withholding the amount of such Withholding Obligations from Grantee’s  wages or other cash compensation paid to Grantee by the applicable Service Recipient(s),  





 






  - 4 -    (iv) delivering to the Company Shares that Grantee owns and that already have vested with a fair  market value equal to the Withholding Obligations (or such greater amount as Grantee may elect  if permitted by the Committee, if such greater amount would not result in adverse financial  accounting consequences), (v) selling a sufficient number of such Shares otherwise deliverable to  Grantee, through such means as the Company may determine in its sole discretion (whether  through a broker or otherwise) equal to the minimum amount that is necessary to meet the  withholding requirement for such Withholding Obligations (or such greater amount as Grantee  may elect if permitted by the Committee, if such greater amount would not result in adverse  financial accounting consequences) (“Sell to Cover”), or (vi) such other means as the Committee  deems appropriate.  If the Withholding Obligations are satisfied by withholding in Shares, for tax  purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested  Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the  purpose of paying the Withholding Obligations.  To the extent determined appropriate by the  Committee in its discretion, the Committee will have the right (but not the obligation) to satisfy  any Withholding Obligations by Net Share Withholding.  If Net Share Withholding is the method  by which such Withholding Obligations are satisfied, the Company will not withhold on a  fractional Share basis to satisfy any portion of the Withholding Obligations and, unless the  Company determines otherwise, no refund will be made to Grantee for the value of the portion of  a Share, if any, withheld in excess of the Withholding Obligations.  If a Sell to Cover is the method  by which Withholding Obligations are satisfied, Grantee agrees that as part of the Sell to Cover,  additional Shares may be sold to satisfy any associated broker or other fees.  Only whole Shares  will be sold pursuant to a Sell to Cover. Any proceeds from the sale of Shares pursuant to a Sell to  Cover that are in excess of the Withholding Obligations and any associated broker or other fees  will be paid to Grantee in accordance with procedures the Company may specify from time to  time.    (c) Tax Consequences.  Grantee has reviewed with his or her own tax advisers  the U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions  contemplated by this Award Agreement.  With respect to such matters, Grantee relies solely on  such advisers and not on any statements or representations of the Company or any of its agents,  written or oral.  Grantee understands that Grantee (and not the Company) shall be responsible for  Grantee’s own tax liability that may arise as a result of this investment or the transactions  contemplated by this Award Agreement.  (d) Company’s Obligation to Deliver Shares.  For clarification purposes, in no  event will the Company issue Grantee any Shares unless and until arrangements satisfactory to the  Committee have been made for the payment of Grantee’s Withholding Obligations.  If Grantee  fails to make satisfactory arrangements for the payment of such Withholding Obligations  hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest  pursuant to Sections 3 or 4 or Grantee’s Withholding Obligations otherwise become due, Grantee  permanently will forfeit such Restricted Stock Units to which Grantee’s Withholding Obligation  relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned  to the Company at no cost to the Company.  Grantee acknowledges and agrees that the Company  may permanently refuse to issue or deliver the Shares if such Withholding Obligations are not  delivered at the time they are due.  





 






  - 5 -    8. Rights as Stockholder.  Neither Grantee nor any person claiming under or through  Grantee will have any of the rights or privileges of a stockholder of the Company in respect of any  Shares deliverable hereunder unless and until certificates representing such Shares (which may be  in book entry form) will have been issued, recorded on the records of the Company or its transfer  agents or registrars, and delivered to Grantee (including through electronic delivery to a brokerage  account).  After such issuance, recordation and delivery, Grantee 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.  Grantee 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 through the applicable vesting dates, which unless provided  otherwise under applicable law, is at the will of the applicable Service Recipient and not through  the act of being hired, being granted this Restricted Stock Unit award, or acquiring Shares  hereunder.  Grantee further acknowledges and agrees that this Award 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 in any way with Grantee’s right or the right of any Service  Recipient to terminate Grantee’s relationship as a service provider, subject to applicable law,  which termination, unless provided otherwise under applicable law or written agreement between  Grantee and the Service Recipient, may be at any time, with or without cause.  10. Grant is Not Transferable.  Except to the limited extent provided in Section 6, this  Award 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 Award, or any right or privilege conferred hereby, or upon  any attempted sale under any execution, attachment or similar process, this Award and the rights  and privileges conferred hereby immediately will become null and void.  11. Nature of Grant.  In accepting this Award of Restricted Stock Units, Grantee  acknowledges, understands and agrees that:  (a) the grant of the Restricted Stock Units 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 in the  past;   (b) all decisions with respect to future Restricted Stock Units or other grants, if  any, will be at the sole discretion of the Administrator;   (c) Grantee is voluntarily participating in the Plan;   (d) the Restricted Stock Units and the Shares subject to the Restricted Stock  Units are not intended to replace any pension rights or compensation;  (e) the Restricted Stock Units and the Shares subject to the Restricted Stock  Units, and the income and value of same, are not part of normal or expected compensation for  





 






  - 6 -    purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of- service payments, bonuses, long-service awards, pension or retirement or welfare benefits or  similar payments;   (f) the future value of the Shares underlying the Restricted Stock Units is  unknown, indeterminable, and cannot be predicted with certainty;   (g) for purposes of the Restricted Stock Units, Grantee’s status as a Service  Provider will be considered terminated as of the date Grantee is no longer actively providing  services to the Company or any Parent or Subsidiary (regardless of the reason for such termination  and whether or not later found to be invalid or in breach of employment laws in the jurisdiction  where Grantee is a Service Provider or the terms of Grantee’s employment or service agreement,  if any), and unless otherwise expressly provided in this Award Agreement (including by reference  in the Notice of Grant to other arrangements or contracts) or determined by the Committee,  Grantee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of  such date and will not be extended by any notice period (e.g., Grantee’s period of service would  not include any contractual notice period or any period of “garden leave” or similar period  mandated under employment laws in the jurisdiction where Grantee is a Service Provider or the  terms of Grantee’s employment or service agreement, if any, unless Grantee is providing bona fide  services during such time); the Committee shall have the exclusive discretion to determine when  Grantee is no longer actively providing services for purposes of this Award of Restricted Stock  Units (including whether Grantee may still be considered to be providing services while on a leave  of absence and consistent with local law).  Further, for the avoidance of doubt, Grantee shall not  be entitled to any pro rata vesting of any Restricted Stock Units should Grantee’s status as a Service  Provider cease before the Restricted Stock Units have fully vested (e.g., if Grantee’s status as a  Service Provider ceases on March 1 before all of the Restricted Stock Units have vested, Grantee  shall not be entitled to any vesting of the Restricted Stock Units that were scheduled to vest on the  immediately following vesting date of March 10);   (h) unless otherwise provided in the Plan or by the Committee in its discretion,  the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any  entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by,  another company nor be exchanged, cashed out or substituted for, in connection with any corporate  transaction affecting the Shares; and  (i) the following provisions apply only if Grantee is providing services outside  the United States:  (i) the Restricted Stock Units and the Shares subject to the Restricted  Stock Units are not part of normal or expected compensation or salary for any purpose;  (ii) Grantee acknowledges and agrees that no Service Recipient shall be  liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United  States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to  Grantee pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any  Shares acquired upon settlement; and  





 






  - 7 -    (iii) no claim or entitlement to compensation or damages shall arise from  forfeiture of the Restricted Stock Units resulting from the termination of Grantee’s status as a  Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach  of employment laws in the jurisdiction where Grantee is a Service Provider or the terms of  Grantee’s employment or service agreement, if any), and in consideration of the grant of the  Restricted Stock Units to which Grantee is otherwise not entitled, Grantee irrevocably agrees never  to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any  such claim, and releases each Service Recipient from any such claim; if, notwithstanding the  foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in  the Plan, Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees  to execute any and all documents necessary to request dismissal or withdrawal of such claim.  12. No Advice Regarding Grant.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding Grantee’s  participation in the Plan, or Grantee’s acquisition or sale of the Shares underlying the Restricted  Stock Units.  Grantee is hereby advised to consult with his or her own personal tax, legal and  financial advisers regarding his or her participation in the Plan before taking any action related to  the Plan.  13. 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 Award Agreement and any other Restricted Stock Unit grant materials by and among, as  applicable, the Service Recipients for the exclusive purpose of implementing, administering and  managing Grantee’s participation in the Plan.  Grantee understands that the Company and the Service Recipient may hold certain personal  information about Grantee, 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 Restricted  Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or  outstanding in Grantee’s favor (“Data”), for the exclusive purpose of implementing, administering  and managing the Plan.    Grantee understands that Data may be transferred to a stock plan service provider, as may  be selected by the Company in the future, assisting the Company with the implementation,  administration and management of the Plan.  Grantee understands that the recipients of the Data  may be located in the United States or elsewhere, and that the recipients’ country of operation  (e.g., the United States) may have different data privacy laws and protections than Grantee’s  country.  Grantee understands that if he or she resides outside the United States, 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 Company, any stock plan  service provider 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 his or her participation in the Plan.  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 if he or she resides outside the  





 






  - 8 -    United States, 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.  Further, Grantee understands that he or she is providing the consents  herein on a purely voluntary basis.  If Grantee does not consent, or if Grantee later seeks to revoke  his or her consent, his or her status as a Service Provider and career with the Service Recipient  will not be adversely affected.  The only adverse consequence of refusing or withdrawing  Grantee’s consent is that the Company would not be able to grant Grantee Restricted Stock Units  or other equity awards or administer or maintain such awards.  Therefore, Grantee understands  that refusing or withdrawing his or her consent may affect Grantee’s 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.  14. Address for Notices.  Any notice to be given to the Company under the terms of  this Award Agreement will be addressed to the Company at Bakkt Holdings, Inc., 10000 Avalon  Boulevard, Suite 1000, Alpharetta, Georgia 30009, or at such other address as the Company may  hereafter designate in writing.  15. Successors and Assigns.  The Company may assign any of its rights under this  Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the  benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein  set forth, this Award Agreement shall be binding upon Grantee and Grantee’s heirs, executors,  administrators, successors and assigns.  The rights and obligations of Grantee under this Award  Agreement may be assigned only with the prior written consent of the Company.  16. Additional Conditions to Issuance of Stock.  If at any time the Company will  determine, in its discretion, that the listing, registration, qualification or rule compliance of the  Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code and  related regulations or under the rulings or regulations of the U.S. Securities and Exchange  Commission or any other governmental regulatory body or the clearance, consent or approval of  the U.S. Securities and Exchange Commission or any other governmental regulatory authority is  necessary or desirable as a condition to the issuance of Shares to Grantee (or his or her estate)  hereunder, such issuance will not occur unless and until such listing, registration, qualification,  rule compliance, clearance, consent or approval will have been completed, effected or obtained  free of any conditions not acceptable to the Company.  Subject to the terms of the Award  Agreement and the Plan, the Company will not be required to issue any certificate or certificates  for (or make any entry on the books of the Company or of a duly authorized transfer agent of the  Company of) the Shares hereunder prior to the lapse of such reasonable period of time following  the date of vesting of the Restricted Stock Units as the Committee may establish from time to time  for reasons of administrative convenience.  17. Language.  If Grantee has received this Award 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.  





 






  - 9 -    18. Interpretation.  The Committee will have the power to interpret the Plan and this  Award 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 Committee in good faith will be final  and binding upon Grantee, the Company and all other interested persons.  Neither the Committee  nor any person acting on behalf of the Committee will be personally liable for any action,  determination or interpretation made in good faith with respect to the Plan or this Award  Agreement.  19. Electronic Delivery and Acceptance.  The Company may, in its sole discretion,  decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or  future Restricted Stock Units that may be awarded under the Plan by electronic means or require  Grantee to participate in the Plan by electronic means.  Grantee 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 a third party designated by the  Company.  20. Captions.  Captions provided herein are for convenience only and are not to serve  as a basis for interpretation or construction of this Award Agreement.  21. Amendment, Suspension or Termination of the Plan.  By accepting this Award,  Grantee 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.  Grantee understands  that the Plan is discretionary in nature and may be amended, suspended or terminated by the  Committee at any time.  22. Country Addendum.  Notwithstanding any provisions in this Award Agreement,  the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in an  appendix (if any) to this Award Agreement for any country whose laws are applicable to Grantee  and this Award of Restricted Stock Units (as determined by the Committee in its sole discretion)  (the “Country Addendum”).  Moreover, if Grantee relocates to one of the countries included in the  Country Addendum (if any), the special terms and conditions for such country will apply to  Grantee, to the extent the Company determines that the application of such terms and conditions  is necessary or advisable for legal or administrative reasons.  The Country Addendum (if any)  constitutes a part of this Award Agreement.  23. Modifications to the Award Agreement.  This Award Agreement constitutes the  entire understanding of the parties on the subjects covered.  Grantee expressly warrants that he or  she is not accepting this Award Agreement in reliance on any promises, representations, or  inducements other than those contained herein.  Modifications to this Award Agreement 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 Award Agreement, the Company  reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole  discretion and without the consent of Grantee, to comply with Section 409A or to otherwise avoid  imposition of any additional tax or income recognition under Section 409A in connection with this  Award of Restricted Stock Units.  





 






  - 10 -    24. No Waiver.  Either party’s failure to enforce any provision or provisions of this  Award 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  Award 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.  25. Governing Law; Severability.  This Award Agreement and the Restricted Stock  Units are governed by the internal substantive laws, but not the choice of law rules, of the State of  Delaware.  In the event that any provision hereof becomes or is declared by a court of competent  jurisdiction to be illegal, unenforceable or void, this Award Agreement shall continue in full force  and effect.   26. Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this  Award Agreement (including the exhibits, appendices, and addenda attached to the Notice of  Grant) constitute the entire agreement of the parties with respect to the subject matter hereof and  supersede in their entirety all prior undertakings and agreements of the Company and Grantee with  respect to the subject matter hereof, and may not be modified adversely to Grantee’s interest except  by means of a writing signed by the Company and Grantee.  *          *          *