EX-10.2M



 Exhibit 10.2(M) 

YAHOO! INC. 
 NOTICE
OF RESTRICTED STOCK UNIT GRANT 
 [grantee name] 

[employee ID] 
 You have been granted an award of Restricted
Stock Units by Yahoo! Inc. (the “Company”) as follows: 
  

			
	 Date of Grant:
	  	 [Date]

		
	 Total Number of Restricted
	  	 [share number]

	 Stock Units Granted:
	  	
		
	 Type of RSU:
	  	 U.S. Employee RSU (Transaction Form)

		
	 Vesting Schedule:
	  	

  

											
	 Shares
	  	Vesting Date	 	Shares	 	Vesting Date	 	Shares	 	Vesting Date
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
	 [#]
	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
	 [#]
	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
	 [#]
	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
	 [#]
	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
	 [#]
	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]
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	  	[Date]	 	[#]	 	[Date]	 	[#]	 	[Date]


  

			
	Manner of Payment by Company:	  	[Stock] [Cash] [Cash or Stock at the Company’s Election]
		
	Governing Documents:	  	RSU Award Agreement (Transaction Form) for U.S. Employees Yahoo Stock Plan (the “Plan”)

 By your acceptance of this award through the Company’s online acceptance procedure (or by your signature and the
signature of the Company’s representative below): 
  

	 	•	 	you acknowledge receiving and reviewing the Governing Documents (listed above) and the Supplemental Documents (listed below); 

  

	 	•	 	you agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Governing Documents and you agree to be bound by the terms of this Notice of Restricted Stock Unit Grant and
the Governing Documents, all of which are hereby incorporated by reference into this Notice of Restricted Stock Unit Grant; and 









	 	•	 	you consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Governing Documents for the purpose of implementing, administering and managing your
participation in the Plan. 

 This Notice of Restricted Stock Unit Grant shall be construed and determined in accordance with the laws of
the U.S. State of Delaware (without giving effect to the conflict of laws principles thereof) and shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant. 

 

							
	GRANTEE:	  		  	    YAHOO! INC.
				
	 




  
	  		  	By:	 	 




  

	Signature	  		  		 	        Marissa A. Mayer
				
	 [grantee name]
	  		  	Title:	 	         Chief Executive Officer

	Name	  		  		 	
				
	Supplemental Documents:	  		  		 	U.S. Prospectus
		  		  		 	Insider Trading Policy








 
NOTE: This award is excluded from the Yahoo! Inc. Change in Control Employee Severance Plans (the “CIC Plans”)
and will not be eligible for accelerated vesting under the CIC Plans nor under any other pre-existing plan, policy, or agreement, except as expressly provided in section 2(g) below. 


YAHOO! INC. STOCK PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR U.S. EMPLOYEES 

(Transaction Form) 
 Section
1. Grant of Restricted Stock Unit Award 
  

	(a)	Grant of Restricted Stock Units (“RSUs”). Yahoo! Inc., a Delaware corporation (the “Company”), hereby grants to the grantee (the “Grantee”) named in the Notice of Restricted
Stock Unit Grant (the “Notice of Grant”) the total number of RSUs set forth in the Notice of Grant, on the terms and conditions set forth in this Restricted Stock Unit Award Agreement for U.S. Employees (this “Agreement”) and as
otherwise provided in the Yahoo! Inc. Stock Plan, as amended (the “Award”). 

  

	(b)	Incorporation of Plan; Capitalized Terms. The provisions of the Yahoo! Inc. Stock Plan, as amended (the “Plan”) are hereby incorporated herein by reference. Except as otherwise expressly set
forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Administrator shall have final
authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising
under the Plan or this Agreement. 

 Section 2. Terms and Conditions of Award 

The grant of RSUs provided in Section 1(a) shall be subject to the following terms, conditions and restrictions: 

 

	(a)	Limitations on Rights Associated with RSUs. The RSUs are bookkeeping entries only. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to
the RSUs. 

  

	(b)	Restrictions. The RSUs and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any
attempt to dispose of any RSUs in contravention of the above restriction shall be null and void and without effect. 

  

	(c)	Lapse of Restrictions. Subject to Sections 2(e) through 2(g) below, on each vesting date specified in the vesting schedule set forth in the Notice of Grant (the “Vesting Schedule”), the number of
RSUs set forth opposite such vesting date shall vest and become non-forfeitable. 


  
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	(d)	Timing and Manner of Payment of RSUs.  

  

	 	(i)	In the event that the Notice of Grant specifies that the manner of payment by the Company shall be stock, as soon as practicable after (and in no case more than seventy-four days after) the date any RSUs subject to the
Award become non-forfeitable (the “Payment Date”), such RSUs shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of RSUs that become non-forfeitable upon that Payment Date (rounded down to the
nearest whole share). The Company shall issue the Shares either (A) in certificate form or (B) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address
reflected on the books of the Company and its Subsidiaries unless the Company is otherwise instructed in writing. The Grantee shall not be required to pay any cash consideration for the RSUs or for any Shares received pursuant to the
Award. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that are so paid. Notwithstanding the foregoing, the Company shall have
no obligation to issue Shares in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any Stock Exchange. 


 

	 	(ii)	In the event that the Notice of Grant specifies that the manner of payment by the Company shall be cash, as soon as practicable after (and in no case more than seventy-four days after) the Payment Date, such RSUs shall
be paid in a lump sum cash payment equal in the aggregate to the Fair Market Value of a Share on the Payment Date multiplied by the number of such RSUs that become non-forfeitable upon that Payment Date. The Grantee shall not be required to pay any
cash consideration for the RSUs or for any cash received pursuant to the Award. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that
are so paid.

  

	 	(iii)	 In the event that the Notice of Grant specifies that the manner of payment by the Company shall be cash or stock
at the Company’s election, as soon as practicable after (and in no case more than seventy-four days after) the Payment Date, such RSUs shall be paid, at the Company’s option, (A) in a lump sum cash payment equal in the aggregate to the
Fair Market Value of a Share on the Payment Date multiplied by the number of such RSUs that become non-forfeitable upon that Payment Date or (B) by the Company delivering to the Grantee a number of Shares equal to the number of RSUs that become
non-forfeitable upon that Payment Date (rounded down to the nearest whole share). If the RSUs are paid in Shares, the Company shall issue the Shares either (1) in certificate form or (2) in book entry form, registered in the name of the
Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected on the books of the Company and its Subsidiaries unless the Company is otherwise instructed in writing. The Grantee shall not be required to
pay any cash consideration for the RSUs or for any Shares or cash received pursuant to the Award. Neither the 



  
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Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that are so paid. Notwithstanding anything
herein to the contrary, the Company shall have no obligation to issue Shares in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any Stock Exchange. 


 

	(e)	Termination of Employment Generally; Leaves of Absence. The following provisions shall apply in the event of the termination of the Grantee’s employment or service with the Company, Parent or any
Subsidiary, or should the Grantee take a leave of absence from employment with the Company, Parent or any Subsidiary: 

  

	 	(i)	General. Except as expressly provided below in Section 2(g) (regarding certain terminations following a Change in Control), in the event of the termination of the Grantee’s employment or service with
the Company, Parent or any Subsidiary for any reason prior to the lapsing of the restrictions in accordance with Section 2(c) hereof with respect to any of the RSUs granted hereunder, such portion of the RSUs held by the Grantee shall be
automatically forfeited by the Grantee as of the date of termination. (The date of any such termination of the Grantee’s employment or service is referred to in this Agreement as the “Termination Date.”) Neither the Grantee
nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any rights or interests in any RSUs that are forfeited pursuant to any provision of this Agreement. 


 

	 	(ii)	Previously Adopted Yahoo Severance Plans and Policies Do Not Apply to This Award. This Award of RSUs shall not be subject to the acceleration of vesting provisions of any Yahoo! Inc. Amended
and Restated Change in Control Employee Severance Plan or of any other plan, policy, or agreement in effect on the date of grant specified in the Notice of Grant (the “Date of Grant”) (such as, to the extent applicable and without
limitation, the Yahoo! Inc. Employee Severance Plan for Vice Presidents and Employees, any Key Employee Income Protection Benefits letter, any executive severance agreement letter, or any other agreement between the Grantee and the Company or any
Subsidiary, or any amendment to any of the foregoing). This Award shall be subject to acceleration under Section 2(g) below, to the extent applicable in accordance with the terms thereof. 


 

	 	(iii)	 Leaves of Absence. Unless otherwise expressly provided in a Company leave of absence vesting policy
approved by the Administrator or otherwise by the Administrator, and subject to compliance with all applicable laws relating to the Grantee’s employment by the Company, Parent or Subsidiary (as applicable), in the event the Grantee takes an
authorized leave of absence from the Company, Parent or Subsidiary (as applicable), each vesting date specified in the Vesting Schedule that has not occurred as of the commencement of such leave of absence shall be tolled for the number of calendar
days in the period that the Grantee is on such leave of absence, beginning with the commencement date of such leave of absence, but not beyond the maximum term of this Award as provided in the Plan (and any RSUs that have not vested and become
non-forfeitable when such 



  
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maximum term is reached shall be automatically forfeited by the Grantee). (For example, if the scheduled vesting date is January 1, 2017 and, prior to that date the Grantee commences a leave
of absence spanning 365 calendar days, the vesting date shall (unless otherwise expressly provided in a Company leave of absence policy approved by the Administrator or otherwise by the Administrator) be tolled for 365 days and shall become January
1, 2018.) 

  

	(f)	Corporate Transactions. The following provisions shall apply to the corporate transactions described below: 

  

	 	(i)	In the event of a proposed dissolution or liquidation of the Company, the Award will terminate and be forfeited immediately prior to the consummation of such proposed transaction, unless otherwise provided by the
Administrator. 

  

	 	(ii)	In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Award shall be assumed or substituted with an equivalent award
by such successor corporation, parent or subsidiary of such successor corporation; provided that the Administrator may determine, in the exercise of its sole discretion in connection with a transaction that constitutes a permissible distribution
event under Section 409A(a)(2)(A)(v) of the Code, that in lieu of such assumption or substitution, the Award shall be vested and non-forfeitable and any conditions or restrictions on the Award shall lapse, as to all or any part of the Award,
including RSUs as to which the Award would not otherwise be non-forfeitable. 

  

	(g)	Certain Terminations of Employment within 12 Months after a Change in Control. The following provisions shall apply in the event of certain terminations of employment within 12 months after a Change in Control
(as defined below) and prior to the date the RSUs have either become vested and non-forfeitable or have been forfeited pursuant to this Agreement: 

  

	 	(i)	Termination of Employment After First Vesting Event. In the event that the Grantee’s Termination Date occurs on or after the date of the first vesting event specified in the Vesting Schedule (as
adjusted pursuant to Section (2)(e)(iii), if applicable) (the “Initial Vesting Date”), then this Award shall not be subject to any acceleration under this Section 2(g). 


 

	 	(ii)	 Termination of Employment Before First Vesting Event. In the event that, (A) during the period
of 12 months following the Change in Control, the Grantee’s employment is terminated by the Company, Parent or any Subsidiary without Cause or by the Grantee for Good Reason (as such terms are defined below), and (B) the Termination Date
is before the Initial Vesting Date, and (C) the Grantee complies with the release and other requirements described in Section 2(j) below, then the number of RSUs subject to the Award (to the extent then outstanding and not vested) that shall
become fully vested and non-forfeitable as of the later of the Termination Date or the date such release 



  
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becomes final and irrevocable shall be equal to the product obtained by multiplying the number of RSUs scheduled to vest on the Initial Vesting Date (as adjusted pursuant to Section 2(f)(ii), if
applicable), by a fraction, (x) the numerator of which is the number of months that have elapsed from the vesting commencement date set forth in the Notice of Grant (the “Vesting Commencement Date”) through the Termination Date, rounded
down to the nearest whole month, and (y) the denominator of which is the number of months from the Vesting Commencement Date through the Initial Vesting Date, rounded down to the nearest whole month (with both the numerator and the denominator
calculated exclusive of the period of any leave of absence for which a vesting schedule adjustment occurred under Section 2(e)(iii)). Any RSUs that vest pursuant to this clause (ii) shall be paid as soon as practicable after (and in no case
more than seventy-four days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke such release spans two different calendar years, payment of such RSUs will be made within such prescribed time period, but
in the second of those two years). 

  

	 	(iii)	For purposes of this Agreement, “Change in Control” shall mean the first of the following events to occur after the Date of Grant: 


 

	 	(A)	any person or group of persons (as defined in Section 13(d) and 14(d) of the Exchange Act) together with its Affiliates (as defined below), but excluding (1) the Company or any of its subsidiaries, (2) any employee
benefit plans of the Company or (3) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (individually a “Person” and collectively,
“Persons”), is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 40% or more of the combined voting power of the Company’s
then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates);


 

	 	(B)	the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than 50%
of the combined voting power of the voting securities of the Company, such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or 


 

	 	(C)	the stockholders of the Company approve a plan of complete liquidation or winding-up of the Company; or 


  
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	 	(D)	the consummation of a sale or disposition (whether directly or by merger or other business combination) of all or substantially all of the assets of the Company to a Person or Persons in one or a series of related
transactions; provided, however, that, for purposes of this paragraph (D), the assets of the Company shall not include the Company’s direct and indirect equity interests in Alibaba Group Holding Limited and Yahoo Japan Corporation.


  

	 	(iv)	For purposes of this Agreement, “Cause” and “Good Reason” shall be as defined in the Amended and Restated Yahoo! Inc. Change in Control Employee Severance Plan, as amended, that is applicable to the
Grantee. For purposes of such definitions, the term “Company” shall include a Parent or any Subsidiary of the Company. 

  

	 	(v)	For purposes of this Agreement, “Affiliate” means, with respect to any individual or entity, any other individual or entity who, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such individual or entity. 

  

	(h)	 Income Taxes. Except as provided in the next three sentences, the Company shall withhold and/or reacquire
a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the RSUs having a Fair Market Value equal to the taxes that the Company determines it or the Grantee’s employer is required to withhold under
applicable tax laws with respect to the RSUs (with such withholding obligation determined based on any applicable minimum statutory withholding rates) (“Net Share Settlement”). In the event that the Company cannot (under applicable legal,
regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in such method or in the event that the RSUs are paid in cash (as opposed to Shares), the Company may satisfy such withholding by any one or a
combination of the following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by reducing the amount of any cash otherwise payable to the Grantee with respect to the RSUs; (iii) by deducting such amount out of any
other compensation otherwise payable to the Grantee; and/or (iv) by allowing the Grantee to surrender shares of Common Stock of the Company which (A) in the case of shares initially acquired from the Company (upon exercise of a stock option or
otherwise), have been owned by the Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a Fair Market Value on the date of surrender equal to the amount required to be withheld. For these
purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld is to be determined. Notwithstanding the foregoing, if the Grantee has been
designated by the Company’s Board of Directors as an “executive officer” (as such term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) the Administrator may (but is under no obligation to) allow the
Grantee, during such times and under such terms as the Administrator may provide, to elect in advance whether tax withholding obligations in connection with any payment of the RSUs in Shares will be satisfied (1) by Net Share Settlement, or
(2) by the Grantee making a payment in cash to the Company (such election (2), a “Cash Election”); and if the Grantee has a Cash 



  
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Election in effect on the Date of Grant as to other Company RSU awards, such election shall also apply to this Award, unless and until such election is modified in accordance with its terms.


  

	(i)	No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the
Grantee’s acquisition or sale of the underlying Shares. The Grantee 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. 

  

	(j)	Conditions of Accelerated Vesting; Exclusive Remedy. The accelerated vesting provisions specified in Section 2(g) above are conditioned on (i) the Grantee’s signing a full release of any and all claims
against the Company in a release form acceptable to the Company (within the period specified in it by the Company, which in no event shall be more than fifty days following the Grantee’s Termination Date) and the Grantee’s not revoking
such release pursuant to any revocation rights afforded by applicable law, and (ii) the Grantee’s compliance with the Grantee’s obligations under his or her Employee Confidentiality and Assignment of Inventions Agreement, or similar
agreement. The Grantee agrees that such accelerated vesting benefits specified in this Agreement (and any applicable severance benefits provided under a written agreement with the Company then in effect in accordance with its terms) will
constitute the exclusive and sole remedy for any termination of the Grantee’s employment and the Grantee covenants not to assert or pursue any other remedies, at law or in equity, with respect to the Grantee’s termination and/or
employment. 

 Section 3. Miscellaneous 
  

	(a)	Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered
or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to the
Grantee’s address appearing on the books of the Company or to the Grantee’s residence or to such other address as may be designated in writing by the Grantee. Notices may also be delivered to the Grantee, during his or her employment,
through the Company’s inter-office or electronic mail systems. 

  

	(b)	No Right to Continued Employment. The Grantee understands and agrees that the vesting of Shares pursuant to Section 2 above is earned only by continuing in the employ or service of the Company at the will of
the Company (not through the act of being hired, being granted the RSUs or acquiring Shares under this Agreement). The Grantee further acknowledges and agrees that nothing in this Agreement, nor in the Plan which is incorporated in this
Agreement by reference, shall confer upon the Grantee any right with respect to continuation as an employee or consultant with the Company, a Parent or any Subsidiary, nor shall it interfere with or restrict in any way the right of the Company, a
Parent or any Subsidiary, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause and with or without advance notice.


  
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	(c)	Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and
provisions of the Plan. 

  

	(d)	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs
and successors of the Grantee. 

  

	(e)	Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.


  

	(f)	Section 409A. This Agreement and the Award are intended to comply with or be exempt from, as the case may be, Section 409A of the Code so as to not result in any tax, penalty or interest
thereunder. This Agreement and the Award shall be construed and interpreted accordingly. Except for the Company’s tax withholding rights, the Grantee shall be solely responsible for any and all tax liability with respect to the Award.


  

	(g)	Invalid Provision. The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision had been omitted. 

  

	(h)	Governing Law/Choice of Venue.  

  

	 	(i)	This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof), as
provided in the Plan. 

  

	 	(ii)	For the purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Agreement, the parties hereby submit and consent to the exclusive
jurisdiction of the State of California where this grant is made and/or to be performed and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal court of the United States for the
Northern District of California, and no other courts. 

  

	(i)	Imposition of Other Requirements. If the Grantee relocates to another country after the Date of Grant, the Company reserves the right to impose other requirements on the Grantee’s participation in the
Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing. 


  
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	(j)	Insider Trading Restrictions/Market Abuse Laws. The Grantee acknowledges that he or she is subject to the Company’s Insider Trading Policy and may be or may become subject to the Company’s 10b5-1
Trading Plan Policy, each as amended from time to time. In addition, the Grantee understands that he or she may be subject to insider trading restrictions under securities laws, market abuse laws, and/or other similar laws, and such
restrictions may affect his or her ability to acquire or sell Shares or rights to Shares. The Grantee acknowledges that it is the Grantee’s responsibility to comply with such Company policies and any additional restrictions that may apply
under applicable laws with respect to the Grantee’s acquisition, holding, and any disposition of Shares or rights to Shares. 

  

	(k)	Recoupment. Notwithstanding any other provision herein, the recoupment or “clawback” policies adopted by the Administrator and applicable to equity awards, as such policies are in effect from time
to time, shall apply to the Award and any Shares or cash that may be issued in respect of the Award. 

  

	(l)	Entire Agreement. This Agreement, the Notice of Grant and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and
supersede all prior communications, representations and negotiations in respect thereto. 

  

	(m)	Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. 


 

	(n)	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


 

	(o)	Signature. This Agreement shall be deemed executed by the Company and the Grantee as of the Date of Grant upon execution by such parties (or upon the Grantee’s online acceptance) of the Notice of Grant.



  
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