exv10w5g






Exhibit 10.5g




JABIL CIRCUIT, INC.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT




     This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made as of                                           (the “Grant Date”)
between JABIL CIRCUIT, INC. a Delaware corporation (the “Company”) and                      (the
“Grantee”).



Background Information



     A. The Board of Directors (the “Board”) and stockholders of the Company previously adopted the
Jabil Circuit, Inc. 2002 Stock Incentive Plan (the “Plan”).



     B. Section 8 of the Plan provides that the Administrator shall have the discretion and right
to grant Stock Awards, including Stock Awards denominated in units representing rights to receive
shares, to any Employees or Consultants, subject to the terms and conditions of the Plan and any
additional terms provided by the Administrator. The Administrator has made a Stock Award grant
denominated in units to the Grantee as of the Grant Date pursuant to the terms of the Plan and this
Agreement.



     C. The Compensation Committee of the Board (the “Committee”) has determined that it is
desirable for compensation delivered pursuant to such Stock Award to be eligible to qualify for an
exemption from the limit on tax deductibility of compensation under Section 162(m) of the Code, and
the Compensation Committee has determined that Section 8(b) of the Plan is applicable to such Stock
Award.



     D. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and
conditions of the Plan and this Agreement.



     E. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Agreement.



Agreement



     1. Restricted Stock Units. Subject to the terms and conditions provided in this
Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the
“Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to
receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in
accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a
stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted
Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted
Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in
accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration
for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the
Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this
Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s
Continuous Status as an Employee or Consultant terminates in certain



1









 




circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock
delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies
regulating trading by Employees and Consultants, including any applicable “blackout” or other
designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement
will be subject to any recoupment or “clawback” policy of the Company, and (v) any entitlement to
dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which
the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable
shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.




     2. Vesting.



          (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the
vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in
accordance with this Section 2. [Describe performance-based vesting restrictions].



     3. Change in Control. In the event of a Change in Control, any portion of the
Restricted Stock Units that is not yet vested on the date such Change in Control is determined to
have occurred:



          (a) shall become fully vested on the first anniversary of the date of such Change in
Control (the “Change in Control Anniversary”) if the Grantee’s Continuous Status as an
Employee or Consultant does not terminate prior to the Change in Control Anniversary;



          (b) shall become fully vested on the Date of Termination if the Grantee’s Continuous
Status as an Employee or Consultant terminates prior to the Change in Control Anniversary as
a result of termination by the Company without Cause or resignation by the Grantee for Good
Reason; or



          (c) shall not become fully vested if the Grantee’s Continuous Status as an Employee or
Consultant terminates prior to the Change in Control Anniversary as a result of termination
by the Company for Cause or resignation by the Grantee without Good Reason, but only to the
extent such Restricted Stock Units have not previously become vested.


For purposes of this Agreement, the references to “fully vested” refer to vesting of the number of
Restricted Stock Units that would vest upon achievement of the maximum level of achievement of the
Performance Goal under Section 2. This Section 3 shall supersede the standard vesting provision
contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting
of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of
any Restricted Stock Units that otherwise would occur at the end of the Performance Period under
the terms of the standard vesting provision contained in Section 2 of this Agreement.



For purposes of this Section 3, the following definitions shall apply:




          (d) “Cause” means:



2









 





               (i) The Grantee’s conviction of a crime involving fraud or dishonesty; or



               (ii) The Grantee’s continued willful or reckless material misconduct in the
performance of the Grantee’s duties after receipt of written notice from the Company
concerning such misconduct;


provided, however, that for purposes of Section 3(d)(ii), Cause shall not include
any one or more of the following: bad judgment, negligence or any act or omission
believed by the Grantee in good faith to have been in or not opposed to the interest
of the Company (without intent of the Grantee to gain, directly or indirectly, a
profit to which the Grantee was not legally entitled).




          (e) “Good Reason” means:



               (i) The assignment to the Grantee of any duties adverse to the Grantee and
materially inconsistent with the Grantee’s position (including status, titles and
reporting requirement), authority, duties or responsibilities, or any other action by
the Company that results in a material diminution in such position, authority, duties
or responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action that is not taken in bad faith;



               (ii) Any material reduction in the Grantee’s compensation; or



               (iii) Change in location of the Grantee’s assigned office of more than 35 miles
without prior consent of the Grantee.


The Grantee’s resignation will not constitute a resignation for Good Reason unless
the Grantee first provides written notice to the Company of the existence of the Good
Reason within 90 days following the effective date of the occurrence of the Good
Reason, and the Good Reason remains uncorrected by the Company for more than 30 days
following receipt of such written notice of the Good Reason from the Grantee to the
Company, and the effective date of the Grantee’s resignation is within one year
following the effective date of the occurrence of the Good Reason.




     4. Timing and Manner of Settlement of Restricted Stock Units.



          (a) Settlement Timing. Unless and until the Restricted Stock Units become vested and
non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee
will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will
be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the
event of death) a number of Shares equal to the number of Restricted Stock Units that have become
vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of
Restricted Stock Units that become vested and non-forfeitable as of the end of the Performance
Period in accordance with Section 2 of this Agreement (including Restricted Stock Units not
forfeited by operation of Section 6(a) or 6(c)), such Restricted Stock



3









 




Units will be settled at a date that is as prompt as practicable after the Determination Date
but in no event later than two and one-half (2-1/2) months after the end of the Performance Period
(settlement that is prompt but in no event later than two and one-half (2-1/2) months after the
applicable vesting date is referred to herein as “Prompt Settlement”). The settlement of
Restricted Stock Units that become vested and non-forfeitable in circumstances governed by Section
3 or Section 6(b) will be as follows:




               (i) Restricted Stock Units that do not constitute a deferral of compensation under Code
Section 409A will be settled as follows:



                    (A) Restricted Stock Units that become vested in accordance with Section 6(b)
(due to the Grantee’s death) will be settled within the period extending to not
later than two and one-half (2-1/2) months after the later of the end of calendar
year or the end of the Company’s fiscal year in which death occurred; and



                    (B) Restricted Stock Units that become vested in accordance with Section 3(a)
(on the Change in Control Anniversary) or Section 3(b) (during the year following a
Change in Control) will be settled in a Prompt Settlement following the applicable
vesting date under Section 3(a) or 3(b).



               (ii) Restricted Stock Units that constitute a deferral of compensation under Code
Section 409A (“409A RSUs”) will be settled as follows:



                    (A) 409A RSUs that become vested in accordance with Section 6(b) (due to the
Grantee’s death) will be settled on the 30th day after the date of the
Grantee’s death;



                    (B) 409A RSUs that become vested in accordance with Section 3(a) (on the Change
in Control Anniversary), if in connection with the Change in Control there occurred
a change in the ownership of the Company, a change in effective control of the
Company or a change in the ownership of a substantial portion of the assets of the
Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in
Control”), will be settled in a Prompt Settlement following the first anniversary of
the 409A Change in Control, and if there occurred no 409A Change in Control in
connection with the Change in Control, such 409A RSUs will be settled in a Prompt
Settlement following the earliest of the end of the Performance Period (following
the Determination Date), one year after a 409A Change in Control not related to the
Change in Control or the termination of the Grantee’s Continuous Status as an
Employee or Consultant, subject to Section 9(b) (including the six-month delay
rule); and



                    (C) 409A RSUs that become vested in accordance with Section 3(b) (during the
year following a Change in Control) will be settled in a Prompt Settlement following
termination of the Grantee’s Continuous Status as an Employee or Consultant, subject
to Section 9(b) (including the six-month delay rule).



4









 





          (b) Manner of Settlement. The Company may make delivery of shares of Common Stock in
settlement of Restricted Stock Units by either delivering one or more certificates representing
such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of
the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into
a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner,
with the consent of the Grantee). In no event will the Company issue fractional Shares.



          (c) Effect of Settlement. Neither the Grantee nor any of the Grantee’s successors,
heirs, assigns or personal representatives shall have any further rights or interests in any
Restricted Stock Units that have been paid and settled. Although a settlement date or range of
dates for settlement are specified above in order to comply with Code Section 409A, the Company
retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee
shall have any claim for damages or loss by virtue of the fact that the market price of Common
Stock was higher on a given date upon which settlement could have been made as compared to the
market price on or after the actual settlement date (any claim relating to settlement will be
limited to a claim for delivery of Shares and related dividend equivalents).



     5. Restrictions on Transfer. The Grantee shall not have the right to make or permit
to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of
the Restricted Stock Units, related rights to dividend equivalents or any other rights relating
thereto, whether outright or as security, with or without consideration, voluntary or involuntary,
and the Restricted Stock Units, related rights to dividend equivalents and other rights relating
thereto, shall not be subject to execution, attachment, lien, or similar process; provided,
however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any
settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner
and to the extent permitted by the Administrator. Any purported transfer or other transaction not
permitted under this Section 5 shall be deemed null and void.



     6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee
shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend
equivalents if his Continuous Status as an Employee or Consultant terminates for any reason before
the Restricted Stock Units become vested in accordance with Section 2 or Section 3 of this
Agreement.



          (a) Retirement. In the event of the Grantee’s Retirement in accordance with the terms
and conditions set forth in this Section 6(a), the Grantee’s Continuous Status as an Employee or
Consultant shall be treated as not having terminated for a number of years determined in accordance
with this Section 6(a) for purposes of application of the vesting provisions of this Agreement.
For purposes of this Section 6(a), “Retirement” means termination of the Grantee’s Continuous
Status as an Employee or Consultant after the earliest of:



               (i) The Grant Date or the end of the Company fiscal year in the Performance
Period at which the Grantee has attained age fifty (50) and completed fifteen (15)
Full Years of Continuous Status as an Employee or Consultant;



5









 





               (ii) The Grant Date or the end of the Company fiscal year in the Performance
Period at which the Grantee has attained age fifty-eight (58) and completed ten (10)
Full Years of Continuous Status as an Employee or Consultant; or



               (iii) The Grant Date or the end of the Company fiscal year in the Performance
Period at which the Grantee has attained age sixty-two (62) and completed five (5)
Full Years of Continuous Status as an Employee or Consultant.



     For purposes of this Section 6(a), “Full Year” means a twelve-month period beginning on the
date of the Grantee’s commencement of service for the Company or a Subsidiary and each anniversary
thereof. Except as otherwise provided in this Section 6(a), the time period of Continuous Status
as an Employee or Consultant for a Grantee whose service with the Company or a Subsidiary
terminates and who subsequently returns to service with the Company or a Subsidiary shall include
all time periods of the Grantee’s service for the Company or a Subsidiary for purposes of this
Section 6(a). This Section 6(a) will only apply to a Retirement if the Grantee’s Continuous Status
as an Employee or Consultant does not terminate due to Cause as defined in this Agreement. In
addition, this Section 6(a) will only apply to a Retirement if the Grantee executes the agreement,
if any, required under Section 6(d). For a Grantee who became an Employee or Consultant of the
Company or a Subsidiary following the acquisition of his or her employer by the Company or a
Subsidiary, service with the acquired employer shall not count toward the number of years of the
Grantee’s Continuous Status as an Employee or Consultant for purposes of this Section 6(a), and
Continuous Status as an Employee or Consultant shall be measured from the commencement of the
Grantee ’s service for the Company or a Subsidiary following such acquisition. For purposes of
this Section 6(a), the number of years of the Grantee’s Continuous Status as an Employee or
Consultant shall also include service with Jabil Circuit Co., a Michigan corporation and
predecessor to the Company, and any Predecessor Subsidiary. For purposes of this Section 6(a),
“Predecessor Subsidiary” means a company of which not less than fifty percent (50%) of the voting
shares were held by Jabil Circuit Co. or a Predecessor Subsidiary. For purposes of this Section
6(a), for a Grantee who subsequent to the Grant Date performs service for the Company or a
Subsidiary in a role as an employee of the Company or a Subsidiary that no longer includes being a
state law officer of the Company or a substantially equivalent position of a Subsidiary
(“Subsequent Non-Officer Service”), the time period of such Grantee’s Continuous Status as an
Employee or Consultant shall not include the time period of any such Subsequent Non-Officer
Service, but shall include any time period during which such Grantee subsequently resumes service
for the Company or a Subsidiary in a role as an employee of the Company or a Subsidiary that
includes being a state law officer of the Company or a substantially equivalent position of a
Subsidiary.



     If this Section 6(a) applies to the Grantee’s Retirement, the Grantee’s Continuous Status as
an Employee or Consultant shall be treated as not having terminated for the number of years
beginning on the effective date of the Retirement, or the remaining portion of the vesting period,
whichever is applicable, in accordance with the following table based on the Grantee’s age and full
years of Continuous Status as an Employee or Consultant at the later of the Grant Date or the
Company’s fiscal year-end next preceding the effective date of the Retirement:



6









 





	 	 	 	 	 	 	 	 	 
	 	 	Full Years of Continuous Status as an Employee or Consultant
	Age	 	5 Years	 	10 Years	 	15 Years	 	20 or More Years
	50 – 54
	 	None
	 	None
	 	1 year
	 	2 years
	55 – 57
	 	None
	 	None
	 	2 years
	 	Full vesting period
	58 – 61
	 	None
	 	2 years
	 	3 years
	 	Full vesting period
	62 or Older
	 	Full vesting period
	 	Full vesting period
	 	Full vesting period
	 	Full vesting period





Accordingly, upon such Retirement, Restricted Stock Units that otherwise would be forfeited because
the Performance Period would end at a date after the effective date of the Retirement will not be
forfeited if the end of the Performance Period would have been reached had the Grantee remained in
Continuous Status as an Employee or Consultant for the additional period specified in the table
above. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of
such Restricted Stock Units will remain subject to Section 4. Any portion of the Restricted Stock
Units that could not potentially become vested under Section 2 assuming the Grantee’s Continuous
Status as an Employee or Consultant as set forth in the above table will be forfeited upon
Retirement. The death of the Grantee following Retirement or a Change in Control following
Retirement shall not affect the application of this Section 6(a), although such events will trigger
a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(a) in
accordance with Section 4




          (b) Death. In the event that the Grantee’s Continuous Status as an Employee or
Consultant terminates due to death at a time that Grantee’s Restricted Stock Units have not yet
vested, a pro rata portion of the Grantee’s Restricted Stock Units shall vest as follows:
[Describe vesting].



          (c) Disability. In the event that the Grantee’s Continuous Status as an Employee or
Consultant terminates due to Disability at a time that any portion of the Grantee’s Restricted
Stock Units have not yet vested, a pro rata portion of the Grantee’s Restricted Stock Units shall
remain outstanding and shall be eligible for future vesting based on the actual level of
achievement in the Performance Period, provided, however, that non-forfeiture of such Restricted
Stock Units will only apply if the Grantee executes the agreement, if any, required under Section
6(d). The pro rata portion shall be calculated as follows: [Describe vesting]. No fractional
Shares shall be issued, and subject to the limitations under Section 2(b) on the number of related
Shares available under this Agreement (that is, 150 percent of the related Shares through the first
Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would
have resulted from the foregoing calculations shall be rounded up to the next whole Share. Vesting
of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted
Stock Units will remain subject to Section 4. The death of the Grantee following a termination
governed by this Section 6(c), or a Change in Control following such termination, shall not
increase or decrease the number of Restricted Stock Units forfeited or



7









 




not forfeited under this Section 6(c), although such events will trigger a settlement of the
Restricted Stock Units not forfeited by operation of this Section 6(c) in accordance with Section
4. Any Restricted Stock Units that were unvested at the date of a termination governed by this
Section 6(c) which exceed the pro rata portion of the Restricted Stock Units that remain
outstanding under this Section 6(c) shall be forfeited.




          (d) Execution of Separation Agreement and Release. Unless otherwise determined by the
Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under
Section 6(a) or upon a termination due to Disability under Section 6(c), the Grantee shall be
required to execute a separation agreement and release, in a form prescribed by the Administrator,
setting forth covenants relating to noncompetition, nonsolicitation, nondisparagement,
confidentiality and similar covenants for the protection of the Company’s business, and releasing
the Company from liability in connection with the Grantee’s termination. Such agreement shall
provide for the forfeiture and/or clawback of the Restricted Stock Units subject to Section 6(a) or
6(c), and the Shares of Common Stock issued or issuable in settlement of the Restricted Stock
Units, and related dividend equivalents and any other related rights, in the event of the Grantee’s
failure to comply with the terms of such agreement. The Administrator will provide the form of
such agreement to the Grantee at the date of termination, and the Grantee must execute and return
such form within the period specified by law or, if no such period is specified, within 21 days
after receipt of the form of agreement, and not revoke such agreement within any permitted
revocation period (the end of these periods being the “Agreement Effectiveness Deadline”). If any
Restricted Stock Units subject to Section 6(a) or 6(c) or related rights would be required to be
settled before the Agreement Effectiveness Deadline, the settlement shall not be delayed pending
the receipt and effectiveness of the agreement, but any such Restricted Stock Units or related
rights settled before such receipt and effectiveness shall be subject to a “clawback” (repaying to
the Company the Shares and cash paid upon settlement) in the event that the agreement is not
received and effective and not revoked by the Agreement Effectiveness Deadline.



     7. Dividend Equivalents; Adjustments.



          (a) Dividend Equivalents. During the period beginning on the Grant Date and ending on
the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue
dividend equivalents on Restricted Stock Units (including electively deferred 409A RSUs) equal to
the cash dividend or distribution that would have been paid on the Restricted Stock Unit had the
Restricted Stock Unit been an issued and outstanding Share of Common Stock on the record date for
the dividend or distribution. Such accrued dividend equivalents (i) will vest and become payable
upon the same terms and at the same time of settlement as the Restricted Stock Units to which they
relate, and (ii) will be denominated and payable solely in cash. Dividend equivalent payments, at
settlement, will be net of applicable federal, state, local and foreign income and social insurance
withholding taxes (subject to Section 8).



          (b) Adjustments. The number of Restricted Stock Units (including electively deferred
409A RSUs) credited to the Grantee, [Describe any other measurements to be adjusted], shall be
subject to adjustment by the Company, in accordance with Section 11 of the Plan, in order to
preserve without enlarging the Grantee’s rights with respect to such Restricted Stock Units. Any
such adjustment shall be made taking into account any crediting of cash dividend



8









 




equivalents to the Grantee under Section 7(a) in connection with such transaction or event.
In the case of an extraordinary cash dividend, the Committee may determine to adjust Grantee’s
Restricted Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under
Section 7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be
subject to the same forfeiture and settlement terms as applied to the related Restricted Stock
Units prior to the adjustment.




     8. Responsibility for Taxes and Withholding. Regardless of any action the Company,
any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax,
social insurance, payroll tax, payment on account or other tax-related items related to the
Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”),
the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the
Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its
affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no
representations or undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of
the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant
to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not
commit to and are under no obligation to structure the terms of any award to reduce or eliminate
the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if
the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the
date of any relevant taxable event, the Grantee acknowledges that the Company and/or its
Subsidiaries may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.



     Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or
make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all
Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or
their respective agents, at their discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the following:



          (a) withholding from the Grantee’s wages or other cash compensation paid to the Grantee
by the Company and/or its Subsidiaries; or



          (b) withholding from proceeds of the Shares acquired following settlement either
through a voluntary sale or through a mandatory sale arranged by the Company (on the
Grantee’s behalf pursuant to this authorization); or



          (c) withholding in Shares to be delivered upon settlement; or



          (d) withholding from dividend equivalent payments (payable in cash) related to the
Shares to be delivered at settlement.


To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account
for Tax-Related Items by considering applicable minimum statutory withholding amounts or other
applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding
in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares
attributable to the awarded Restricted Stock Units, notwithstanding






9









 







that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as
a result of any aspect of the Grantee’s participation in the Plan.




     Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of
Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account
for as a result of the Grantee’s participation in the Plan that are not satisfied by the means
previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the
sale of Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with
the Tax-Related Items.



     9. Code Section 409A.



          (a) General. Payments made pursuant to this Agreement are intended to be exempt from
Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other
provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will
apply in order that the Restricted Stock Units, and related dividend equivalents and any other
related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the
Company reserves the right, to the extent the Company deems necessary or advisable in its sole
discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all
Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt
from or otherwise comply, and in operation comply, with Code Section 409A (including, without
limitation, the avoidance of penalties thereunder). Other provisions of the Plan and this
Agreement notwithstanding, the Company makes no representations that the Restricted Stock Units,
and related dividend equivalents and any other related rights, will be exempt from or avoid any
penalties that may apply under Code Section 409A, makes no undertaking to preclude Code Section
409A from applying to the Restricted Stock Units and related dividend equivalents and any other
related rights, and will not indemnify or provide a gross up payment to a Grantee (or his
beneficiary) for any taxes, interest or penalties imposed under Code Section 409A. Other
restrictions and limitations under any deferred compensation plan or general rules applicable to
deferrals apply to electively deferred 409A RSUs and related dividend equivalents and, if those
provisions apply and are compliant with Code Section 409A, they shall take precedence over
inconsistent provisions of this Section 9.



          (b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following
restrictions will apply:



               (i) Separation from Service. Any payment in settlement of the 409A RSUs that
is triggered by a termination of Continuous Status as an Employee or Consultant (or other
termination of employment) hereunder will occur only if the Grantee has had a “separation
from service” within the meaning of Treasury Regulation § 1.409A-1(h), with such separation
from service treated as the termination for purposes of determining the timing of any
settlement based on such termination.



               (ii) Six-Month Delay Rule. The “six-month delay rule” will apply to 409A RSUs
if these four conditions are met:



10









 





                    (A) the Grantee has a separation from service (within the meaning of Treasury
Regulation § 1.409A-1(h)) for a reason other than death;



                    (B) a payment in settlement is triggered by such separation from service; and



                    (C) the Grantee is a “specified employee” under Code Section 409A.


If it applies, the six-month delay rule will delay a settlement of 409A RSUs triggered by
separation from service where the settlement otherwise would occur within six months after
the separation from service, subject to the following:




                    (D) any delayed payment shall be made on the date six months and one day after
separation from service;



                    (E) during the six-month delay period, accelerated settlement will be permitted
in the event of the Grantee’s death and for no other reason (including no
acceleration upon a Change in Control) except to the extent permitted under Code
Section 409A; and



                    (F) any settlement that is not triggered by a separation from service, or is
triggered by a separation from service but would be made more than six months after
separation (without applying this six-month delay rule), shall be unaffected by the
six-month delay rule.



          (c) Other Compliance Provisions. The following provisions apply to Restricted Stock
Units:



               (i) Each tranche of Restricted Stock Units (including dividend equivalents
accrued thereon) that potentially could vest at the end of the Performance Period or
on account of a separate Determination Date under Section 2 shall be deemed a
separate payment for purposes of Code Section 409A.



               (ii) The settlement of 409A RSUs may not be accelerated by the Company except
to the extent permitted under Code Section 409A. The Company may, however,
accelerate vesting (i.e., may waive the risk of forfeiture tied to termination of
the Grantee’s Continuous Status as an Employee or Consultant) of 409A RSUs, without
changing the settlement terms of such 409A RSUs.



               (iii) It is understood that Good Reason for purposes of this Agreement is
limited to circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).



               (iv) Any election to defer settlement of Restricted Stock Units must comply
with the election timing rules under Code Section 409A.



11









 





               (v) Any restriction imposed on 409A RSUs hereunder or under the terms of other
documents solely to ensure compliance with Code Section 409A shall not be applied to
a Restricted Stock Unit that is not a 409A RSU except to the extent necessary to
preserve the status of such Restricted Stock Unit as not being a “deferral of
compensation” under Code Section 409A.



               (vi) If any mandatory term required for 409A RSUs or other RSUs, or related
dividend equivalents or other related rights, to avoid tax penalties under Code
Section 409A is not otherwise explicitly provided under this document or other
applicable documents, such term is hereby incorporated by reference and fully
applicable as though set forth at length herein.



               (vii) In the case of any settlement of Restricted Stock Units during a
specified period following the Determination Date or other date triggering a right
to settlement, the Grantee shall have no influence (other than permitted deferral
elections) on any determination as to the tax year in which the settlement will be
made.



               (viii) In the case of any Restricted Stock Unit that is not a 409A RSU, if the
circumstances arise constituting a Disability but termination of the Grantee’s
Continuous Status as an Employee or Consultant has not in fact resulted immediately
without an election by the Grantee, then only the Company or a Subsidiary may elect
to terminate the Grantee’s Continuous Status as an Employee or Consultant due to
such Disability.



               (ix) If the Company has a right of setoff that could apply to a 409A RSU, such
right may only be exercised at the time the 409A RSU would have been settled, and
may be exercised only as a setoff against an obligation that arose not more than 30
days before and within the same year as the settlement date if application of such
setoff right against an earlier obligation would not be permitted under Code Section
409A.



     10. Deferral. If permitted by the Administrator, the issuance of the Shares issuable
with respect to the Restricted Stock Units may be deferred upon such terms and conditions as
determined by the Administrator, subject to the Administrator’s determination that any such right
of deferral or any term thereof complies with applicable laws or regulations in effect from time to
time, including but not limited to Section 409A of the Code and the Employee Retirement Income
Security Act of 1974, as amended. Shares issuable with respect to electively deferred 409A RSUs,
and related dividend equivalents, shall remain subject to the terms and conditions of this
Agreement, and for this purpose shall be considered rights related to the 409A RSUs, to the extent
applicable and not otherwise superseded by any deferred compensation plan or general rules
applicable to electively deferred 409A RSUs, until such 409A RSUs are settled and the Shares
issued, including but not limited to Sections 5, 6(d), 7, 8, 9, 11, 12, 13, 14, 15 and 16 of this
Agreement.



     11. No Effect on Employment or Rights under Plan. Nothing in the Plan or this
Agreement shall confer upon the Grantee the right to continue in the employment of the Company or
any Subsidiary or affect any right which the Company or any Subsidiary may have



12









 




to terminate the employment of the Grantee regardless of the effect of such termination of
employment on the rights of the Grantee under the Plan or this Agreement. If the Grantee’s
employment is terminated for any reason whatsoever (and whether lawful or otherwise), he will not
be entitled to claim any compensation for or in respect of any consequent diminution or extinction
of his rights or benefits (actual or prospective) under this Agreement or any Award or otherwise in
connection with the Plan. The rights and obligations of the Grantee under the terms of his
employment with the Company or any Subsidiary will not be affected by his participation in the Plan
or this Agreement, and neither the Plan nor this Agreement form part of any contract of employment
between the Grantee and the Company or any Subsidiary. The granting of Awards under the Plan is
entirely at the discretion of the Administrator, and the Grantee shall not in any circumstances
have any right to be granted an Award.




     12. Governing Laws. This Agreement shall be construed and enforced in accordance with
the laws of the State of Florida.



     13. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure
to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal
representatives, successors and permitted assigns. In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained herein. Subject to
the terms and conditions of the Plan, any rules adopted by the Company or the Administrator and
applicable to this Agreement and the terms of any elective deferral of the Grantee applicable to
the Restricted Stock Units, which are incorporated herein by reference, this Agreement expresses
the entire understanding and agreement of the parties hereto with respect to such terms,
restrictions and limitations. Section headings used herein are for convenience of reference only
and shall not be considered in construing this Agreement.



     14. Grantee Acknowledgements and Consents.



          (a) Grantee Consent. By accepting this Agreement electronically, the Grantee
voluntarily acknowledges and consents to the collection, use, processing and transfer of personal
data as described in this Section 14(a). The Grantee is not obliged to consent to such collection,
use, processing and transfer of personal data; however, failure to provide the consent may affect
the Grantee’s ability to participate in the Plan. The Company and its subsidiaries hold, for the
purpose of managing and administering the Plan, certain personal information about the Grantee,
including the Grantee’s name, home address and telephone number, date of birth, social security
number or other Grantee identification number, salary, nationality, job title, any shares of stock
or directorships held in the Company, and details of all options or any other entitlement to Shares
of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Grantee’s
favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as
necessary for the purpose of implementation, administration and management of the Grantee’s
participation in the Plan and the Company and/or any of its subsidiaries may each further transfer
Data to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area, or
elsewhere throughout the world, in countries that may have different data



13









 




privacy laws and protections than the Grantee’s country, such as the United States. By
accepting this Agreement electronically, the Grantee authorizes them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Grantee’s participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan and/or the subsequent
holding of Shares on the Grantee’s behalf to a broker or other third party with whom the Grantee
may elect to deposit any Shares acquired pursuant to the Plan. The Grantee may, at any time,
review Data, require any necessary amendments to it or withdraw the consents herein in writing by
contacting the Administrator; however, withdrawing consent may affect the Grantee’s ability to
participate in the Plan.




          (b) Voluntary Participation. The Grantee’s participation in the Plan is voluntary.
The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise
expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the
Restricted Stock Units are not part of normal or expected compensation for purposes of calculating
any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.



          (c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY,
THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND
OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE “PLAN DOCUMENTS”). THE COMPANY WILL DELIVER
THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS
INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE
DISCRETION. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH
PROCEDURES AND DELIVERY MAY BE EFFECTED BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO
PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY,
THE GRANTEE HEREBY CONSENTS TO ANY AND ALL PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH
FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING
THIS AGREEMENT, THAT THE COMPANY MAY ELECT TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS
THE SAME AS, AND WILL HAVE THE SAME FORCE AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL
SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR
THE GRANTEE’S REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN
DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT
INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER
NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A
WRITTEN REQUEST FOR A PAPER COPY TO THE ADMINISTRATOR. THE GRANTEE’S CONSENT TO ELECTRONIC
DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE
TERMINATION OF THE



14









 




GRANTEE’S PARTICIPATION IN THE PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEE’S CONSENT TO
ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT
THE GRANTEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE
OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE
GRANTEE WITHDRAWS HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME
SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE
WITHDRAWAL NOTICE. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS
ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN
DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS
SOLE DISCRETION.




          (d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee
relating to the Grantee’s Restricted Stock Units and related dividend equivalents and any other
related rights shall constitute bookkeeping entries on the books of the Company and shall not
create in the Grantee any right to, or claim against, any specific assets of the Company or any
Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With
respect to the Grantee’s entitlement to any payment hereunder, the Grantee shall be a general
creditor of the Company.



     15. Additional Acknowledgements. By accepting this Agreement electronically, the
Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the
terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the
prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to
request a copy of the Plan in accordance with the procedure described in the prospectus, has had an
opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and
fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and this Agreement.



     16. Country Appendix. Notwithstanding any provision of this Agreement to the
contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall
be subject to the applicable terms and provisions as set forth in the Country Appendix attached
hereto and incorporated herein, if any, for the Grantee’s country of residence (and country of
employment or engagement as a Consultant, if different).


Acceptance by the Grantee



By selecting the “I accept” box on the website of the Company’s administrative agent, the Grantee
acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and any other
rules, agreements or other terms and conditions incorporated herein by reference.







15









 








COUNTRY APPENDIX

ADDITIONAL TERMS AND CONDITIONS TO RESTRICTED STOCK UNIT AWARD AGREEMENT

(Non-US and Non-EU)



This Country Appendix includes the following additional terms and conditions that govern the
Grantee’s Stock Award for all Grantees that reside and/or work (i) outside of the United States and
(ii) outside of an European Union jurisdiction.



Notifications



This Country Appendix also includes information regarding exchange controls and certain other
issues of which the Grantee should be aware with respect to the Grantee’s participation in the
Plan. The information is based on the securities, exchange control and other laws in effect in the
respective countries as of October 2010. Such laws are often complex and change frequently. As a
result, the Company strongly recommends that the Grantee not rely on the information in this
Country Appendix as the only source of information relating to the consequences of the Grantee’s
participation in the Plan because the information may be out of date at the time that the
Restricted Stock Units vest, or Shares are delivered in settlement of the Restricted Stock Units,
or the Grantee sells any Shares acquired under the Plan.



In addition, the information contained herein is general in nature and may not apply to the
Grantee’s particular situation, and none of the Company, its Subsidiaries, nor the Administrator is
in a position to assure the Grantee of a particular result. Accordingly, the Grantee is advised to
seek appropriate professional advice as to how the relevant laws in the Grantee’s country of
residence and/or work may apply to the Grantee’s situation.



Finally, if the Grantee transfers employment after the Grant Date, or is considered a resident of
another country for local law purposes following the Grant Date, the notifications contained herein
may not be applicable to the Grantee, and the Administrator shall, in its discretion, determine to
what extent the terms and conditions contained herein shall be applicable to the Grantee.



Terms and Conditions Applicable to All Jurisdictions



English Language. The Grantee acknowledges and agrees that it is the Grantee’s express
intent that this Agreement, the Plan and all other documents, rules, procedures, forms, notices and
legal proceedings entered into, given or instituted pursuant to the Stock Award, be drawn up in
English. If the Grantee has received this Agreement, the Plan or any other rules, procedures,
forms or documents related to the Stock Award 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.



Repatriation; Compliance with Laws. The Grantee agrees, as a condition of the grant of the
Stock Award, to repatriate all payments attributable to the Award and/or cash acquired under the






16









 







Plan (including, but not limited to, dividends, dividend equivalents, and any proceeds derived from
the sale of the Shares acquired pursuant to the Agreement) in accordance with all foreign exchange
rules and regulations applicable to the Grantee. The Company and the Administrator reserve the
right to impose other requirements on the Grantee’s participation in the Plan, on the Restricted
Stock Units and on any Shares acquired or cash payments made pursuant to the Agreement, to the
extent the Company, its Subsidiaries or the Administrator determines it is necessary or advisable
in order to comply with local law or to 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. Finally, the Grantee agrees to take any and all actions as may be required to
comply with the Grantee’s personal legal and tax obligations under all laws, rules and regulations
applicable to the Grantee.



Commercial Relationship. The Grantee expressly recognizes that the Grantee’s participation
in the Plan and the Company’s Stock Award grant does not constitute an employment relationship
between the Grantee and the Company. The Grantee has been granted Stock Awards as a consequence of
the commercial relationship between the Company and the Company’s Subsidiary that employs the
Grantee, and the Company’s Subsidiary is the Grantee’s sole employer. Based on the foregoing, (a)
the Grantee expressly recognizes the Plan and the benefits the Grantee may derive from
participation in the Plan do not establish any rights between the Grantee and the Subsidiary that
employs the Grantee, (b) the Plan and the benefits the Grantee may derive from participation in the
Plan are not part of the employment conditions and/or benefits provided by the Subsidiary that
employs the Grantee, and (c) any modifications or amendments of the Plan by the Company or the
Administrator, or a termination of the Plan by the Company, shall not constitute a change or
impairment of the terms and conditions of the Grantee’s employment with the Subsidiary that employs
the Grantee.



Private Placement. The grant of the Stock Award is not intended to be a public offering of
securities in the Grantee’s country of residence and/or employment but instead is intended to be a
private placement. As a private placement, the Company has not submitted any registration
statement, prospectus or other filings with the local securities authorities (unless otherwise
required under local law), and the grant of the Stock Award is not subject to the supervision of
the local securities authorities.



Additional Acknowledgements. The GRANTEE also acknowledges and agrees to the following:





	 	•	 	The grant of the Stock Award is voluntary and occasional and does not create any
contractual or other right to receive future grants of Stock Awards, or benefits in lieu of
the Stock Award even if Stock Awards have been granted repeatedly in the past.
	 
	 	•	 	The future value of the Shares and any related dividend equivalents is unknown and
cannot be predicted with certainty.
	 
	 	•	 	No claim or entitlement to compensation or damages arises from the forfeiture of the
Stock Award or any of the Restricted Stock Units or related dividend equivalents, the
termination of the Plan, or the diminution in value of the Restricted Stock Units or




17









 






	 	 	 	Shares, and the Grantee irrevocably releases the Company, its Subsidiaries, the
Administrator and their affiliates from any such claim that may arise.
	 
	 	•	 	None of the Company, its Subsidiaries, nor the Administrator is providing any tax, legal
or financial advice or making any recommendations regarding the Grantee’s participation in
the Plan, the grant, vesting or settlement of the Grantee’s Restricted Stock Units, or the
Grantee’s acquisition or sale of the Shares delivered in settlement of the Restricted Stock
Units. The Grantee is hereby advised to consult with his own personal tax, legal and
financial advisors regarding his participation in the Plan before taking any action related
to the Plan.




Notifications Applicable To Brazil



Exchange Control Information. If the Grantee is resident or domiciled in Brazil, the
Grantee will be required to submit annually a declaration of assets and rights held outside of
Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to
or greater than US$100,000. Assets and rights that must be reported include Restricted Stock Units
and Shares.



Terms and Conditions Applicable to China



Exchange Control Requirements. The Grantee understands and agrees that, due to exchange
control laws in China, the Grantee will be required to immediately repatriate the proceeds from the
sale of Shares and any dividends and dividend equivalents received in relation to the Shares to
China. The Grantee further understands that the repatriation of such amounts may need to be
effected through a special exchange control account established by the Company or the Subsidiary in
China, and the Grantee hereby consents and agrees that all amounts derived from the Stock Award
granted under the Plan may be transferred to such special account prior to being delivered to the
Grantee’s personal account. Further, to the extent required to comply with any foreign exchange
rules, regulations or agreements with governmental authorities, the Grantee specifically authorizes
the Company, the Subsidiary that employs the Grantee, the Administrator or their respective agents,
to sell the Shares acquired under the Plan, following the termination of the Grantee’s Continuous
Status as an Employee or Consultant or at some other time determined by the Company or the
Administrator, including immediately following settlement of the Restricted Stock Units, and to
repatriate the sale proceeds in such manner as may be designated by the Company or the
Administrator.



Shares Must Remain With Company’s Designated Broker. The Grantee agrees to hold the Shares
received upon settlement of the Restricted Stock Units with the Company’s designated broker until
the Shares are sold.



Terms and Conditions Applicable to Hong Kong



Warning: The Stock Award and any Shares issued pursuant to the settlement of the Restricted Stock
Units do not constitute a public offering of securities under Hong Kong law and are available only
to employees of the Company and its Subsidiaries. The Agreement, the Plan, and any rules,
procedures, forms or other incidental communication materials have not been prepared in accordance
with and are not intended to constitute a “prospectus” for a public






18









 







offering of securities under the applicable securities legislation in Hong Kong, nor have the
documents been reviewed by any regulatory authority in Hong Kong. The Stock Award and any related
documentation are intended only for the personal use of each eligible employee of the Company or
its Subsidiaries and may not be distributed to any other person. If the Grantee is in any doubt
about any of the contents of the Agreement, the Plan, or any rules, procedures or forms, the
Grantee should obtain independent professional advice.



Sale of Shares. In the event that the Restricted Stock Units are settled within six months
of the Grant Date, the Grantee agrees that the Grantee (or his beneficiary) will not sell the
Shares acquired prior to the six-month anniversary of the Grant Date.



Notifications Applicable to Malaysia



Director Reporting Requirement. If the Grantee is a director of the local affiliate in
Malaysia, the Grantee has an obligation to notify the local affiliate in Malaysia in writing: (i)
when the Grantee is granted a Stock Award under the Plan, (ii) when the Grantee’s Restricted Stock
Units are settled and the Grantee receives Shares, (iii) when Shares are sold or (iv) when there is
an event giving rise to a change with respect to the Grantee’s interest in the Company. The
Grantee must provide this notification within 14 days of the date the interest is acquired or
disposed of or the occurrence of the event giving rise to the change to enable the local affiliate
in Malaysia to comply with the relevant requirements of the Malaysian authorities. The Malaysian
Companies Act prescribes criminal penalties for directors who fail to provide such notice.



Notifications Applicable to Singapore



Director Notification Obligation. The Grantee acknowledges that if he is a director or
shadow director of a Subsidiary in Singapore, he is subject to certain notification requirements
under the Singapore Companies Act. Among these requirements is an obligation to notify the
Subsidiary in Singapore in writing when he receives an interest (e.g., Restricted Stock Units,
Shares) in the Company. In addition, the Grantee acknowledges that he must notify the Subsidiary
in Singapore when he sells Shares. These notifications must be made within two days of acquiring
or disposing of an interest in the Company. In addition, the Grantee acknowledges that he must
make a notification of his interest in the Company within two days of becoming a director.



Securities Law Information. The Plan is offered on a private basis in reliance on section
273(1)(f) of the Securities and Futures Act (“SFA”), under which it is exempt from the prospectus
and registration requirements of the SFA.



Notifications Applicable to Ukraine



Exchange Control Notification. The Grantee is obligated to file certain reports with the
National Bank of Ukraine (“NBU”). Specifically, the Grantee must notify the NBU in writing about
the acquisition of any Shares within 14 days of the acquisition of the Shares by filing the
appropriate form with the NBU. In addition, currency and other property (i.e. Shares) of residents
which remain outside Ukraine may be subject to the mandatory declaration to the NBU on a quarterly
basis.







19









 







Terms and Conditions Applicable to Vietnam



Cash Settlement of Restricted Stock Units. Notwithstanding any provisions in the
Agreement, the Company may, in its sole discretion, deliver cash equal to the Fair Market Value of
the Shares, in lieu of delivering the Shares, in settlement of the Restricted Stock Units otherwise
eligible for settlement in accordance with the Agreement.





20