**Exhibit 10.d**

 

**NOTICE TO U.S. TAX RESIDENTS:**

** **

**VESTING OF THIS RESTRICTED STOCK UNIT AWARD WILL BE A TAXABLEEVENT AND WILL RESULT IN THE RECOGNITION BY YOU OF ORDINARY INCOME IN AN AMOUNTEQUAL TO THE FAIR MARKET VALUE OF THE SHARES UNDERLYING THIS RESTRICTED STOCKUNIT AWARD THAT BECOME VESTED ON EACH VESTING DATE.  ON SUCH DATE AND AS A CONDITION TO THE SHARES BEING RELEASED TOYOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLL TAXWITHHOLDING FROM YOU BASED UPON SUCH FAIR MARKET VALUE.**

** **

**NOTICE TO NON-U.S. RESIDENTS:**

** **

**YOU MAY HAVE ADDITIONAL TERMS AND CONDITIONS FOR YOUR AWARD,WHICH ARE DESCRIBED IN EXHIBIT A TO THIS AGREEMENT.  IN ADDITION, IF YOU ARE A TAX RESIDENT OF A COUNTRY OUTSIDE THEU.S., YOUR TAX CONSEQUENCES MAY BE DIFFERENT THAN DESCRIBED ABOVE.  AS A CONDITION TO THE SHARES BEING RELEASEDTO YOU, THE COMPANY MUST COLLECT ALL REQUIRED INCOME, SOCIAL AND OTHER PAYROLLTAX WITHHOLDING THAT MAY BE DUE BY REASON OF THE GRANT OR VESTING OF THISAWARD.**

** **

**ADC TELECOMMUNICATIONS, INC.**

** **

**RESTRICTED STOCK UNIT AWARD AGREEMENT**

** **
| TO: |   | <<Participant>> |   | ID: |   | <<ID>> |
|-----|--------|-----------------------------|--------|-----|--------|--------------------|

 

To encourage your continued employment with ADCTelecommunications, Inc. (the “Company”) or its Affiliates, you have beengranted this restricted stock unit award (the “Award”) pursuant to theCompany’s Global Stock Incentive Plan (the “Plan”).  The Award represents the right to receive shares of Common Stockof the Company subject to the fulfillment of the vesting conditions set forth inthis agreement and the additional terms and conditions set for the in Exhibit Ato this agreement (collectively, this “Agreement”).

 

The terms of the Award are as set forth in thisAgreement and in the Plan.  The Plan isincorporated into this Agreement by reference, which means that this Agreementis limited by and subject to the express terms and provisions of the Plan.  In the event of a conflict between the termsof this Agreement and the terms of the Plan, the terms of the Plan shallcontrol.  Capitalized terms that are notdefined in this Agreement have the meanings given to them in the Plan.  The terms of the Award are asfollows:

 

**1.****                                      GrantDate:**

**2.****                                      Numberof Restricted Stock Units Subject to this Award:**

**3.****                                      VestingSchedule:    **The Award will vest according to the followingschedule:

 

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| **Date**                              |   | **Number of  Restricted Stock  Units that will Vest** |
|---------------------------------------|--------|-------------------------------------------------------|
| <<Grant  Date + 1 year>>  |   | <<Number>>                                |
| <<Grant  Date + 2 years>> |   | <<Number>>                                |
| <<Grant  Date + 3 years>> |   | <<Number>>                                |
| <<Grant  Date + 4 years>> |   | <<Number>>                                |

 

**4.****                                      Conversionof Restricted Stock Units and Issuance of Shares.**  Subject to your continuedemployment and the other terms of the Award, upon each vesting of the Award(each a “Vest Date”), you shall receive, in accordance with the terms andprovisions of the Plan and this Agreement, one share of Common Stock for eachrestricted stock unit that vests on such Vest Date (the “Shares”).  The Company will transfer such Shares to youas soon as administratively feasible following your satisfaction of anyrequired tax withholding obligations. No fractional shares shall be issued under this Agreement.  No Shares shall be issued upon vesting ofthe Award unless such issuance complies with all relevant provisions of law andthe requirements of any stock exchange upon which the Shares are thenlisted.  You understand that yourparticipation in the Plan is conditioned on the Company obtaining all necessaryorders, decisions, rulings and approvals from the relevant governmentalregulatory authorities.  The Award doesnot entitle you to any shareholder rights (e.g., no voting or dividendrights).  The Company reserves the rightto determine the manner in which the Shares are delivered to you, including butnot limited to delivery by direct registration with the Company’s transferagent or delivery to a broker designated by the Company.

 

**5.****                                      Terminationof Employment.**  

 

(a)                                  Forall purposes of this Agreement, the term “Employment Termination Date” shallmean the earlier of:

 

(i)                                                 thedate, as determined by the Company, that you are no longer actively employed bythe Company or an Affiliate of the Company, and in the case of an involuntarilytermination, such date shall not be extended by any notice period mandatedunder local law (e.g., active employment would not include a period of “gardenleave” or similar period pursuant to local law); or

 

(ii)                                              the date,as determined by the Company, that your employer is no longer an Affiliate ofthe Company.

 

(b)                                 Ifyour Employment Termination Date occurs before the full vesting of this Award,the entire unvested portion of the Award as of your Employment Termination Dateshall be forfeited and immediately cancelled.

 

(c)                                  TheCommittee shall have the exclusive discretion to determine the EmploymentTermination Date.

 

**6.****                                     ****Right to Shares.**  Youshall not have any right in, to or with respect to any of the Shares (includingany voting rights or rights with respect to cash dividends paid by the Companyon shares of its Common Stock) issuable under the Award until the Award issettled by the issuance of such Shares to you at vesting. 

 

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**7.****                                      TaxWithholding.**

 

(a)                                  Regardless of anyaction the Company or your employer (the “Employer”) takes with respect to anyor all income tax, social insurance, payroll tax or other tax-relatedwithholding (“Tax-Related Items”), you acknowledge that the ultimate liabilityfor all Tax-Related Items legally due by you is and remains your responsibilityand that Company and/or your Employer: (1) make no representations or undertakings regarding the treatment ofany Tax-Related Items in connection with any aspect of the Award, including thegrant, vesting or issuance of Shares, the subsequent sale of Shares acquiredpursuant to such vesting and the receipt of any dividends or dividendequivalents (if any); and (2) do not commit to structure the terms of the Awardor any aspect of the Award to reduce or eliminate your liability forTax-Related Items.

 

As a condition and term of this Award, no electionunder Section 83(b) of the United States Internal Revenue Code may be madeby you with respect to this Award.

 

(b)                                 Prior to any taxableevent arising as a result of the Award you must make such arrangements as theCompany or its Affiliates may permit or require for the satisfaction of taxwithholding obligations (including U.S. federal, state and local taxes and anynon-U.S. taxes or social contributions) that the Company determines are or maybe required in connection with such event (the “Tax WithholdingObligation”).  If permitted by theCompany, you may satisfy your Tax Withholding Obligation in one of thefollowing three ways:

 

(i)            Direct Payment:  you may elect to satisfy your Tax Withholding Obligation by delivering to the Company,no later than three (3) U.S. business days after any Vest Date, a wire transferor certified or cashier’s check payable to the Company in U.S. dollars equal tothe amount of the Tax Withholding Obligation, as determined by theCompany.  This is referred to as a “CashPayment Election”; 

 

(ii)           Share Withholding:  you may elect to have the Company retainfrom the Shares issuable on each Vest Date that number of Shares having a FairMarket Value on the Vest Date that is sufficient to satisfy your TaxWithholding Obligation.  This isreferred to as a “Share Withhold Election”; or

 

(iii)          Sale of a Portion ofShares:  you may elect to have thebroker designated by the Company sell on your behalf a whole number of Sharesfrom those Shares issuable to you on each Vest Date to generate cash proceeds sufficient tosatisfy theTax Withholding Obligation.  This is referred to as a “Sell to CoverElection.”

 

The Company reserves the right to specify fromtime-to-time which of the foregoing three elections will be available and tospecify the time and manner for making an election.  If no election is made by you or if you make a Cash PaymentElection and fail to deliver the required funds to the Company on a timelybasis, then the Company may, in its sole discretion, require either a ShareWithhold Election or a Sell to Cover Election. Your acceptance of this Award constitutes your consent and authorizationfor the Company to take such action as may be necessary to effectuate eithersuch election.

 

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(c)                                  If you make a Sell to Cover Election (or ifthe Company makes this election in its discretion) you will be responsible forall broker’s fees and other costs of sale. In addition, the broker will be instructed to sell a sufficient numberof whole Shares to generate cash proceeds equal to the Tax Withholding Obligation.  Neither the Company nor the broker used bythe Company will guarantee any particular sale price for the sale of suchShares.  Accordingly, you may berequired to sell more Shares than would be required if a Share WithholdElection were made (if available). Alternatively, such sale may result in additional tax obligations foryou if the sale price is greater than the Fair Market Value of the Shares onthe Vest Date. 

 

(d)                                 The Company may refuse to issue any Shares to you until yousatisfy any Tax Withholding Obligation.

 

(e)                                  If your TaxWithholding Obligation is not satisfied by the means described above, youauthorize your Employer to withhold all such obligations from your wages orother cash compensation paid to you by your Employer.

 

**8.****                                     ****Transfer of Award.**  Yourrights under the Award may not be sold, assigned, transferred, pledged ordisposed of in any way, except by will or by the laws of descent anddistribution, without the prior written consent of the Company.

 

**9.****                                      Accelerationof Vest Dates.**  In the event of a “Change in Control” of theCompany prior to any Vest Date, the entire unvested portion of this Award shallbecome immediately vested on the effective date of such Change in Control, andyou will be required to satisfy any applicable Tax WithholdingObligations.  For purposes ofthis Agreement, the following terms shall have the meanings set forth below:

 

(a)                                  “Change in Control”shall mean:

 

(i)                                     a change incontrol of the Company of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated underthe U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),whether or not the Company is then subject to such reporting requirement;

 

(ii)                                  the publicannouncement (which, for purposes of this definition, shall include, withoutlimitation, a report filed pursuant to Section 13(d) of the Exchange Act)by the Company or any “person” (as such term is used in Sections 13(d) and14(d) of the Exchange Act) that such person has become the “beneficial owner”(as defined in Rule 13d-3 promulgated under the Exchange Act), directly orindirectly, of securities of the Company representing 20% or more of thecombined voting power of the Company’s then outstanding securities, determined inaccordance with Rule 13d-3, excluding, however, any securities acquireddirectly from the Company (other than an acquisition by virtue of the exerciseof a conversion privilege unless the security being so converted was itselfacquired directly from the Company); however, that for purposes of this clausethe term “person” shall not include the Company, any subsidiary of the Companyor any employee benefit plan of the Company or of any subsidiary of the Companyor any entity holding shares of Common Stock organized, appointed orestablished for, or pursuant to the terms of, any such plan;

 

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(iii)          the Continuing Directors cease to constitutea majority of the Company’s Board of Directors;

 

(iv)                              consummation of areorganization, merger or consolidation of, or a sale or other disposition ofall or substantially all of the assets of, the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (A)all or substantially all of the persons who were the beneficial owners of theCompany’s outstanding voting securities immediately prior to such BusinessCombination beneficially own voting securities of the corporation resultingfrom such Business Combination having more than 50% of the combined votingpower of the outstanding voting securities of such resulting Corporation and(B) at least a majority of the members of the Board of Directors of thecorporation resulting from such Business Combination were Continuing Directorsat the time of the action of the Board of Directors of the Company approvingsuch Business Combination;

 

(v)                                 approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany; or

 

(vi)                              the majority of theContinuing Directors determine in their sole and absolute discretion that therehas been a change in control of the Company.

 

(b)                                 “ContinuingDirector” shall mean any person who is a member of the Board of Directors ofthe Company, while such person is a member of the Board of Directors, who isnot an Acquiring Person (as defined below) or an Affiliate or Associate (asdefined below) of an Acquiring Person, or a representative of an AcquiringPerson or of any such Affiliate or Associate, and who (x) was a member of theBoard of Directors on the date of this Agreement as first written above or(y) subsequently becomes a member of the Board of Directors, if suchperson’s initial nomination for election or initial election to the Board ofDirectors is recommended or approved by a majority of the ContinuingDirectors.  For purposes of thissubparagraph (b), “Acquiring Person” shall mean any “person” (as such term isused in Sections 13(d) and 14(d) of the Exchange Act) who or which, togetherwith all Affiliates and Associates of such person, is the “beneficial owner”(as defined in Rule 13d-3 promulgated under the Exchange Act), directly orindirectly, of securities of the Company representing 20% or more of thecombined voting power of the Company’s then outstanding securities, but shallnot include the Company, any subsidiary of the Company or any employee benefitplan of the Company or of any subsidiary of the Company or any entity holdingshares of Common Stock organized, appointed or established for, or pursuant tothe terms of, any such plan; and “Affiliate” and “Associate” shall have therespective meanings ascribed to such terms in Rule 12b-2 promulgated under theExchange Act.

 

**10.****                               FurtherActs.**  You agree to execute and deliver any additional documents and to performany other acts necessary to give full force and effect to the terms of thisAgreement.

** **

**11.****                               New,Substituted or Additional Securities. **Inthe event of any stock dividend, stock split or consolidation or any likecapital adjustment of any of the outstanding securities of the Company, allnew, substituted or additional securities or other property to which you becomeentitled by reason of the Award shall be subject to forfeiture to the Companywith the same force and effect as is the Award immediately prior to such event.

** **

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**12.****                               Severability. **In the event that any provision of thisAgreement is deemed to be invalid or unenforceable, the remaining provisionsshall nevertheless remain in full force and effect without being impaired orinvalidated in any way.

** **

**13.****                               GoverningLaw.**  This Agreement shall begoverned by and construed in accordance with the laws of the State of Minnesotawithout regard to conflict of laws principles. By accepting this Award, you agree to submit to the jurisdiction of anystate or federal court sitting in Minneapolis, Minnesota, in any action orproceeding arising out of or relating to this Agreement or the Award, and agreethat all claims in respect of the action or proceeding may be heard and determinedin any such court.  You also agree notto bring any action or proceeding arising out of or relating to this Agreementin any other court.  You hereby waiveany defense of inconvenient forum to the maintenance of any action orproceeding so brought and waive any bond, surety, or other security that mightbe required of the Company or any of its Affiliates with respect thereto.  You further agree that a final judgment inany action or proceeding so brought shall be conclusive and may be enforced bysuit on the judgment or in any other manner provided by law or in equity.

 

**14.****                               Limitationon Rights; No Right to Future Grants; Extraordinary Item.**  Byentering into this Agreement and accepting the Award, you acknowledge that:(a) the Plan is discretionary and may be modified, suspended or terminatedby the Company at any time as provided in the Plan; (b) the grant of theAward is a one-time benefit and does not create any contractual or other rightto receive future grants of awards or benefits in lieu of awards; (c) alldeterminations with respect to any such future grants, including, but notlimited to, the times when awards will be granted, the number of shares subjectto each award, the award price, if any, and the time or times when each awardwill be settled, will be at the sole discretion of the Company; (d) yourparticipation in the Plan is voluntary; (e) the value of the Award is anextraordinary item which is outside the scope of your employment contract, ifany; (f) the Award is not part of normal or expected compensation for anypurpose, including without limitation for calculating any severance,resignation, termination, redundancy, end of service payments, bonuses,long-service awards, pension or retirement benefits or similar payments; (g) thefuture value of the Shares subject to the Award is unknown and cannot bepredicted with certainty, (h) neither the Plan, the Award nor the issuanceof the Shares confers upon you any right to continue in the employ of (or anyother relationship with) the Company or any of its Affiliates, nor do theylimit in any respect the right of the Company or any of its Affiliates toterminate your employment or other relationship with the Company or any of itsAffiliates, as the case may be, at any time,(i) no claim or entitlement tocompensation or damages arises from termination of the Award which results fromthe termination of your employment by the Company or your Employer (for anyreason and whether or not in breach of contract) or any diminution in value ofthe Award or Shares issued pursuant to the Award and you irrevocably releasethe Company and its Affiliates from any such claim that may arise, (j) youconsent to the delivery by electronic means of any notices, documents orelection forms related to the Award, the Plan or future grants under the Plan,if any, and (k) notwithstanding any terms or conditions of the Plan to thecontrary, in the event of involuntary termination of your employment (whetheror not in breach of local labor laws), your right to receive Awards under thePlan, if any, will terminate on the Employment Termination Date.

 

**15.**                               **Data PrivacyConsent**.  You hereby consent to the collection, useand transfer, in electronic or other form, of your personal data as describedin this Agreement by and among, as applicable, the Company and its Affiliatesfor the exclusive purpose of implementing, administering and managing yourparticipation in the Plan.

 

You understand that the Company and its Affiliates hold certainpersonal information about you, including, but not limited to, your name, homeaddress and telephone number, date of

 

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birth, social insurance number or other identification number, salary,nationality, job title, any shares of stock or directorships held in theCompany or its Affiliates, and details of all Awards to you under the Plan, forthe purpose of implementing, administering and managing the Plan (“Data”).  You understand that Data may be transferredto any third parties assisting in the implementation, administration andmanagement of the Plan, that these recipients may be located in your country ofresidence or elsewhere, and that the recipient’s country may have differentdata privacy laws and protections than your country of residence.  You may request a list with the names andaddresses of any potential recipients of the Data by contacting ADC’s HR StockCompensation Group.  You authorize therecipients to receive, possess, use, retain and transfer the Data, inelectronic or other form, for the purposes of implementing, administering andmanaging your participation in the Plan, including any requisite transfer ofsuch Data as may be required to a broker or other third party with whom you mayelect to deposit any Shares acquired upon settlement of the Award.  You understand that Data will be held onlyas long as is necessary to implement, administer and manage your participationin the Plan and that you may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessaryamendments to Data or refuse or withdraw the consents herein, in any casewithout cost, by contacting in writing ADC’s HR Stock Compensation Group.  You understand, however, that refusing orwithdrawing your consent may affect your ability to participate in thePlan.  For more information on theconsequences of your refusal to consent or withdrawal of consent, you maycontact ADC’s HR Stock Compensation Group.

 

**16.****                               Executionof Award Agreement. **Pleaseacknowledge your acceptance of the terms and conditions of the Award by signingone copy of this Agreement and returning it to ADC’s HR Stock CompensationGroup at the address listed below.  **IF YOU DO NOT RETURN AN EXECUTED COPY OF THISAGREEMENT TO ADC’S HR STOCK COMPENSATION GROUP WITHIN SIXTY (60) DAYS OF THEMAIL DATE OF THIS AGREEMENT, YOU WILL BE DEEMED TO HAVE REJECTED THIS AWARD ANDYOU WILL HAVE NO FURTHER RIGHTS WITH RESPECT TO THE AWARD.**

** **
|   | Very truly yours,            |
|--------|------------------------------|
|   |                         |
|   | ADC TELECOMMUNICATIONS, INC. |
|   |                         |
|   |                         |
|   | By:                          |   |   |
|   | Name:                        |   |   |
|   | Title:                       |   |   |
|        |                              |  |  |  |  |

 

**ACCEPTANCE AND ACKNOWLEDGMENT**

** **

I accept the Restricted Stock Unit Award described in this Agreementand in the Plan, and acknowledge receipt of a copy of this Agreement, the Planand the Plan Prospectus, and acknowledge that I have read them carefully andthat I fully understand their contents.

 
| Dated:               |                        |   |
|----------------------|-----------------------------|--------|
|                 |
|                 |                        |
|                 |                        |   |   |
| Employee I.D. Number | <<Participant>> |   |

 

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|   | Address |   |   |
|--------|---------|--------|--------|
|   |    |   |
|   |    |   |

** **

Return to ADC’s HR Stock Compensation Group as follows:

 

Postal Mail:

ADC

Attn:  Stock CompensationProgram, MS 56

P.O. Box 1101

Minneapolis, MN 55440-1101 USA

 

Express Mail:

ADC

Attn:  Stock CompensationProgram, MS 56

13625 Technology Drive

Eden Prairie, MN 55344 USA

 

Facsimile:

ADC

Attn:  Stock CompensationProgram

+1-952-238-1525

 

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** **

**Exhibit A to**

 

**ADC Telecommunications, Inc.**

 

**Restricted Stock Unit Award Agreement**

 

This Exhibit A to the Agreement includesadditional terms and conditions of the grant of the Awards that will apply toresidents of the countries listed below. Capitalized terms used but not defined herein shall have the samemeanings assigned to them in the Plan and the Agreement.

 

**Argentina**

 

The benefits received under the Plan, if any,do not accrue on a monthly basis and will not be granted on a regular ormonthly basis.  In addition, your Awardis granted by Company on behalf of your local employer.

 

The Award granted pursuant to the Plan andthe Shares which may be issued upon vesting of the Award are offered in aprivate transaction and are not subject to the supervision of any Argentinegovernmental authority.  This is not anoffer to the public.

 

Please note that exchange controls inArgentina are currently in a state of flux. Therefore, you should consult with your legal advisor regarding anyapproval or reporting obligations that you may have with respect to theownership of foreign shares and/or the receipt of cash payments from abroad.

 

**Australia**

 

Your Award is granted pursuant to theAustralian Addendum which is an addendum to the Plan, and therefore, your Awardis subject to the terms and conditions as stated in the Australian Addendum,the Plan and the Agreement.

 

**Belgium**

 

You are required to report any security orbank account maintained outside of Belgium on your annual tax return.

 

**Canada (Quebec only)**

 

The parties acknowledge that it is theirexpress wish that this Agreement, as well as all documents, notices and legalproceeds entered into, given or instituted pursuant hereto or relating directlyor indirectly hereto, be provided to them in English.

 

Les parties reconnaissent avoir exigé larédaction en anglais de cette convention, ainsi que de tous documents exécutés,avis donnés et procédures judiciaries intentées, directement ou indirectement,relativement à ou suite à la présente convention.

 

**Canada (all provinces)**

 

You are permitted to sell Shares acquiredupon vesting of the Award through the designated broker appointed by theCompany provided the resale of Shares takes place outside of Canada through thefacilitates of the stock exchange which the Shares are listed.  Currently, the Company’s Shares are listedon NASDAQ.

 

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**France**

 

You may hold Shares issued to you uponvesting of the Award outside of France provided you declare all foreignaccounts, whether open, current, or closed, in your income tax return.  You must also declare to the customs andexcise authorities any cash or securities you import or export without the useof a financial institution when the value of the cash or securities is equal toor exceeds €7,600.

 

**Germany**

 

Cross-border payments in excess of €12,500must be reported monthly.  If you use aGerman bank to transfer a cross-border payment in excess of €12,500 in connectionwith sale of Shares, the bank will make the report.  In addition, you must report any receivables or payables or debtsin foreign currency exceeding an amount of €5,000,000 on a monthly basis.  Finally, you must also report your holdingannually in the unlikely event that you holds Shares representing 10% or moreof the total or voting capital of the Company.

 

**Hungary**

 

This offering is not regulated by Act CXI of1996 on the Offering of Securities, Investment Services and the Stock Exchange.

 

**Ireland**

 

This Award is granted pursuant to the Planand the Shares which may be issued upon vesting of the Award are offered in aprivate transaction.  This is not anoffer to the public.

 

If you are a director, shadow director orsecretary of an Irish subsidiary of Company, you are subject to certainnotification requirements under the Companies Act, 1990.  Among these requirements is an obligation tonotify the Irish subsidiary in writing when you receive an interest (*e.g*., Shares) in Company and the numberand class of shares or rights to which the interest relates.  In addition, you must notify the Irishsubsidiary when you sell Shares acquired through the vesting of yourAward.  You must notify the Irishsubsidiary of the acquisition or disposal of an interest in Shares within fivedays following the day of acquisition or disposal of the interest inShares.  These notification requirementsalso apply to any rights or Shares acquired by your spouse or child(ren) (underthe age of 18).  Please contact Companyto obtain a copy of the notification form.

 

**Malaysia**

 

You must comply with the following exchangecontrol reporting obligations if you are a Malaysian resident for exchangecontrol purposes:  (i) you mustrepatriate all proceeds from the sale of Shares and all dividend payments (ifany) to Malaysia as soon as the proceeds/dividends are received; and (ii) youmust file a Form R with Bank Negara if the amount of funds repatriated exceedsRM50,000 (or its equivalent in foreign currency).

 

If you are a director of a Malaysianaffiliate of ADC, you are subject to certain notification requirements underthe Malaysian Companies Act, 1965. Among these requirements is an obligation to notify the Malaysianaffiliate in writing when you receive an interest (*e.g.*, Shares) in Company orany related companies.  In addition, youmust notify the Malaysian affiliate when you sell Shares of Company or anyrelated company (including when you sell Shares acquired through vesting ofyour Award).  Additionally, you mustalso notify the Malaysian affiliate of Company if there are any subsequentchanges in your

 

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interest in Company or any related companies.  These notifications must be made within 14 days of acquiring ordisposing of any interest in Company or any related company.

 

**Mexico**

 

The invitation the Company is making underthe Plan is unilateral and discretionary and, therefore, the Company reservesthe absolute right to amend it and discontinue it at any time without any liabilityto you.

 

This invitation and, in your case, theacquisition of Shares does not, in any way, establish a labor relationshipbetween you and the Company, and it does not establish any rights between youand your employer.

 

*La invitación que the Company**hace enrelación con el Plan es unilateral y discrecional, por lo tanto, the Company**se reservael derecho absoluto para modificar o terminar el mismo, sin ningunaresponsabilidad para usted.*

 

*Esta invitación y, en su caso, la adquisición de acciones, de ningunamanera establecen relación laboral alguna entre usted y the Company**y tampoco establece derecho algunoentre usted y su empleador.*

 

**Singapore**

 

If you are a director, associate director orshadow director of a Singapore affiliate of Company, you are subject to certainnotification requirements under the Singapore Companies Act.  Among these requirements is an obligation tonotify the Singaporean affiliate in writing when you receive an interest (*e.g.*, Shares)in Company or any related companies.  Pleasecontact Company to obtain a copy of the notification form.  In addition, you must notify the Singaporeaffiliate when you sell Shares of Company or any related company (includingwhen you sell Shares acquired upon vesting of your Award).  These notifications must be made within twodays of acquiring or disposing of any interest in Company or any relatedcompany.  In addition, a notificationmust be made of your interest in Company or any related company within two daysof becoming a director.

 

**United Kingdom**

 

You agree that if Company does not withholdthe amount of income tax and National Insurance Contributions that you areresponsible for as a result of the grant, vesting, release, assignment orcancellation of the Award (the “Taxable Event”) from you within 90 days afterthe Taxable Event, that the amount that should have been withheld from youshall constitute a loan owed by you to your employer, effective 90 days afterthe Taxable Event.  You agree that theloan will bear interest at the UK official rate of interest and it will beimmediately due and repayable and Company and/or your employer may recover itat any time thereafter by withholding the funds from your salary, bonus or anyother funds due by your employer to you, by withholding in Shares acquired uponvesting of the Award or by demanding cash or a check from you.

** **

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