exv10w29






EXHIBIT 10.29




SAPIENT CORPORATION

GLOBAL RESTRICTED STOCK UNIT

AGREEMENT



In recognition of the important contributions that the employee (the “Employee”) whose name appears
on the Notice attached to this Global Restricted Stock Unit Agreement, including Exhibits A and B
(collectively, the “Agreement”), makes to the success of Sapient Corporation (the “Company” or
“Sapient”) and its affiliates (the “Affiliates”), pursuant to the Sapient Corporation 1998 Stock
Incentive Plan (the “Plan”), the Company hereby grants to the Employee the Restricted Stock Unit
Award described below. The Notice attached to this Agreement is incorporated herein by reference.



1. The Restricted Stock Unit Award. The Company hereby grants to the Employee the number of
restricted stock units (the “Units”) set forth on the Notice, subject to the terms and conditions
of this Agreement and the Plan. The Units constitute the right to receive, without payment, (i)
the number of shares of Common Stock set forth on the Notice (the “Unit Award”), and (ii) the right
to receive, without payment, additional shares of Common Stock or an amount of cash, as determined
by the Company in its sole discretion, on the same basis as the Unit Award, equal in value to the
cash dividends, if any, that would have been paid on or before the Payment Date with respect to the
shares of Common Stock underlying the Unit Award had such shares of Common Stock been issued to the
Employee on the Grant Date (the “Dividend Equivalent Award”), in each case subject to the terms and
conditions of the Plan and those set forth in this Agreement (including, but not limited to, the
conditions relating to vesting, forfeiture and timing of payment set forth herein). An Award shall
be paid hereunder only to the extent that such Award is Vested, as provided in this Agreement. The
Employee’s rights to the Units are subject to the restrictions described in this Agreement and the
Plan in addition to such other restrictions, if any, as may be imposed by law.



2. Definitions. The following definitions will apply for purposes of this Agreement. Capitalized
terms not defined in this Agreement are used as defined in the Plan and the Notice.





	 	(a)	 	“Agreement” means this Global Restricted Stock Unit Agreement granted
by the Company and agreed to by the Employee.
	 
	 	(b)	 	“Award” means the grant of Units, including both the Unit Award and any
Dividend Equivalent Award, in accordance with this Agreement.
	 
	 	(c)	 	“Common Stock” means common stock of the Company, $.01 par value.
	 
	 	(d)	 	“Fair Market Value” means the per share closing price of a share of
Sapient Common Stock on the NASDAQ trading day immediately preceding the applicable
Vesting Date.
	 
	 	(e)	 	“Grant Date” means the date designated as the Date of Grant on the
Notice.
	 
	 	(f)	 	“NASDAQ” means the Nasdaq Global Select Stock Market.




 









 






	 	(g)	 	“Notice” means the Notice of Restricted Stock Unit Award attached to
this Agreement and incorporated herein by reference.
	 
	 	(h)	 	“Payment Date” means, as to Vested Units, the date on which the Award
is settled, which date will in any event be within 30 days of the date on which the
Units become Vested.
	 
	 	(i)	 	“Unit” means a notional unit which is equivalent to a single share of
Common Stock on the Grant Date, subject to Section 4.
	 
	 	(j)	 	“Vested” means that portion of the Award to which the Employee has a
nonforfeitable right under the terms of this Agreement and the Plan.
	 
	 	(k)	 	“Vesting Dates” means the dates listed in the Vesting Schedule on the
attached Notice.





3. Vesting.





	 	(a)	 	The Unit Award shall become Vested on the basis of one Unit to one share of
Common Stock only upon the Vesting Dates and the satisfaction of the performance
criteria, if any, as set forth in the Vesting Schedule, and the Dividend Equivalent
Award shall become Vested only upon the vesting of the underlying Unit Award and only
if a cash dividend has actually been declared and issued on the Common Stock on or
after the Grant Date and on or before the Payment Date of the underlying Unit, in each
case except as otherwise provided herein or determined by the Company in its sole
discretion. No portion of any Award shall become Vested on the Vesting Date unless the
Employee is then, and since the Grant Date has continuously been, employed by the
Company or an Affiliate.
	 
	 	(b)	 	In the event that the Employee takes a leave of absence from his or her
employment prior to a Vesting Date, the Company has the discretion to suspend vesting
during such leave of absence as provided for in the Company’s leave policy, to the
extent permitted by applicable law. Upon the Employee’s return to active work, vesting
will resume; however, unless otherwise provided in the Company’s leave policy, or
otherwise required by applicable law, the Employee will not receive credit for any
vesting during the leave of absence period.
	 
	 	(c)	 	In the event that the Employee’s employment terminates prior to a Vesting Date
for any reason, including without limitation (1) death, (2) disability, or (3)
termination by the Company or any Affiliate, or (4) other termination of employment, as
further described in Section 7(j)(iii) of this Agreement, any portion of the Award that
has not then become Vested will be forfeited automatically.
	 
	 	(d)	 	In the event of a merger or acquisition of the Company in which the Company is
not the surviving entity, or a sale of substantially all of the Company’s assets, the
Company may, in its sole discretion, accelerate the Vesting of all or any portion of
any Award, unless the surviving entity agrees to assume or provide substituted awards
in respect of the portion of the Awards that have not yet become Vested.




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4. Adjustments Based on Certain Changes in the Common Stock. In the event of any stock split,
reverse stock split, stock dividend, recapitalization or similar change affecting the Common Stock,
the Award shall be equitably adjusted in accordance with Section 8 of the Plan.



5. No Voting Rights/Dividends. The Award shall not be interpreted to bestow upon the Employee any
equity interest or ownership in the Company prior to the Payment Date. Once the Unit Award and the
Dividend Equivalent Award have become Vested and the shares of Common Stock underlying those Awards
have been delivered, but not until such time and only with respect to the shares of Common Stock so
delivered, the Employee shall have the rights of a stockholder, including, but not limited to, the
right to vote and receive dividends.



6. Payment of Award. On the Payment Date, the Company shall issue to the Employee (i) that number
of shares of Common Stock as equals that number of shares underlying the Unit Award which have
become Vested and (ii) additional shares of Common Stock or an amount of cash, as determined by the
Company pursuant to Section 1 of this Agreement, equal in value to the Dividend Equivalent Award
which has become Vested. If the Dividend Equivalent Award is paid by the issuance of additional
shares of Common Stock, the number of shares so issued shall be determined by dividing the cash
value of the Dividend Equivalent Award by the price per share of the Company’s common stock
reported by NASDAQ at market close on the record date established by the Company’s Board of
Directors for determining the Company’s stockholders of record entitled to receive the cash
dividend to which the Dividend Equivalent Award relates.



7. Nature of Grant. In accepting the Award, the Employee acknowledges, understands and agrees
that:





	 	(a)	 	the Plan is established voluntarily by the Company, it is discretionary in
nature and it may be modified, amended, suspended or terminated by the Company at any
time;
	 
	 	(b)	 	the Award is voluntary and occasional and does not create any contractual or
other right to receive future Awards, or benefits in lieu of Awards, even if Awards
have been granted repeatedly in the past;
	 
	 	(c)	 	all decisions with respect to future Awards, if any, will be at the sole
discretion of the Company;
	 
	 	(d)	 	the Award and this Agreement shall not create any right of the Employee to
employment or continued employment with the Company or an Affiliate or limit the right
of the Company or an Affiliate to terminate the Employee’s employment at any time;
	 
	 	(e)	 	the Employee has not been induced to receive the Award by expectation of
employment or continued employment;
	 
	 	(f)	 	The Employee is voluntarily participating in the Plan;
	 
	 	(g)	 	the Award and the shares of Common Stock subject to the Award are not part of
normal or expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy,




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	 	 	 	dismissal, end of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for the
Company or an Affiliate;
	 
	 	(h)	 	except to the extent required by applicable law that cannot be waived, the loss
of the Award shall not constitute an element of damages or indemnity in the event of
termination of the Employee’s employment even if the termination is determined to be in
violation of an obligation of the Company or an Affiliate to the Employee by contract
or otherwise;
	 
	 	(i)	 	the future value of the underlying shares of Common Stock is unknown and cannot
be predicted with certainty;
	 
	 	(j)	 	for Employees who reside outside the U.S., the following additional provisions
shall apply:






	 	(i)	 	the Award and the shares of Common Stock subject to the Award
are not intended to replace any pension rights or compensation;
	 
	 	(ii)	 	the Award and the shares of Common Stock subject to the Award
are an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or an Affiliate, and which is
outside the scope of the Employee’s employment or service contract, if any; and
	 
	 	(iii)	 	in the event of termination of the Employee’s employment
(whether or not in breach of local labor laws), the Employee’s right to vest in
the Award under the Plan, if any, will terminate effective as of the date that
the Employee is no longer actively employed and will not be extended by any
notice period mandated under local law (e.g., active employment would not
include a period of “garden leave” or similar period pursuant to local law);
the Committee shall have the exclusive discretion to determine when the
Employee is no longer actively employed for purposes of the Employee’s Award.




8. Unfunded Status. The obligations of the Company hereunder shall be contractual only. The
Employee shall rely solely on the unsecured promise of the Company and nothing herein shall be
construed to give the Employee or any other person or persons any right, title, interest or claim
in or to any specific asset, fund, reserve, account or property of any kind whatsoever owned by the
Company.



9. No Assignment. No right or benefit or payment under the Plan shall be subject to assignment or
other transfer nor shall it be liable or subject in any manner to attachment, garnishment or
execution.



10. Withholding. Regardless of any action the Company or any Affiliate takes with respect to any
or all income tax, social insurance, payroll tax, payment on account or other tax-related items
related to the Employee’s participation in the Plan and legally applicable to the Employee






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(“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related
Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by
the Company or an Affiliate. The Employee further acknowledges that the Company and/or any
Affiliate (1) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting
or settlement of the Award, the issuance of shares of Common Stock upon settlement of the Award,
the subsequent sale of shares of Common Stock acquired pursuant to such issuance and the receipt of
any dividends; and (2) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the Award to reduce or eliminate the Employee’s liability for Tax-Related
Items or achieve any particular tax result. Further, if the Employee has become subject to tax in
more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax
withholding event, as applicable, the Employee acknowledges that the Company and/or any Affiliate
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 Employee may elect, by
written notice to the Company at least 30 days prior to the Vesting Date, to satisfy Tax-Related
Items by paying the Tax-Related Items to the Company in cash (via check or wire transfer).



Employees who are employed by the Company or any Affiliate located within the United States may
also elect to satisfy Tax-Related Items by delivering to the Company other shares of Common Stock
owned by the Employee prior to such date having a Fair Market Value not less than the Tax-Related
Items due, which either have been owned by the Employee for more than six (6) months or were not
acquired, directly or indirectly, from the Company.



If the Employee does not elect to pay Tax-Related Items at least 30 days prior to the Vesting Date,
the Employee authorizes the Company and/or any Affiliate, 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 Employee’s wages or other cash compensation paid to the
Employee by the Company and/or any Affiliate; or
	 
	 	(b)	 	withholding from proceeds of the sale of shares of Common Stock acquired upon
vesting/settlement of the Award either through a voluntary sale or through a mandatory
sale arranged by the Company (on the Employee’s behalf pursuant to this authorization);
or
	 
	 	(c)	 	withholding in shares of Common Stock to be issued upon vesting/settlement of
the Award.




To avoid negative accounting treatment, the Company 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 of Common
Stock, for tax purposes, the Employee is deemed to have been issued the full number of shares of
Common Stock subject to the vested Award, notwithstanding that a number of the shares of Common
Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any
aspect of the Employee’s participation in the Plan.







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If the obligation for Tax-Related Items is satisfied by selling a number of shares of Common Stock
through a mandatory sale arranged by the Company, the Employee hereby agrees to the terms of the
Irrevocable Standing Order to Sell Shares (the “Standing Order”), attached as Exhibit A and
to the following:





	 	(a)	 	The Employee authorizes the Company’s agent to sell, at the market price and on
each Vesting Date (or the first NASDAQ trading day thereafter if a Vesting Date is a
day in which NASDAQ is closed), the number of Vested shares that, per the Company’s
instructions to its agent, is necessary to obtain proceeds sufficient to satisfy the
Tax-Related Items. The Employee understands and agrees that the number of shares that
such agent will sell will be based on the Fair Market Value of the shares.
	 
	 	(b)	 	The Employee agrees that the proceeds received from the sale of Vested shares
pursuant to this Section 10 will be used to satisfy Tax-Related Items and, accordingly,
the Employee hereby authorizes the Company’s agent to pay such proceeds to the Company
for such purpose. The Employee understands that to the extent that the proceeds
obtained by such sale exceed the amount necessary to satisfy Tax-Related Items, such
excess proceeds shall be deposited into the Employee’s stock brokerage account with
E*TRADE Financial or such other third party brokerage under which the Employee
maintains a brokerage account (the “Account”). The Employee further understands that
any remaining Vested shares shall be deposited into the Account.




Finally, the Employee shall pay to the Company or any Affiliate any amount of Tax-Related Items
that the Company or any Affiliate may be required to withhold or account for as a result of the
Employee’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the shares or the proceeds of the sale of shares of
Common Stock, if the Employee fails to comply with the Employee’s obligations in connection with
the Tax-Related Items.



11. Governing Law and Venue. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts. For purposes of litigating any dispute that
arises under this Agreement, the parties hereby submit to and consent to the jurisdiction of the
Commonwealth of Massachusetts, agree that such litigation shall be conducted in the courts of
Suffolk County, or the federal courts for the United States for the District of Massachusetts where
this Award is made and/or to be performed.



12. Section 409A Exemption. The Award is intended to be exempt from the requirements of Section
409A of the Internal Revenue Code of 1986, as amended from time to time, and guidance issued
thereunder and shall be construed and administered accordingly. Notwithstanding the above, neither
the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company,
any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary
of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason
of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section
409A of the Code.



13. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice,
nor is the Company making any recommendations regarding the Employee’s






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participation in the Plan, or the Employee’s acquisition or sale of the underlying shares of Common
Stock. The Employee is hereby advised to consult with his or her own personal tax, legal and
financial advisors regarding his or her participation in the Plan before taking any action related
to the Plan.



14. Data Privacy. The Employee hereby explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of the Employee’s personal data as described in this
Agreement and any other grant materials by and among, as applicable, the Company and any Affiliate
for the exclusive purpose of implementing, administering and managing the Employee’s participation
in the Plan.



The Employee understands that the Company and any Affiliate may hold certain personal information
about the Employee, including, but not limited to, the Employee’s name, home address and telephone
number, date of birth, social insurance number or other identification number, salary, nationality,
job title, any shares of Common Stock or directorships held in the Company, details of all Awards
or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested
or outstanding in the Employee’s favor, for the exclusive purpose of implementing, administering
and managing the Plan (“Data”).



The Employee understands that Data will be transferred to E*TRADE Financial Services, Inc.
(“E*TRADE”) , or such other stock plan service provider as may be selected by the Company in the
future, which is assisting the Company with the implementation, administration and management of
the Plan. The Employee understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different
data privacy laws and protections from the Employee’s country. The Employee understands that he or
she may request a list with the names and addresses of any potential recipients of the Data by
contacting his or her local human resources representative. The Employee authorizes the Company,
E*TRADE, and any other possible recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing his or her participation in the Plan. The Employee understands that Data will be held
only as long as is necessary to implement, administer and manage the Employee’s participation in
the Plan. The Employee understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or
her local human resources representative. The Employee understands, however, that refusing or
withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For
more information on the consequences of the Employee’s refusal to consent or withdrawal of consent,
the Employee understands that he or she may contact his or her local human resources
representative.



15. Language. If The Employee has received this Agreement or any other document related to the
Plan translated into a language other than English and if the meaning of the translated version is
different than the English version, the English version will control.



16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means. The






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Employee hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a
third party designated by the Company.



17. Severability. The provisions of this Agreement are severable and if any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.



18. Exhibit B. Notwithstanding any provisions in this Agreement, the Award shall be subject to any
special terms and conditions set forth in Exhibit B to this Agreement for the Employee’s country.
Moreover, if the Employee relocates to one of the countries included in Exhibit B, the special
terms and conditions for such country will apply to the Employee, to the extent the Company
determines that the application of such terms and conditions is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan. Exhibit B constitutes part of
this Agreement.



19. Imposition of Other Requirements. The Company reserves the right to impose other requirements
on the Employee’s participation in the Plan, on the Award and on any shares of Common Stock
acquired under the Plan, to the extent the Company determines it is necessary or advisable in order
to comply with local law or facilitate the administration of the Plan, and to require the Employee
to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.



IN WITNESS WHEREOF, Sapient Corporation has executed this Global Restricted Stock Unit Agreement as
of the ___ day of ___, 20__.



SAPIENT CORPORATION




	 	 	 	 	 

	By:

	 	/s/ Alan J. Herrick
 

	 	 
	Alan J. Herrick	 	 
	Chief Executive Officer	 	 






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Exhibit A




IRREVOCABLE STANDING ORDER TO SELL SHARES



I have received from the Company on a voluntary basis the right to acquire shares of Sapient Common
Stock (the “Shares”) subject to the terms and conditions set forth in the attached Global
Restricted Stock Unit Agreement.



I understand that I must maintain a securities brokerage account with E*TRADE or such other third
party brokerage (each of E*TRADE or such other third party brokerage is herein defined as the
“Broker”) to participate in the Plan described in detail in Global Restricted Stock Unit Agreement,
and Sapient has informed me about this requirement as well as the requirements for the opening of
such a securities brokerage account so that the Vested Shares can be deposited into account.
Furthermore, I understand that on each Vesting Date, the Vested Shares will be deposited into my
stock brokerage account with the broker and that I may incur taxable income (“Taxable Income”) upon
my receipt of the Vested Shares or at any other time after the grant of the Award. Per the terms
of the Agreement, and if so directed by Sapient, I understand and agree to do the following as a
condition of my receipt of Vested Shares:



Upon each Vesting Date, I must sell a number of Shares that is sufficient to satisfy all
Tax-Related Items, as determined by Sapient or an Affiliate, which are applicable to my Taxable
Income. Accordingly, I HEREBY DIRECT THE BROKER TO SELL, ON EACH VESTING DATE LISTED ABOVE (OR
THE FIRST NASDAQ TRADING DAY THEREAFTER IF A VESTING DATE IS A DAY ON WHICH NASDAQ IS CLOSED),
THAT NUMBER OF SHARES THAT, PER SAPIENT’S INSTRUCTIONS TO THE AGENT, IS SUFFICIENT TO OBTAIN SALE
PROCEEDS SUFFICIENT TO SATISFY THE TAX-RELATED ITEMS. THE PER SHARE SALES PRICE SHALL BE
CALCULATED BASED ON THE FAIR MARKET VALUE OF THE SHARES.



I understand that the Broker will remit the proceeds of the foregoing sale promptly to Sapient for
payment by Sapient or an Affiliate of the Tax-Related Items, and I authorize and direct the Broker
to pay such proceeds to Sapient for this purpose.



I acknowledge that I have not been induced to participate in any trade in return for or as an
expectation of employment or continued employment. I understand and agree that by signing below, I
am making an Irrevocable Standing Order to Sell Shares that will remain in effect until such time
as I have received all Shares to which I am entitled under this Agreement. I also agree that this
Irrevocable Standing Order to Sell Shares is in addition and subject to the terms and conditions of
any existing Account Agreement that I have with the Broker.











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Exhibit B



COUNTRY-SPECIFIC TERMS TO THE

GLOBAL RESTRICTED STOCK UNIT AGREEMENT




Terms and Conditions



This Exhibit B includes additional terms and conditions that govern the Award granted to the
Employee under the Plan if the Employee resides in one of the countries listed below. Certain
capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Plan
and/or the Agreement.




Notifications



This Exhibit B also includes information regarding exchange controls and certain other issues of
which the Employee should be aware with respect to his or her participation in the Plan. The
information is based on the securities, exchange control and other laws in effect in the respective
countries as of December 2010. Such laws are often complex and change frequently. As a result,
the Company strongly recommends that the Employee not rely on the information in this Exhibit B as
the only source of information relating to the consequences of the Employee’s participation in the
Plan because the information may be out of date at the time that the Award vests or the Employee
sells shares of Common Stock acquired under the Plan.



In addition, the information contained herein is general in nature and may not apply to the
Employee’s particular situation, and the Company is not in a position to assure the Employee of a
particular result. Accordingly, the Employee is advised to seek appropriate professional advice as
to how the relevant laws in the Employee’s country may apply to his or her situation.



Finally, if the Employee is a citizen or resident of a country other than the one in which he or
she is currently working, transferred employment after the Award was granted or is considered a
resident of another country for local law purposes, the information contained herein may not be
applicable to the Employee.



AUSTRALIA




Notifications



Securities Law Information. If the Employee acquires shares of Common Stock pursuant to the
Employee’s Award and the Employee offers his or her shares of Common Stock for sale to a person or
entity resident in Australia, the Employee’s offer may be subject to disclosure requirements under
Australian law. The Employee should obtain legal advice on his or her disclosure obligations prior
to making any such offer.







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CANADA




Terms and Conditions



Payment of Award. This provision supplements Section 6 of the Agreement:



Notwithstanding any discretion in the Plan or the Agreement to the contrary, upon vesting of the
Unit Award, shares of Common Stock will be issued to the Employee. In no event will the Unit Award
be paid to the Employee in the form of cash.



French Language Provision. The following provision will apply if the Employee is a resident of
Quebec:



The parties acknowledge that it is their express wish that the present Agreement, as well as all
documents, notices and legal proceedings entered into, given or instituted pursuant hereto or
relating directly or indirectly hereto, be drawn up in English.



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



Data Privacy. This provision supplements Section 14 of the Agreement:



The Employee hereby authorizes the Company, any Affiliate and the Company’s representatives to
discuss with and obtain all relevant information from all personnel, professional or not, involved
in the administration and operation of the Plan. The Employee further authorizes the Company, any
Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors.
The Employee further authorizes the Company and any Affiliate to record such information and to
keep such information in the Employee’s employee file.




CHINA



The following terms and conditions apply only to PRC nationals who work in china at any time
between grant and vesting of the award, as determined by the company in its sole discretion.




Terms and Conditions



Payment of Award and Sale of Shares. This provision supplements Section 6 of the Award:



To facilitate compliance with exchange control laws or regulations in China due to local regulatory
requirements, the Company may require that all shares of Common Stock to be issued upon vesting and
settlement of the Award be sold by the Company’s designated brokerage firm on the Employee’s behalf
and for the Employee’s account pursuant to this authorization on or as soon as administratively
possible after the date of issuance. The Employee agrees to sign any agreements, forms and/or
consents that may be reasonably requested by the Company (or such brokerage firm) to effectuate the
sale of the shares of Common Stock (including, without limitation, as to the transfers of the
proceeds and other exchange control matters noted below) and shall otherwise cooperate with the
Company with respect to such matters, provided that the Employee shall not be permitted to exercise
any influence over how, when or whether the sales






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occur. The Employee acknowledges that neither the Company nor the designated brokerage firm is
under any obligation to arrange for such sale of the shares of Common Stock at any particular price
(it being understood that the sale will occur at the market) and that broker’s fees and similar
expenses may be incurred in any such sale. In any event, when the shares of Common Stock issued
upon vesting and settlement of the Award are sold, the proceeds of the sale of the shares of Common
Stock, less any Tax-Related Items, any broker’s fees or commissions, and any similar expenses of
the sale will be remitted to the Employee in accordance with applicable exchange control laws and
regulations.



Exchange Control Requirements. The Employee understands and agrees that, if he or she is subject
to local exchange control requirements, the Employee will be required to repatriate the cash
proceeds from the immediate sale of the shares of Common Stock issued upon the vesting of the Award
to China. The Employee further understands that, under local law, such repatriation of the
Employee’s cash proceeds may need to be effected through a special exchange control account
established by the Company or an Affiliate, and the Employee hereby consents and agrees that any
proceeds from the sale of any shares of Common Stock the Employee acquires may be transferred to
such special account prior to being delivered to the Employee. The proceeds may be paid to the
Employee in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid
to the Employee in U.S. dollars, the Employee understands that he or she will be required to set up
a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If
the proceeds are paid to the Employee in local currency, the Employee acknowledges that the Company
is under no obligation to secure any particular exchange conversion rate and that the Company may
face delays in converting the proceeds to local currency due to exchange control restrictions. The
Employee agrees to bear any currency fluctuation risk between the time the shares of Common Stock
are sold and the time the proceeds are distributed to the Employee. The Employee further agrees to
comply with any other requirements that may be imposed by the Company in the future in order to
facilitate compliance with exchange control requirements in China.




GERMANY



Notifications


Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly
to the German Federal Bank. If the Employee uses a German bank to effect a cross-border payment in
excess of €12,500 in connection with the sale of shares of Common Stock acquired under the Plan,
the bank will make the report for the Employee. In addition, the Employee must report any
receivables or payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly
basis. Finally, the Employee must report on an annual basis, shares of Common Stock that exceed
10% of the total voting capital of the Company.







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HONG KONG




Terms and Conditions



Payment of Award. This provision supplements Section 6 of the Agreement:



Notwithstanding any discretion in the Plan or the Agreement to the contrary, upon vesting of the
Unit Award, shares of Common Stock will be issued to the Employee. In no event will the Unit Award
be paid to Employee in the form of cash.



Restriction on Sale. To facilitate compliance with securities laws in Hong Kong, in the event the
Employee’s Award vests and shares of Common Stock are issued to the Employee within six (6) months
of the Grant Date, the Employee agrees that he or she will not dispose of any shares of Common
Stock acquired prior to the six-month anniversary of the Grant Date.




Notifications



Securities Law Information. Warning: The Award and shares of Common Stock do not constitute a
public offering of securities under Hong Kong law and are available only to employees of the
Company or an Affiliate. The Agreement, including Exhibit B, the Plan and other incidental
communication materials have not been prepared in accordance with and are not intended to
constitute a “prospectus” for a public 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 Award is intended only for the personal use of each eligible employee of the Company or
an Affiliate and may not be distributed to any other person. If the Employee is in any doubt about
any of the contents of the Agreement, including Exhibit B, or the Plan, the Employee should obtain
independent professional advice.



Nature of Scheme. The Company specifically intends that the Plan will not be an occupational
retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”).
Notwithstanding the foregoing, if the Plan is deemed to constitute an occupational retirement
scheme for the purposes of ORSO, then the Employee’s grant shall be void.



INDIA




Notifications



Exchange Control Information. The Employee understands that the Employee must repatriate any
proceeds from the sale of shares of Common Stock acquired under the Plan to India and convert the
proceeds into local currency within 90 days of receipt. The Employee will receive a foreign inward
remittance certificate (“FIRC”) from the bank where the Employee deposits the foreign currency.
The Employee should maintain the FIRC as evidence of the repatriation of funds in the event the
Reserve Bank of India, the Company, or an Affiliate requests proof of repatriation.







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NETHERLANDS




Terms and Conditions



No Entitlement. This provision supplements Section 7 of the Agreement:



By accepting the Award, the Employee acknowledges that the Award is intended as an incentive for
the Employee to remain employed with the Company or an Affiliate and is not intended as
remuneration for labor performed.




Notifications



Insider Trading Information. The Employee should be aware of the Dutch insider-trading rules,
which may impact the sale of shares of Common Stock issued upon vesting of the Award. In
particular, the Employee may be prohibited from effectuating certain transactions if he or she has
inside information about the Company.



Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information”
related to an issuing company is prohibited from effectuating a transaction in securities in or
from the Netherlands. “Inside information” is defined as knowledge of specific information
concerning the issuing company to which the securities relate or the trade in securities issued by
such company, which has not been made public and which, if published, would reasonably be expected
to affect the share price, regardless of the development of the price. The insider could be any
employee of any affiliate in the Netherlands who has inside information as described herein.



Given the broad scope of the definition of inside information, certain employees working at an
affiliate in the Netherlands may have inside information and, thus, would be prohibited from
effectuating a transaction in securities in the Netherlands at a time when the employee has such
inside information.




If the
Employee is uncertain whether the insider-trading rules apply to the Employee, then the Employee should consult with his or her personal legal advisor.



RUSSIA




Terms and Conditions



U.S. Securities Transaction. The Employee understands that the Award shall be valid and the
Agreement shall be concluded and become effective only when the Agreement is received
electronically or otherwise by the Company in the United States.




Notifications



Securities Law Information. This Exhibit B, the Notice, the Agreement, the Plan and all other
materials that the Employee may receive regarding participation in the Plan do not constitute
advertising or an offering of securities in Russia. The issuance of securities pursuant to the
Plan has not and will not be registered in Russia; hence, the securities described in any
Plan-related documents may not be used for offering or public circulation in Russia. In no event
will shares






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of Common Stock be delivered to the Employee in Russia; instead, all shares of Common Stock
acquired upon vesting of the Award will be maintained on the Employee’s behalf in the United
States.



Exchange Control Notification. Under current exchange control regulations, within a reasonably
short time after sale of the shares of Common Stock acquired under the Plan, the Employee must
repatriate the sale proceeds to Russia. Such sale proceeds must be credited initially to the
Employee through a foreign currency account at an authorized bank in Russia. After the sale
proceeds are initially received in Russia, the funds may be further remitted to foreign banks in
accordance with Russian exchange control laws.



The Employee should consult his or her personal advisor before remitting any sale proceeds to
Russia, as exchange control requirements may change.



SINGAPORE




Terms and Conditions



Payment of Award. This provision supplements Section 6 of the Agreement:



Notwithstanding any discretion in the Plan or the Agreement to the contrary, upon vesting of the
Unit Award, shares of Common Stock will be issued to the Employee. In no event will the Unit Award
be paid to the Employee in the form of cash.




Notifications



Securities Law Information. The Award is being made pursuant to the “Qualifying Person” exemption
under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.)
(“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of
Singapore. The Employee should note that the Award is subject to section 257 of the SFA and the
Employee will not be able to make any subsequent sale in Singapore of the shares of Common Stock
acquired through the vesting of the Award or any offer of such sale in Singapore unless such sale
or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other
than section 280) of the SFA (Cap 289, 2006 Ed.).



Director Notification Obligation. If the Employee is a director, associate director or shadow
director of a Singapore affiliate of the Company, the Employee is subject to certain notification
requirements under the Singapore Companies Act. Among these requirements is an obligation to
notify the Singapore affiliate in writing when the Employee receives an interest (e.g., Awards,
shares of Common Stock) in the Company or any related companies. Please contact the Company to
obtain a copy of the notification form. In addition, the Employee must notify the Singapore
affiliate when the Employee sells shares of the Company or any related company (including when the
Employee sell shares of Common Stock acquired through the vesting of his or her Award). These
notifications must be made within two (2) days of acquiring or disposing of any interest in the
Company or any related company. In addition, a notification must be made of the Employee’s
interests in the Company or any related company within two (2) days of becoming a director.







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SWEDEN



There are no country-specific provisions.



SWITZERLAND




Notifications



Securities Law Information. The Award is considered a private offering in Switzerland; therefore,
it is not subject to registration.



UNITED ARAB EMIRATES (DUBAI)




Notifications



Securities Law Information. The Agreement, including this Exhibit B, the Plan, and other
incidental communication materials are intended for distribution only to employees of the Company
and its Affiliates for the purposes of an employee compensation or reward scheme. The regulatory
authorities of the Dubai Technology and Media Free Zone Authority have no responsibility for
reviewing or verifying any documents in connection with the Award. Further, the shares of Common
Stock underlying the Award may be illiquid and/or subject to restrictions on their resale. If the
Employee is in any doubt about any of the contents of the Agreement, including Exhibit B, or the
Plan, the Employee should obtain independent professional advice.



UNITED KINGDOM



Payment of Award. This provision supplements Section 6 of the Agreement:



Notwithstanding any discretion in the Plan or the Agreement to the contrary, upon vesting of the
Unit Award, shares of Common Stock will be issued to the Employee. In no event will the Unit Award
be paid to the Employee in the form of cash.



Withholding. This provision supplements Section 10 of the Agreement:



If payment or withholding of the income tax is not made within ninety (90) days of the event giving
rise to the liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax
(Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected tax will
constitute a loan owed by the Employee to the Company or an Affiliate, effective on the Due Date.
The Employee agrees that the loan will bear interest at the then-current Official Rate of Her
Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company
or an Affiliate may recover it at any time thereafter by any of the means referred to in Section 10
of the Agreement.



Notwithstanding the foregoing, if the Employee is a director or executive officer of the Company
(within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the
Employee will not be eligible for such a loan to cover the income tax. In the event that the
Employee is a director or executive officer and the income tax due is not collected from or paid by
the Employee by the Due Date, the amount of any uncollected tax will constitute a benefit to the
Employee on which additional income tax and National Insurance contributions (“NICs”)






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(including the Employer NICs, as defined below) will be payable. The Employee will be responsible
for reporting and paying any income tax and NICs (including the Employer NICs, as defined below)
due on this additional benefit directly to HMRC under the self-assessment regime.



Joint Election. As a condition of the Award, the Employee agrees to accept any
liability for secondary Class 1 National Insurance contributions (the “Employer NICs”) which
may be payable by the Company or an Affiliate with respect to the vesting of the Award or
otherwise becomes payable with respect to a benefit derived in connection with the Award, and
to reimburse the Company or the Affiliate for such Employer NICs. The Employee further agrees
that the Company or the Affiliate may collect the Employer NICs from the Employee by any of the
means set forth in Section 10 of the Agreement.



If requested, the Employee further agrees and undertakes to execute a joint election between
the Company or an Affiliate (in a form satisfactory to the Company and the HMRC) and to execute
such other joint elections as may be required between the Employee and any successor to the
Company or the Affiliate to accomplish the transfer of the liability to pay Employer NICs to
the Employee.





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