Form of International Restricted Stock Unit Award Agreement



 Exhibit 10.61 
 THE DUN & BRADSTREET CORPORATION 
 2009 STOCK INCENTIVE PLAN

 INTERNATIONAL RESTRICTED STOCK UNIT AWARD 
 (DATE) 
 This RESTRICTED STOCK UNIT AWARD (this “Award”) is being
granted to Fname Lname (the “Participant”) as of this     day of             , YYYY (the “Award Date”) by THE
DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the meanings
ascribed to them in the Plan. 
 1. Grant of Restricted Stock Units. The Company hereby awards to
the Participant pursuant to the Plan #RSUs restricted stock units (“RSUs”). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award
and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company,
and no rights as a shareholder of the Company. 
 2. Vesting. Subject to Sections 3, 4 and 9 below, the
restrictions on the applicable percentage of the RSUs shall lapse and such percentage of the RSUs shall vest on each “Vesting Date” set forth in the following schedule provided the Participant remains in the continuous active employ of the
Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date: 
  

					
	Vesting Date	  	Percentage of RSUs Vested	  	# of RSUs Vested
	Award Date + # Year(s)	  	%	  	#
	Award Date + # Year	  	%	  	#
	Award Date + # Year	  	%	  	#


  
 -1-









 The foregoing provisions notwithstanding, and subject to the provisions of
Section 8 below, the Company may cause such number of RSUs to vest prior to the Vesting Dates to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the Vesting Dates. 

3. Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as
an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the RSUs. 

4. Termination of Employment On or After One Year Anniversary of Grant. If the Participant ceases to provide
services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date due to Retirement, death or Disability, any unvested RSUs shall become fully vested as of the date the Participant ceases to provide
services. If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the grant for any reason other than Retirement, death or Disability and prior to the next Vesting Date,
the Participant shall forfeit all rights to and interests in the unvested RSUs. 
 5. Voting. The
Participant will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying Shares. 
 6. Dividend Equivalents. Unless the Committee determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the
Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of RSUs (which may include fractional RSUs) based on the Fair Market
Value of a Share on the dividend payment date. The additional RSUs credited in connection with a dividend will be subject to the same restrictions as the RSUs in respect of which the dividend was paid, including, without limitation, the provisions
governing time and form of settlement or payment applicable to the associated RSUs. 
 7. Transfer
Restrictions. The RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, 

  
 -2-









 
attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the RSUs that have not been settled shall immediately be forfeited.

 8. Withholding Taxes. 

(a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the
Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s
participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The
Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the
grant, vesting or settlement of the RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividend equivalents or dividends; and (2) do not commit to and are under no obligation to structure the terms of
the grant or any aspect of the RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between
the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction. 
 (b) Prior to any relevant taxable or tax withholding event, as
applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the
obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has


  
 -3-









 
materially adverse accounting consequences, by the Participant’s acceptance of the RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the
Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.
Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to RSUs that will be permitted to be released and withheld (or sold on the
Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the RSUs that is considered nonqualified deferred compensation subject to
Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items. 
 (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates,
including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding
that a number of Shares are held back solely for the purpose of paying the Tax-Related Items. 
 (d) Finally, the
Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’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 if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related
Items. 
 9. Change in Control. If there is a Change in Control of the Company, any unvested RSUs shall
become fully vested as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Award Date until the date of the Change in Control. 

  
 -4-









 10. Delivery of Shares. 

(a) The Shares subject to the Award shall be delivered on (i) the applicable Vesting Dates or, (ii) if earlier,
the earliest vesting event contemplated under (1) Section 4 above in connection with the Participant’s death or the termination of the Participant’s employment due to Disability or Retirement or (2) Section 9 above in
connection with a Change in Control; provided, however, that if the Award or settlement of the Award constitutes an item of deferred compensation under Code Section 409A and the Change in Control is not a “change in control event”
within the meaning of Code Section 409A, the Shares subject to the Award shall be delivered in accordance with the applicable Vesting Dates or, if earlier, the earliest vesting event contemplated under Section 4 in connection with the
Participant’s death or the termination of the Participant’s employment due to Disability or Retirement. 
 (b) Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to of the Award or any other payment under this Award that constitutes an item of deferred
compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from
service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares
(or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from
service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A. 

  
 -5-









 (c) Until the Company determines otherwise, delivery of Shares on each
applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company. 

11. Change in Capital Structure. The terms of this Award, including the number of RSUs, shall be adjusted in
accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in
capitalization. 
 12. Detrimental Conduct Agreement. The obligations of the Company under this Award are
subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant. 

13. Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and
the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted,
operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee
may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an
obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax
consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or
compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto. 

  
 -6-









 14. Entire Agreement. The Plan is incorporated herein by reference
and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award (including the appendix) constitute the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in
conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within
its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. 
 15. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect
the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by
the Participant is purely voluntary. The future value of the underlying Shares is unknown and cannot be predicted with certainty. Participation in the Plan with respect to this Award shall not entitle the Participant to participate with respect to
any other award in the future, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s
“salary,” and thus, shall not be taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonuses, long-term service awards, retirement, pension payment,
welfare benefits, or any other employee benefits. In no event should the Award be considered as 

  
 -7-









 
compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor are RSUs and the Shares subject to the RSUs intended to replace any pension
rights or compensation. All decisions with respect to future RSUs, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the RSU grant will not be interpreted to form an
employment contract or relationship with the Company, the Employer or any Affiliate of the Company. In consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the
Participant ceasing to provide services to the Company or the Employer (regardless of the reason for the termination, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or
the terms of any employment agreement) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim. In the event of termination of the Participant’s employment (whether or not later found
to be invalid or in breach of the employment laws in the jurisdiction where the Participant provides services or the terms of any employment agreement), the Participant’s right to vest in RSUs under the Plan, if any, will terminate effective as
of the date that the Participant is no longer providing services as an employee. The Committee shall have the exclusive discretion to determine when the Participant is no longer providing services for purposes of the Participant’s RSU grant.
Unless otherwise provided in the Plan or Award or by the Company in its discretion, the RSUs and benefits evidenced by this document do not create any entitlement to have the RSUs transferred to, or assumed by, another company nor to be exchanged,
cashed out or substituted for, in connection with any Change in Control or other corporate transaction affecting the Shares. Neither the Company, the Employer nor any Affiliate shall be liable to the Participant for any foreign exchange rate
fluctuation between Participant’s local currency and the United 

  
 -8-









 
States dollar that may affect the value of the RSU or any amounts due to the Participant in the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement. 

16. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns
of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

 17. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering
and managing the Participant’s participation in the Plan. 
 The Participant understands that
the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and
management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s
country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes
the recipients to receive, possess, use, retain and 

  
 -9-









 
transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant
understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant 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 the Participant’s local human resources representative.
The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status
and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant RSUs or other equity awards or
administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of
the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative. 

18. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or
unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 
 19. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the
Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.


  
 -10-









 20. Language. If the Participant receives this Award 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. 

21. 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 Participant 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. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature. 

22. Appendix. Notwithstanding any provisions in this Award, the RSU shall be subject to any special terms and
conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the
Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award. 

23. Other Requirements. The Company reserves the right to impose other requirements on the Participant’s
participation in the Plan, on the RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements
or undertakings that may be necessary to accomplish the foregoing. 
 24. Waiver. The Participant
acknowledges that a waiver by the Company of breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.

 25. Governing Law. 

  
 -11-









 (a) The laws of the State of New Jersey, U.S.A., including tort claims,
(without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement. 

(b) Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall
bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A. 
 (c) Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding
arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non
conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. 

(d) Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of
(a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out
of or relating to this Award. 

  
 -12-









 IN WITNESS WHEREOF, this Restricted Stock Unit Award has been duly executed as of the date
first written above. 
  

			
	THE DUN & BRADSTREET CORPORATION
		
	By:	 	  

		 	 Leader Name
 Leader Title



  

  
 -13-









 APPENDIX 
 THE DUN & BRADSTREET CORPORATION 
 2009 STOCK INCENTIVE PLAN

 INTERNATIONAL RESTRICTED STOCK UNIT AWARD 
 This Appendix includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the
Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award or the Plan. 
 This Appendix also
includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’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 February 2012. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of
information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant vests in the RSUs, or when the Participant sells the Shares acquired under the Plan.

 In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the
Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the
Participant’s situation. 
 Finally, the Participant understands that if he or she a citizen or resident of a country other than the one in
which the Participant is currently working, transfers employment after the Award Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall,
in its discretion, determine to what extent the terms and conditions contained herein shall apply. 
 AUSTRALIA

 Notifications 

Securities Law Information. If the Participant acquires Shares under the Plan and offers his or her Shares for sale to a person or entity resident
in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice with respect to his or her disclosure obligations prior to making any such offer. 

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers.
The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant will be required to file the report. 

  
 -14-









 BELGIUM 
 Terms and Conditions 
 Termination of Employment on or After One Year Anniversary
of Grant. This provision replaces Section 4 of the Award: 
 If the Participant’s active employment with the Company and its
Affiliates terminates on or after the one year anniversary of the Award Date due to death, Disability (as defined in the Plan) or retirement (meaning the employee meets the definition of “Retirement” set forth in the Plan and is eligible
for and will receive pension benefits directly following the termination date of his or her employment contract)), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred
to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the Award Date for any reason other than death, Disability or retirement (as defined in
the preceding sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs. 
 Notifications 
 Tax Reporting Notification. The Participant is required to
report any brokerage or bank accounts opened and maintained outside Belgium on his or her annual tax returns. 
 CHINA

 Terms and Conditions 
 The following provision will apply only to the Participants who are People’s Republic of China (“PRC”) nationals. 
 Immediate Sale Restriction. Due to regulatory requirements in the PRC, upon the vesting and settlement of the RSUs, the Participant agrees to the immediate sale of any Shares issued. The
Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization), and the Participant expressly authorizes
the Company’s designated broker to complete the sale of such Shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of
the Shares, the Company agrees to pay the cash proceeds from the sale, less any brokerage fees or commissions, to the Participant. The Participant understands and agrees that Tax-Related Items may be taken by the Employer from the Participant’s
salary or other cash compensation. 
 Notifications 
 Exchange Control Information. To the extent Participant is a PRC national, he or she understands and agrees that, due to exchange control laws in the PRC, the Participant will be required to
immediately repatriate to the PRC the cash proceeds from the sale of any Shares 

  
 -15-









 
acquired at vesting of the RSUs. The Participant further understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control
account established by the Company or Affiliate of the Company, and the Participant hereby consents and agrees that the proceeds from the sale of Shares acquired under the Plan may be transferred to such special account prior to being delivered to
the Participant. The proceeds may be paid in U.S. dollars or local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, the Participant acknowledges that he or she may be required to set up a U.S. dollar bank account
in China so that the proceeds may be delivered to this account. If the proceeds are converted to local currency, the Participant acknowledges that the Company (including its Affiliates) is under no obligation to secure any exchange conversion rate,
and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in the PRC. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the sale
proceeds are distributed through any such special exchange account. The Participant 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 controls in the
PRC. Without limitation to the foregoing, the Participant agrees to sign any agreements, forms and/or consents that may be requested by the Company or the Company’s designated broker to effectuate the sale of Shares at settlement of the RSUs
and the remittances, transfers, conversions or other processes affecting the proceeds from such sale. 
 FRANCE

 Terms and Conditions 
 Language Consent 
 By accepting the RSUs, Participant confirms having read and understood
the Plan and the Award, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly. 
 En acceptant les <<RSUs>>, le Participant confirme avoir lu et compris le Plan et l’attribution, incluant tous leurs termes et conditions, qui ont été transmis en langue
anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause. 
 Notifications 

Exchange Control Information. The Participant must comply with the exchange control regulations in France. The Participant may hold stock outside
France, provided the Participant declares any bank or stock account opened, held or closed abroad to the French tax authorities on an annual basis in the Participant’s personal income tax returns. Furthermore, the Participant must declare to
the customs and excise authorities any cash or securities the Participant imports or exports without the use of a financial institution when the value of the cash or securities exceeds €10,000. 

Awards Not Tax-Qualified. The Participant understands that the RSUs are not intended to be French tax-qualified. 

  
 -16-









 HONG KONG 
 Terms and Conditions 
 Warning: The RSUs and Shares issued at vesting do not
constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Award, including this Appendix, 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 RSUs are intended only for the personal use of each eligible employee of the Employer, the Company or its Affiliate and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Award,
including this Appendix, or the Plan, the Participant should obtain independent professional advice. 
 Vesting. This provision
supplements Section 2 of the Award. 
 In the event the Participant’s RSUs vest and Shares are issued to the Participant within six
months of the Award Date, the Participant agrees that he or she will not dispose of any Shares acquired prior to the six-month anniversary of the Award Date. 
 RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, RSUs granted to the Participant in Hong Kong do not provide any right for the
Participant to receive a cash payment; the RSUs are payable in Shares only. 
 Notifications 

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. 
 Securities Law Information. The RSUs and the Shares to be issued upon vesting of the RSUs do not
constitute a public offer of securities and are available only for employees of the Company or an Affiliate. 
 IRELAND

 Notifications 

Director Notification Requirement. If the Participant is a director, shadow director or secretary of an Irish Affiliate, pursuant to
Section 53 of the Irish Company Act 1990, the Participant must notify the Irish company in writing within five business days of receiving or disposing of an interest in the Company (e.g., RSUs, Shares, etc.), or within five business days
of becoming aware of the event giving rise to the notification requirement, or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the
interests of a spouse or minor child whose interests will be attributed to the director, shadow director or secretary, or minor child whose interests will be attributed to the director, shadow director or secretary. 

  
 -17-









 NETHERLANDS 
 Terms and Conditions 
 Termination of Employment On or After One Year Anniversary
of Grant. This provision replaces Section 4 of the Award: 
 If the Participant’s active employment with the Company and its
Affiliates terminates on or after the one year anniversary of the grant due to death, Disability (as defined in the Plan) or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan and is eligible to
receive and will receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract) any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting
date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than death, Disability or
retirement (as defined in the following sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs. 
 Notifications 
 Securities Law Information. The Participant should be aware of
the Dutch insider trading rules, which may impact the sale of Shares acquired under the Plan. In particular, the Participant may be prohibited from effecting certain share transactions if he or she has insider information regarding the Company.

 By accepting the RSUs, the Participant acknowledges having read and understood this Securities Law Information section and acknowledges that
it is his or her responsibility to comply with the following Dutch insider trading rules: 
 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 stock price, regardless
of the development of the price. In the case of the Company, an 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 a Affiliate in the Netherlands (including the Participant) may have inside information and, thus, would be
prohibited from effectuating a transaction in securities in the Netherlands at a time when the Participant had such inside information. 

  
 -18-









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

Terms and Conditions 

Securities Law Information. The RSUs are being granted to the Participant 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 Participant should note that such RSU
grant is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Option unless such sale or offer in Singapore is made
pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.). The Shares are currently traded on the NYSE, which is located outside of Singapore, and Shares acquired
under the Plan may be sold through this exchange. 
 Notifications 
 Director Notification Requirement. Directors of a Singaporean Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore
Affiliate in writing of an interest (e.g., unvested RSUs, Shares, etc.) in the Company or any Affiliate within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest
(e.g., when Shares acquired at vesting are sold), or (iii) becoming a director. 
 Insider Trading Notification. The
Participant should be aware of the Singapore insider trading rules, which may impact the acquisition or disposal of Shares or rights to Shares under the Plan. Under the Singapore insider trading rules, the Participant is prohibited from selling
Shares when the Participant is in possession of information which is not generally available and which the Participant knows or should know will have a material effect on the price of Shares once such information is generally available. 

UNITED KINGDOM 

Terms and Conditions 

Withholding Taxes. This provision supplements Section 8 of the Award: 
 The Participant agrees that if the Participant does not pay or the Employer or the Company does not withhold from the Participant the full amount of income tax that the Participant owes due to the vesting
of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in
Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall 

  
 -19-









 
constitute a loan owed by the Participant to the Employer, effective 90 days after the Taxable Event. The Participant agrees that the loan will bear interest at the then current rate of Her
Majesty’s Revenue and Customs (“HMRC”) and will be immediately due and repayable by the Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any
other funds due to the Participant by the Employer, by withholding in Shares issued upon vesting and settlement of the RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from the Participant. The Participant also
authorizes the Company to delay the issuance of any Shares to the Participant unless and until the loan is repaid in full. 
 Notwithstanding
the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the
event that the Participant is an officer or executive director and income tax is not collected from or paid by the Participant within 90 days of the Taxable Event, the amount of any uncollected income tax may constitute a benefit to the Participant
on which additional income tax and national insurance contributions may be payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter
by any of the means referred to in Section 8 of the Award. However, the Participant is primarily responsible for reporting and paying any income tax and national insurance contributions due on this additional benefit directly to HMRC under the
self-assessment regime. 
 RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award,
RSUs granted to the Participant in the United Kingdom do not provide any right for the Participant to receive a cash payment; the RSUs are payable in Shares only. 
 Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award: 
 If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the Award Date due to death or Disability (as defined in the Plan), any
unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates
terminates on or after the one year anniversary of the Award Date for any reason other than death or Disability and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs. Notwithstanding
any provision in the Plan to the contrary, due to legal restrictions, if the Participant’s active employment with the Company and its Affiliates terminates for reason of Retirement on or after the first anniversary of the Award Date, the
vesting of the RSU shall not be accelerated and any unvested RSUs shall be forfeited as of the date active employment ends. 

  
 -20-