EX-10.5



 Exhibit 10.5 

UK SUB-PLAN TO THE 

BAZAARVOICE, INC. 
 2012
EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 

Unless otherwise defined herein, the terms defined in the UK Sub-Plan to the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the
“Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”). 
  

	I.	NOTICE OF RESTRICTED STOCK UNIT GRANT 

 Participant Name: 

Address: 
 You have been
granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: 
  

					
	Grant Number		  
		 
			
	Date of Grant		  
		
			
	Vesting Commencement Date		  
		
			
	Total Number of Shares Granted		  
		

 Vesting Schedule: 

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the
following schedule: 
 [insert vesting schedule] 

In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the
Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will immediately terminate. 
 By Participant’s
signature and the signature of the representative of Bazaarvoice, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan
and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, the Stock Trading Plan for Mandatory Sale of Shares to Cover Tax Withholding Obligations attached as Exhibit B
(the “Stock Trading Plan”), the Joint Election and the Section 431 Election, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain
the advice of 







 
counsel prior to executing this Award Agreement and fully understands all provisions of the Plan, Award Agreement, Joint Election and Section 431 Election. Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan, Award Agreement, the Joint Election and the Section 431 Election. Participant further agrees to notify the
Company upon any change in the residence address indicated below. 
  

					
	PARTICIPANT:				BAZAARVOICE, INC.
			
	  
				  

	Signature				By
			
	  
				  

	Print Name				Title
			
	Residence Address:				
			
	  
				
			
	  
  
				


  
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 EXHIBIT A 

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 

1. Grant of Restricted Stock Units. The Company hereby grants to the individual named in the UK Notice of Restricted Stock Unit Grant
attached as Part I of this Award Agreement (the “Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference.
Subject to Section 17 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. 

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless
and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such
Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in
the event of Participant’s death, to the Participant’s Personal Representative) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of
Section 4, such vested Restricted Stock Units will be paid in Shares as soon as practicable after vesting, but in each such case within the period ending no later than the date that is two and one-half
(2 1⁄2) months from the end of the Company’s tax year that includes the vesting date. 

3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this
Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance
with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. 

4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator. 

Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the
balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as
determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of
such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6)

  
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month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and
one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the
Participant’s Personal Representative as soon as practicable following his or her death. It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under
this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Award Agreement, “Section 409A”
means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time. 

5. Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, the
balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate. 

6. Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then
deceased, be made to Participant’s Personal Representative. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 
 7. Tax Obligations 

(a) Withholding. In the event that the Company determines that it or any Subsidiary is required to account to HM Revenue &
Customs for the Award Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the vesting of this Award, the Participant, as a condition to the vesting of the Award, shall make arrangements satisfactory to the
Company to enable it or any Subsidiary to satisfy all withholding liabilities. The Participant shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the
vesting or disposition of Shares purchased by exercising this Award. 
 (b) Tax Consultation. Participant understands that he or she
may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that he or she will consult with any tax advisors Participant deems appropriate in connection with the purchase or
disposition of the Shares and that Participant is not relying on the Company or any Affiliate for any tax advice. 
 (c) Section 431
Election. As a further condition of the vesting of this Award, the Participant shall have signed a Section 431 Election in the form set out in Exhibit C or in such other form as may be determined by HM Revenue & Customs from
time to time. 

  
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 (d) Employer’s National Insurance Charges. As a further condition of the vesting of
an Award under the Plan the Participant shall join with the Company or any other company or person who is or becomes a Secondary Contributor in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the
whole of any Secondary NIC Liability. 
 (e) Participant’s Tax Indemnity. 

(i) Indemnity. To the extent permitted by law, the Participant hereby agrees to indemnify and keep indemnified the Company, and
the Company as trustee for and on behalf of any related corporation, for any Award Tax Liability and Secondary NIC Liability. 
 (ii) No
Obligation to Issue Shares. The Company shall not be obliged to allot and issue any Shares or any interest in Shares pursuant to the vesting of this Award unless and until the Participant has paid to the Company such sum as is, in the opinion of
the Company, sufficient to indemnify the Company in full against the Award Tax Liability and the Secondary NIC Liability, or the Participant has made such other arrangement as in the opinion of the Company will ensure that the full amount of any
Award Tax Liability and any Secondary NIC Liability will be recovered from the Participant within such period as the Company may then determine. 

(iii) Right of Retention. In the absence of any such other arrangement being made, the Company shall have the right to retain out of
the aggregate number of shares to which the Participant would have otherwise been entitled upon the vesting of this Award, such number of Shares as, in the opinion of the Company, will enable the Company to sell as agent for the Participant (at the
best price which can reasonably expect to be obtained at the time of the sale) and to pay over to the Company sufficient monies out of the net proceeds of sale, after deduction of all fees, commissions and expenses incurred in relation to such sale,
to satisfy the Participant’s liability under such indemnity. By accepting this Award Agreement, you expressly consent to the sale of Shares to cover the Tax Obligations (and any associated broker or other fees) pursuant to Stock Trading Plan
set forth in Exhibit B and agree and acknowledge that you may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written
consent 
 8. Acknowledgements. 

(a) Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts this Award of Restricted Stock Units subject to all of the terms and provisions thereof. Participant has reviewed the Plan (including any applicable appendixes or sub-plans
thereunder), this Agreement, the Joint Election and the Section 431 Election in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Award.
Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. Participant further agrees to notify the Company upon any change
in the residence address indicated below. 

  
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 (b) The Company (which may or may not be Participant’s Employer) is granting the Restricted
Stock Units. The Company will administer the Plan from outside Participant’s country of residence, and United States law will govern all Restricted Stock Units granted under the Plan. The Section 431 Election and the Joint Election shall
be governed by the laws of England and Wales. 
 (c) Participant acknowledges that benefits and rights provided under the Plan are wholly
discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Laws, the benefits and rights provided under the Plan are not to be considered part of Participant’s
salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits
or rights of any kind. Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: 

(i) the loss or diminution in value of such rights under the Plan, or 

(ii) Participant ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination.

 (d) The grant of the Restricted Stock Units, and any future grant of Restricted Stock Units under the Plan is entirely voluntary, and at
the complete discretion of the Company. Neither the grant of the Restricted Stock Units nor any future grant of Restricted Stock Units by the Company will be deemed to create any obligation to grant any further Restricted Stock Units, whether or not
such a reservation is explicitly stated at the time of such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. 

(e) The Plan will not be deemed to constitute, and will not be construed by Participant to constitute, part of the terms and conditions of
employment, and the Company will not incur any liability of any kind to Participant as a result of any change or amendment, or any cancellation, of the Plan at any time. 

(f) Participation in the Plan will not be deemed to constitute, and will not be deemed by Participant to constitute, an employment or
employment relationship of any kind with the Company. 
 10. Data protection. 

(a) By entering into this Award Agreement, and as a condition of the grant of the Award, Participant consents to the collection, use, and
transfer of personal data as described in this paragraph to the full extent permitted by and in full compliance with applicable laws. 

  
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 (b) Participant understands that the Company and its Subsidiaries hold Data about the Participant
for the purpose of managing and administering the Plan. 
 (c) Participant further understands that the Company and/or its Subsidiaries will
transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Participant’s participation in the Plan, and that the Company and/or its Subsidiary may each further transfer Data to any Data
Recipients. 
 (d) Participant understands that these Data Recipients may be located in Participant’s country of residence or
elsewhere, such as the United States. Participant authorises the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Participant’s
participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf, to a broker or third party with whom the Shares acquired on
vesting may be deposited. Where the transfer is to be to a destination outside the European Economic Area, the Company shall take reasonable steps to ensure that the Participant’s personal data continues to be adequately protected and securely
held. 
 (e) Participant understands that Participant may, at any time, review the Data, request that any necessary amendments be made to
it, or withdraw Participant’s consent herein in writing by contacting the Company. Participant further understands that withdrawing consent may affect Participant’s ability to participate in the Plan. 

11. English Language. Participant has received the terms and conditions of this Agreement and any other related communications, and
Participant consents to having received these documents in English. If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the translated version is different than
the English version, the English version will control. 
 12. Rights as Stockholder. Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and
receipt of dividends and distributions on such Shares. 
 13. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES
THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF
BEING EMPLOYED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN 

  
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DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH
PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER. 

13. Additional terms. 

(a) Participant has no right to compensation or damages for any loss in respect of the Award where such loss arises (or is claimed to arise),
in whole or in part, from the termination of Participant’s employment; or notice to terminate employment given by or to Participant. This exclusion of liability shall apply however termination of employment, or the giving of notice, is caused
other than in a case where a competent tribunal or court, from which there can be no appeal (or which the relevant employing company has decided not to appeal), has found that the cessation of the Participant’s employment amounted to unfair or
constructive dismissal of Participant and however compensation or damages may be claimed. 
 (b) Participant has no right to compensation or
damages for any loss in respect of an Award where such loss arises (or is claimed to arise), in whole or in part, from any company ceasing to be a Subsidiary of the Company; or the transfer of any business from a Subsidiary of the Company to any
person which is not a Subsidiary of the Company. This exclusion of liability shall apply however the change of status of the relevant company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.

 14. Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the
Company, in care of Stock Administration at Bazaarvoice, Inc. at 3900 N. Capital of Texas Highway, Suite 300, Austin, Texas 78746, or at such other address as the Company may hereafter designate in writing. 

15. Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately
will become null and void. 
 16. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein,
this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

17. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any 

  
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governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal
securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable
efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. 

18. Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. 

19. Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such
rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have
vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally
liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 
 20.
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or
request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system
established and maintained by the Company or another third party designated by the Company. 
 21. Captions. Captions provided herein
are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement. 
 22. Agreement
Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining
provisions of this Award Agreement. 
 23. Modifications to the Agreement. This Award Agreement, the Joint Election and the
Section 431 Election constitute the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written 

  
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contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award
Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in
connection to this Award of Restricted Stock Units. 
 24. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may
be amended, suspended or terminated by the Company at any time. 
 25. Governing Law. This Award Agreement will be governed by the
laws of the State of Texas, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Award Agreement, the parties hereby submit to and
consent to the jurisdiction of the State of Texas, and agree that such litigation will be conducted in the courts of Travis County, Texas, or the federal courts for the United States for the Western District of Texas no other courts,
where this Award of Restricted Stock Units is made and/or to be performed. The Section 431 Election and Joint Election shall be governed by the laws of England and Wales. 

EXHIBIT B 
 STOCK
TRADING PLAN FOR MANDATORY SALE OF SHARES TO COVER 
 TAX WITHHOLDING OBLIGATIONS 

By accepting the Award of Restricted Stock Units, I am adopting and entering into this stock trading plan (the “Sales Plan”) so that
I may receive the necessary proceeds to satisfy any requirements to pay the minimum income taxes, employment taxes, social security taxes, social 

  
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insurance, payroll taxes, contributions, payment on account obligations, national taxes and other applicable taxes and payments (collectively, “Taxes”) required to be withheld by
Bazaarvoice, Inc. (the “Company”) (or the parent or subsidiary of the Company employing me) on my behalf if and when such tax withholding obligations arise as a result of the grant of the Award of Restricted Stock Units or any other grant
by the Company to me of any restricted stock units, shares of restricted stock or performance shares. I agree and acknowledge that I am not selling shares of Company common stock (“Shares”) on the basis of or while aware of material
nonpublic information or that such sales evidence my awareness of material nonpublic information or information at variance with the Company’s statements to investors. 

1. Recitals. 
 (a) I intend for this Sales
Plan to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, all provisions hereof will be interpreted consistent with Rule 10b5-1 and will be
automatically modified to the extent necessary to comply therewith. 
 (b) I am establishing this Sales Plan in order to permit the orderly
disposition of a portion of the Shares that I acquired (or will acquire) pursuant to an award of restricted stock units, restricted stock or performance shares (each, an “Equity Award”). The Shares are being sold to provide the necessary
proceeds to satisfy any Taxes if and when any tax withholding obligations arise, as well any broker or other fees associated with such sales. By adopting and entering into this Sales Plan, I agree and acknowledge that I may not satisfy such Taxes
and associated broker and other fees by any means other than the sale of Shares pursuant to the terms and conditions of this Sales Plan. This Sales Plan will apply to the mandatory sale of Shares under all future Equity Awards received by me from
the Company. 
 (c) Unless otherwise defined herein, the terms in this Sales Plan will have the same defined meanings as in the
Company’s 2012 Equity Incentive Plan (the “Plan”). 
 2. Representations, Warranties and Covenants. I hereby represent, warrant and
covenant that: 
 (a) I am not aware of any material nonpublic information concerning the Company or its securities. I am entering into this
Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the United States federal securities laws. 
 (b) Once
vested, the Shares to be sold under this Sales Plan will be owned free and clear by me and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rule 144 under the Securities
Act of 1933, as amended. 
 (c) If I am an executive officer or director of the Company, I acknowledge that any filings required under
Section 16 of the Exchange Act are my sole responsibility. 

  
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 (d) I am aware that in order for this Sales Plan to constitute a plan pursuant to
Rule 10b5-1(c) of the Exchange Act, I must not enter into or alter a corresponding or hedging transaction with respect to the Shares. 

(e) I will not directly or indirectly communicate any information relating to the Company or the Company’s securities to any employee of
the Broker (defined below) or its affiliates who is directly or indirectly involved in executing this Sales Plan at any time while this Sales Plan is in effect. 

3. Implementation of the Plan. 
 (a) I
hereby appoint the Company to appoint a broker (the “Broker”) to sell Shares pursuant to the terms and conditions set forth below. 

(b) The Broker is authorized to begin selling Shares pursuant to this Sales Plan commencing on the date that the first Shares under the Equity
Award vest or at the time a tax withholding obligation arises with respect to the Equity Award. The Broker will sell such number of Shares as will be required to satisfy (i) any applicable Taxes in accordance with my then current applicable
withholding rate (including any supplemental rate), and (ii) any associated broker or other fees. 
 (c) I understand that the Broker
may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to the Broker or any other event or circumstance (a “Blackout”). I also understand that even in the absence of a
Blackout, the Broker may be unable to effect sales consistent with ordinary principles of best execution, due to insufficient volume of trading, or other market factors in effect on the date of a sale. I agree that neither the Company and its
affiliates and their directors, officers, employees, and agents nor the Broker and its affiliates and their directors, officers, employees, and agents (collectively, “Persons”) will have any liability whatsoever to me for any action taken
or omitted to be taken in connection with the Sales Plan, the making of any sale, or any amendment, modification or termination of this Sales Plan, unless such liability is determined in a non-appealable order
of a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or bad faith of the Person. I further agree to hold each Person free and harmless from any and all losses, damages, liabilities or expenses
(including reasonable attorneys’ fees and costs) incurred or sustained by such Person in connection with or arising out of any suit, action or proceeding relating to this Sales Plan, any sale, or any amendment, modification or termination of
this Sales Plan (each an “Action”) and to reimburse each Person for its expenses, as they are incurred, in connection with any Action, unless such loss, damage, liability or expense is determined in a non-appealable order of a court of
competent jurisdiction to be solely the result of such Person’s gross negligence, willful misconduct, or bad faith. 
 (d) The Company
is authorized to make special handling trade services available to me through the Broker (by or through its affiliates and/or other third party broker dealers designated by the Broker), under which the Shares may be aggregated as one order with
Shares in all other participants’ Sales Plans, thereby resulting in non-preferential pricing of order execution and an average sale execution price of Shares under all participants’ Sales Plans. I


  
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understand that the Company may suspend the special handling trade services in its sole discretion and that the Company or the Broker may terminate the special handling trade services agreement
at any time. 
 4. Termination. This Sales Plan will terminate upon the last day of my service with the Company, or Company subsidiary employing me.
This Sales Plan may not be terminated, modified or amended at any time without the prior approval of the Administrator. 

  
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 EXHIBIT C 

SECTION 431 ELECTION 

  
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