Exhibit
10.2


 


COHERENT, INC.


2001 Stock Plan


Amended Global Stock Option Agreement


 


1.                     Grant of
Option.    The Board of Directors of the
Company hereby grants to the Optionee named in the Notice of Grant attached as Part I
of this agreement (the “Optionee”) an option (the “Option”) to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the “Exercise Price”), subject to
the terms and conditions of the Plan, which is incorporated herein by
reference.  Subject to Section 18(c) of
the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this option agreement (the “Option
Agreement”), the terms and conditions of the Plan shall prevail.


 


If designated in the Notice of Grant as an
Incentive Stock Option (“ISO”), this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code.  However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of
Code Section 422(d) it shall be treated as a Nonstatutory Stock
Option (“NSO”).


 


2.                     Exercise of
Option.


 


(a)           Right to
Exercise.  This Option
is exercisable during its term in accordance with the Vesting Schedule set out
in the Notice of Grant and the applicable provisions of the Plan and this
Option Agreement.  In the event of
Optionee’s death, Disability or other termination of Optionee’s active employment
or consulting relationship, the exercisability of the Option is governed by the
applicable provisions of the Plan and this Option Agreement.


 


(b)           Method of Exercise.  Exercises are transacted electronically (or
by telephone) through the Optionee’s individual account at E*Trade or other
company designated broker.  The Company
provides OptionsLink Account Activation Instructions at the time of option
award.


 


No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all Applicable Laws, including
the requirements of any stock exchange or quotation service upon which the
Shares are then listed.  Assuming such
compliance, for tax purposes the Shares shall be considered transferred to the
Optionee on the date the Option is exercised with respect to such Shares.


 


3.                     Method of
Payment.  Payment of
the aggregate Exercise Price and Tax-Related Items (as defined in paragraph 6
below) shall be by any of the following, or a combination thereof:


 


(a)           cash (in U.S.
dollars);


 


(b)           check (in U.S.
dollars); or


 


(c)           cashless same-day
sale executed electronically (or by telephone) with E*Trade or such other
broker designated by the Company under a cashless exercise program, which shall
effect an exercise of the Option and delivery to the Company of the sale
proceeds required to pay the Exercise Price and Tax-Related Items; or


 

















 


(d)            surrender of other previously owned Shares that have
a Fair Market Value on the date of surrender equal to the aggregate Exercise
Price of Exercised Shares.


 


4.                     Non-Transferability
of Option.  This Option
may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee
only by Optionee.  The terms of the Plan
and this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.


 


5.                     Term of Option.  This Option may be exercised only within the
term set out in the Notice of Grant and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.


 


6.                     Responsibility for Taxes. 
Regardless of any action the Company or the Optionee’s employer (the “Employer”)
takes with respect to any or all income tax, social insurance, payroll tax,
payment on account, or other tax-related items related to the Optionee’s
participation in the Plan and applicable to the Optionee (“Tax-Related Items”),
the Optionee acknowledges that the ultimate liability for all Tax-Related Items
is and remains the Optionee’s responsibility and may exceed the amount actually
withheld by the Company or the Employer. 
The Optionee 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 Option, including, but not limited
to, the grant, vesting or exercise of the Option, and the subsequent sale of
Shares acquired pursuant to such exercise; and (2) do not commit to and
are under no obligation to structure the terms of the grant or any aspect of
the Option to reduce or eliminate the Optionee’s liability for Tax-Related
Items or to achieve any particular tax result. 
Further, if the Optionee has become subject to tax in more than one
jurisdiction between the date of grant and the date of any relevant taxable
even, the Optionee 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.


 


Prior to any relevant
taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, the Optionee authorizes the Company and/or the Employer, 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 the
Employer; or


 


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


 


(c)           withholding in Shares to be issued upon exercise of
the Option.


 


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, for tax purposes, the Optionee is deemed to have been
issued the full number of Shares subject to the exercised Option,
notwithstanding that a number of the Shares are held back solely for the 


 


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purpose of paying the Tax-Related Items
due as a result of any aspect of the
Optionee’s participation in the Plan.


 


Finally, the Optionee shall 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 Optionee’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 Optionee
fails to comply with the Optionee’s
obligations in connection with the Tax-Related Items.


 


7.                   Tax
Consequences for U.S. Taxpayers.  The following information applies for U.S.
taxpayers only.  Some of the federal and
California tax consequences relating to this Option, as of the date of this
Option, are set forth below.  THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE.  THE OPTIONEE SHOULD CONSULT A
TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(a)           Exercising the
Option.


 


(i)            Nonstatutory
Stock Option.  The Optionee
may incur federal income tax and California income tax liability upon exercise
of a NSO.  The Optionee will be treated
as having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Exercised Shares
on the date of exercise over their aggregate Exercise Price.  If the Optionee is an Employee or a former
Employee, the Company will be required to withhold from his or her compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of
exercise by any method described in Paragraph 6 above, and may refuse to honor
the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.


 


(ii)           Incentive Stock
Option.    If this Option qualifies as
an ISO, the Optionee will have no regular U.S. federal income tax or California
income tax liability upon its exercise, although the excess, if any, of the
Fair Market Value of the Exercise Shares on the date of exercise over their
aggregate Exercise Price will be treated as an adjustment to alternative
minimum taxable income for federal tax purposes and may subject the Optionee to
alternative minimum tax in the year of exercise.  In the event that the Optionee undergoes a
change of status from Employee to Consultant, any Incentive Stock Option of the
Optionee that remains unexercised shall cease to qualify as an Incentive Stock
Option and will be treated for tax purposes as a Nonstatutory Stock Option on
the ninety-first (91st) day following such change of status.


 


(b)             Disposition of
Shares.


 


(i)            NSO.       If the Optionee holds NSO
Shares for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for U.S. federal income tax purposes.


 


(ii)           ISO.        If the Optionee holds ISO
Shares for at least one year after exercise and two years after the grant date,
any gain realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes. 
If the Optionee disposes of ISO Shares within one year after exercise or
two years after the grant date, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income 


 


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rates) to the extent of the excess, if any, of the lesser of (A) the
difference between the Fair Market Value of the Shares acquired on the date of
exercise and the aggregate Exercise Price, or (B) the difference between
the sale price of such Shares and the aggregate Exercise Price.


 


(c)           Notice of
Disqualifying Disposition of ISO Shares.   If the Optionee sells or otherwise disposes
of any of the Shares acquired pursuant to an ISO on or before the later of (i) two
years after the grant date, or (ii) one year after the exercise date, the
Optionee shall immediately notify the Company in writing of such
disposition.  The Optionee agrees that he
or she may be subject to income tax withholding by the Company on the
compensation income recognized from such early disposition of ISO Shares by payment
in cash or out of the current earnings paid to the Optionee.


 


8.                     Entire
Agreement; Governing Law.   The
Plan is incorporated herein by reference. 
The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely to
the Optionee’s interest except by means of a writing signed by the Company and the
Optionee.  The Option grant and the
provisions of this Option Agreement are governed by the laws of the State of
California, except for that body of law pertaining to conflict of laws.  For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
the grant or this Option Agreement, the parties herby submit to and consent to
the exclusive jurisdiction of the State of California and agree that such
litigation shall be conducted only in the courts of Santa Clara County,
California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this grant is made and/or to
be performed.


 


9.                     Termination
Period.     This Option may be exercised
for ninety (90) days after termination of the Optionee’s active employment or
consulting relationship with the Company. 
Upon the death or Disability of the Optionee, this Option may be
exercised for such longer period as provided in the Plan.  In the event of the Optionee’s change in
status from Employee to Consultant or Consultant to Employee, this Option
Agreement shall remain in effect.  In no
event shall this Option be exercised later than the Term/Expiration Date as
provided above.


 


10.               Acknowledgements.  The Optionee acknowledges
the following:


 


(a)           The Company (and not the Employer) is granting the Option.  The Company will administer the Plan from the
United States, which may be outside the Optionee’s country of residence, and the
laws of the United States of America and/or the State of California law will
govern all options granted under the Plan (as described in paragraph 8 above).


 


(b)           The benefits and rights provided under the Plan, if any, are wholly
discretionary and, although provided by the Company, do not constitute regular
or periodic payments.


 


(c)           The Optionee is voluntarily participating in the Plan.


 


(d)           The Option and the Shares subject to the Option are not intended to replace
any pension rights or compensation.


 


(e)           The Option and the Shares subject to the Option are
not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, 


 


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vacation, 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, the Employer, or any Subsidiary.


 


(f)            No claim or entitlement to
compensation or damages shall arise from forfeiture of the Option resulting
from termination of employment by the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws), and in
consideration of the grant of the Option to which the Optionee is otherwise not
entitled, the Optionee irrevocably agrees never to institute any claim
against the Company or the Employer, waives his or her ability, if any, to
bring any such claim, and releases the Company  and
the Employer from any such claim; if, notwithstanding the foregoing, any such
claim is allowed by a court of competent jurisdiction, then, by participating
in the Plan, the Optionee shall be deemed irrevocably to have agreed not to
pursue such claim and agrees to execute any and all documents necessary to
request dismissal or withdrawal of such claims.


 


(g)           The future value of the underlying Shares is unknown and cannot be
predicted with certainty.


 


(h)           The grant of the Option, and all decisions with respect to any future grant
of options under the Plan, is at the complete discretion of the Company.


 


(i)            The grant of the Option is voluntary and occasional and does not create any
obligation to grant any further options, or benefits in lieu of options, even
if options have been granted repeatedly in the past and whether or not such a
reservation is explicitly stated at the time of such a grant.


 


(j)            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.


 


(k)           The Option, the Shares subject to the Option, and the Plan are
extraordinary items that do not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer and will not be
deemed to constitute, and will not be construed by the Optionee to constitute,
part of the terms and conditions of employment or any employment contract, and
the Company will not incur any liability of any kind to the Optionee as a
result of any change or amendment, or any cancellation, of the Plan at any
time.


 


(l)            The Optionee’s participation in the Plan shall not create a right to
further employment with the Employer and shall not interfere with the ability
of the Employer to terminate the employment relationship at any time.


 


(m)          The Option grant and the Optionee’s participation in the Plan will not be deemed
to constitute, and will not be deemed by the Optionee to constitute, an
employment contract or labor relationship of any kind with the Company or any Subsidiary.


 


(n)           In the event of termination of the Optionee’s employment (whether or not in
breach of local labor laws), the Optionee’s right to vest in the Option under
the Plan, if any, will terminate effective as of the date that the Optionee 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 Administrator shall have the exclusive discretion
to determine when the Optionee is no longer actively employed for purposes of
the Optionee’s Option grant.


 


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(o)           The Option and the benefits under the Plan, if any, will not automatically
transfer to another company in the case of a merger, take-over or transfer of
liability.


 


11.               Data Privacy. 
By entering into this Option Agreement, and as a condition of the grant
of the Option, the Optionee hereby explicitly and unambiguously consents to the
collection, use, and transfer, in electronic or other form, of the Optionee’s
personal data as described in this Option Agreement and any other Option grant
materials by and among, as applicable, the Employer, the Company, and its
subsidiaries and affiliates for the exclusive purpose of implementing,
administering, and managing the Optionee’s participation in the Plan.


 


The Optionee understands that the
Company and the Employer may hold certain personal information about the
Optionee, including, but not limited to, the Optionee’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, details of all options or other entitlement
to Shares awarded, canceled, exercised, vested, unvested, or outstanding in the
Optionee’s favor, for the purpose of implementing, managing, and administering
the Plan (“Data”).


 


The Optionee
understands that Data may be transferred to any third parties assisting in the
implementation, administration, and management of the Plan, that these
recipients may be located in the Optionee’s country or elsewhere, and that the
recipients’ country may have different data privacy laws and protections than
the Optionee’s country.  The
Optionee  authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the Optionee’s  participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third
party with whom the Optionee may elect to deposit any Shares acquired upon
vesting of the Option.


 


The Optionee
understands that the Optionee may request a list with the names and addresses
of any potential recipients of the Data by contacting the Optionee’s local
human resources representative. The Optionee understands that Data will be held
as long as is reasonably necessary to implement, administer, and manage his or
her participation in the Plan, and the Optionee 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 Optionee’s local
human resources representative.  The
Optionee acknowledges that refusing or withdrawing consent may affect the
Optionee’s ability to participate in the Plan. 
For more information on the consequences of refusal to consent or
withdrawal of consent, the Optionee understands that he or she may contact the
Optionee’s local human resources representative.


 


12.                   Language.  The Optionee has received the terms and conditions of
this Option Agreement and any other related communications, and the Optionee
consents to having received these documents in English.  If the Optionee has received this Option Agreement
or any other communications 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.


 


13.                   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 Optionee 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.


 


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14.                   Severability.  The provisions of this Option 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.


 


15.                   Appendix. 
Notwithstanding any provisions in this Option Agreement, the Option
grant shall be subject to any special terms and conditions set forth in any
Appendix to this Option Agreement for the Optionee’s
country.  Moreover, if the Optionee relocates to one of the
countries included in the Appendix, the special terms and conditions for such
country will apply to the Optionee,
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.  The Appendix constitutes part of this Option
Agreement.


 


16.                   Imposition of Other Requirements. 
The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan,
on the Option, and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable to comply with local law or
facilitate the administration of the Plan, and to require the Optionee to sign
any additional agreements or undertakings that may be necessary to accomplish
the foregoing.  The imposition of such
requirements shall not be treated as a modification under Paragraph 8 for which
Optionee’s written consent is required.


 


17.                   No Advice Regarding Grant.  By the Optionee’s
signature and the signature of the Company’s representative on the Notice of
Grant attached as Part I, the Optionee and the Company agree that this
Option is granted under and governed by the terms and conditions of the Plan
and this Option Agreement (including the Appendix).  The Optionee has reviewed the Plan and this
Option Agreement in their entirety, had an opportunity to obtain the advice of his
or her personal tax, legal, and financial advisors prior to executing this
Option Agreement or taking any action related to the Plan, and fully
understands all provisions of the Plan and Option Agreement.  The Optionee understands that the Company is
not providing any tax, legal, or financial advice, nor is the Company making
any recommendations regarding the Optionee’s participation in the Plan or the
Optionee’s acquisition or sale of the underlying Shares.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement.  Optionee further agrees to notify the Company
upon any change in the address indicated on the Notice of Grant.


 


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APPENDIX
A


 


Additional
Terms and Conditions of the


 


COHERENT,
INC.


2001
Stock Plan


Amended
Global Stock Option Agreement


 


TERMS AND CONDITIONS


 


This Appendix A includes additional terms and conditions that govern
the Option granted to the Optionee under the Plan if he or she resides in one
of the countries listed below.  Certain
capitalized terms used but not defined in this Appendix A have the meanings set
forth in the Plan and/or the Option Agreement.


 


NOTIFICATIONS


 


This Appendix A also includes information regarding exchange controls
and certain other issues of which the Optionee should be aware with respect to
participation in the Plan.  The
information is based on the securities, exchange control, and other laws in
effect in the respective countries as of July 2009.  Such laws are often complex and change
frequently.  As a result, the Company
strongly recommends that the Optionee not rely on the information in this
Appendix A as the only source of information relating to the consequences of
his or her participation in the Plan because the information may be out of date
at the time the Optionee exercises the Option or sells Shares acquired under
the Plan.


 


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


 


Finally, if the Optionee is a citizen or resident of a country other
than the one in which he or she is currently working, the information contained
herein may not be applicable.


 


CANADA


 


TERMS
AND CONDITIONS


 


Form of Payment. 
Notwithstanding anything in the Plan or the Option Agreement to the
contrary, the Optionee is prohibited from surrendering Shares that he or she
already owns or attesting to the ownership of Shares to pay the Exercise Price
or any Tax-Related Items in connection with the Option.


 


The following provisions
apply for residents of Quebec:


 


French Language Provision. 
The parties acknowledge that it is their express wish that this
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.


 


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Les parties reconnaissent
avoir exigé la redaction en anglais de cette convention (“Agreement”),
ainsi que de tous documents exécutés, avis donnés
et procedures judiciaries intentées, directement ou indirectement, relativement
à la présente convention.


 


Data Privacy Notice and
Consent.  This provision supplements Paragraph 11 of the Option
Agreement:


 


The Optionee hereby
authorizes the Company 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 Optionee further authorizes the Company
and any Subsidiary and the Administrator of the Plan to disclose and discuss
the Plan with their advisors.  The
Optionee further authorizes the Company and any Subsidiary to record such
information and to keep such information in his or her employee file.


 


CHINA


 


TERMS
AND CONDITIONS


 


Cashless Exercise Restriction. 
Notwithstanding anything to the contrary in the Option Agreement, due to
legal restrictions in China, if the Optionee is a citizen of the People’s
Republic of China, he or she will be required to pay the Exercise Price by a
cashless exercise through a licensed securities broker acceptable to the
Company, such that all Shares subject to the exercised Option will be sold
immediately upon exercise and the proceeds of sale, less the Exercise Price,
any Tax-Related Items and broker’s fees or commissions, will be remitted to the
Optionee in accordance with any applicable exchange control laws and
regulations.  The Company reserves the
right to provide the Optionee with additional methods of exercise depending on
the development of local law.


 


Exchange Control Restriction. 
If the Optionee is a citizen of the People’s Republic of China, the
Optionee understands and agrees that, due to exchange control laws in China, he
or she will be required to immediately repatriate to China the cash proceeds
from the cashless exercise of the Option. 
The Optionee further understands that, under local law, such
repatriation of the cash proceeds may need to be effected through a special
exchange control account established by the Company or a Subsidiary of the
Company, and the Optionee hereby consents and agrees that the proceeds from the
cashless exercise of the Option may be transferred to such special account
prior to being delivered to him or her. 
The Optionee 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.


 


FINLAND


 


There are no country specific provisions.


 


FRANCE


 


TERMS AND CONDITIONS


 


Language
Consent.  By accepting the Option, the
Optionee confirms having read and understood the documents relating to this
grant (the Plan, the Agreement and this Appendix A) which were provided in
the English language.  The Optionee
accepts the terms of those documents accordingly.


 


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En acceptant l’attribution, vous confirmez ainsi avoir lu
et compris les documents relatifs à cette attribution (le Plan, le contrat et
cette Annexe A) qui ont été communiqués en langue anglaise. Vous acceptez les
termes en connaissance de cause.


 


NOTIFICATIONS


 


Exchange Control Information. 
If the Optionee imports or exports cash (e.g.,
exercise proceeds received under the Plan) with a value equal to or exceeding
€10,000 and does not use a financial institution to do so, he or she must
submit a report to the customs and excise authorities.  If the Optionee maintains a foreign bank
account, he or she is required to report such to the French tax authorities
when filing his or her annual tax return.


 


GERMANY


 


NOTIFICATIONS


 


Exchange Control Information. 
Cross-border payments in excess of €12,500 must be reported monthly to
the German Federal Bank.  If the Optionee
uses a German bank to transfer a cross-border payment in excess of €12,500 in
connection with the sale of Shares acquired under the Plan, the bank will make
the report for the Optionee.  In
addition, the Optionee must report any receivables or payables or debts in foreign
currency exceeding an amount of €5,000,000 on a monthly basis.


 


ITALY


 


TERMS
AND CONDITIONS


 


Cashless Exercise Restriction. 
Notwithstanding anything to the contrary in the Option Agreement, due to
regulatory requirements in Italy, the Optionee will be required to pay the
Exercise Price by a cashless exercise through a licensed securities broker
acceptable to the Company, such that all Shares subject to the exercised Option
will be sold immediately upon exercise and the proceeds of sale, less the
Exercise Price, any Tax-Related Items, and broker’s fees or commissions, will
be remitted to the Optionee.  The Company
reserves the right to provide the Optionee with additional methods of exercise
depending on local developments.


 


Data Privacy Notice and Consent. 
This provision replaces Paragraph 11 of the Option Agreement in its
entirety:


 


The Optionee understands that the
Company and the Employer as a data processor of the Company may hold certain
personal information about the Optionee, including, but not limited to, the
Optionee’s name, home address and telephone number, date of birth, social
insurance or other identification number, salary, nationality, job title, any
shares of stock or directorships held in the Company or any Subsidiary, details
of all Options or any other entitlement to Shares awarded, canceled, exercised,
vested, unvested or outstanding in the Optionee’s favor, and that the Company
and the Employer will process said data and other data lawfully received from a
third party (collectively, “Personal Data”) for the exclusive purpose of
managing and administering the Plan and complying with Applicable Laws,
regulations and legislation. The Optionee also understands that providing the
Company with Personal Data is mandatory for compliance with laws and is
necessary for the performance of the Plan and that the Optionee’s denial to
provide Personal Data would make it impossible for the Company to perform its
contractual obligations and may affect the Optionee’s ability to participate in
the Plan. The Optionee understands that Personal Data will not be publicized,
but it may be accessible by the Employer as a data processor of the Company and
within the Employer’s organization by its internal and external 


 


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personnel in charge of processing.
Furthermore, Personal Data may be transferred to banks, other financial
institutions or brokers involved in the management and administration of the
Plan.


 


The Optionee understands that
Personal Data may also be transferred to the independent registered public
accounting firm engaged by the Company, and also to legitimate addressees under
applicable laws.  The Optionee further
understands that the Company and its Subsidiaries will transfer Personal Data
amongst themselves as necessary for the purpose of implementation,
administration and management of the Optionee’s participation in the Plan, and
that the Company and its Subsidiaries may each further transfer Personal Data
to third parties assisting the Company in the implementation, administration and
management of the Plan, including any requisite transfer of Personal Data to a
broker or other third party with whom the Optionee may elect to deposit any
Shares acquired under the Plan or any proceeds from the sale of such Shares.  Such recipients may receive, possess, use,
retain and transfer Personal Data in electronic or other form, for the purposes
of implementing, administering and managing the Optionee’s participation in the
Plan.  The Optionee understands that
these recipients may be acting as controllers, processors or persons in charge
of processing, as the case may be, according to applicable privacy laws, and
that they may be located in or outside the European Economic Area, such as in
the United States or elsewhere, in countries that do not provide an adequate
level of data protection as intended under Italian privacy law.


 


Should the Company exercise its
discretion in suspending all necessary legal obligations connected with the
management and administration of the Plan, it will delete Personal Data as soon
as it has accomplished all the necessary legal obligations connected with the
management and administration of the Plan.


 


The Optionee understands that
Personal Data processing related to the purposes specified above shall take
place under automated or non-automated conditions, anonymously when possible,
that comply with the purposes for which Personal Data is collected and with
confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no. 196/2003.


 


The
processing activity, including communication, the transfer of Personal Data
abroad, including outside of the European Economic Area, as specified herein
and pursuant to applicable laws and regulations, does not require the Optionee’s
consent thereto as the processing is necessary to performance of law and
contractual obligations related to implementation, administration and
management of the Plan.  The Optionee
understands that, pursuant to Section 7 of the Legislative Decree no.
196/2003, he or she has the right at any moment to, including, but not limited
to, obtain confirmation that Personal Data exists or not; access; verify
content, origin and accuracy; delete; update; correct; block; or stop, for
legitimate reason, the Personal Data processing. Furthermore, the Optionee is
aware that Personal Data will not be used for direct marketing purposes.  Personal Data can be reviewed and questions
or complaints can be addressed by contacting the Optionee’s human resources department.


 


Plan Document Acknowledgment. 
In accepting the grant of the Option, the Optionee acknowledges that he
or she has received a copy of the Plan and the Option Agreement, has reviewed
the Plan and the Option Agreements, including this Appendix A, in their
entirety and fully understands and accepts all provisions of the Plan and the
Option Agreement, including this Appendix A.


 


The Optionee acknowledges
that he or she has read and specifically and expressly approves the following
sections of the Option Agreement: Paragraph 6 on Responsibility for Taxes;
Paragraph 8 on Governing Law; Paragraph 9 on Termination Period; the Paragraph
10 Acknowledgements; Paragraph 12 on Language; and the Data Privacy Notice and
Consent section included in this Appendix A.


 


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NOTIFICATIONS


 


Exchange Control Information. 
The Optionee is required to report in his or her annual tax return: (a) any
transfers of cash or Shares to or from Italy exceeding €10,000 or the
equivalent amount in U.S. dollars; and (b) any foreign investments or
investments (including proceeds from the sale of Shares acquired under the
Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S.
dollars, if the investment may give rise to income in Italy.  The Optionee is exempt from the formalities
in (a) if the investments are made through an authorized broker resident
in Italy, as the broker will comply with the reporting obligation on the
Optionee’s behalf.


 


JAPAN


 


NOTIFICATIONS


 


Exchange
Control Information


 


If the Optionee acquires Shares valued at more than ¥100,000,000 in a
single transaction or pays more than ¥30,000,000 in a single transaction for
the purchase of Shares at exercise, certain reports will need to be filed with
the Ministry of Finance through the Bank of Japan.  The employee is encouraged to speak to his or
her personal advisor if either of these thresholds applies at exercise of the Option.


 


NETHERLANDS


 


NOTIFICATIONS


 


Securities Law Information. 
The Optionee should be aware of Dutch insider trading rules that
may impact the sale of Shares acquired under the Plan.  In particular, the Optionee may be prohibited
from effecting certain transactions if he or she has insider information
regarding the Company.


 


By accepting the grant of
the Option and participating in the Plan, the Optionee acknowledges having read
and understood this Securities Law Information and further acknowledges that it
is the Optionee’s responsibility to comply with the following Dutch insider
trading rules.


 


Under Article 46 of
the Act on the Supervision of the Securities Trade 1995, 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 details concerning the issuing company to which the securities relate that
is not public and which, if published, would reasonably be expected to affect
the stock price, regardless of the development of the price.  The insider could be any employee of the
Company or a Subsidiary in the Netherlands who has inside information as
described herein.


 


Given the broad scope of
the definition of inside information, certain employees of the Company working
at a Subsidiary in the Netherlands (including an Optionee in the Plan) may have
inside information and, thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when the Optionee had
such inside information.


 


SINGAPORE


 


NOTIFICATIONS


 


Securities Law Information. 
The grant of the Option is being made on a private basis and is,
therefore, 


 


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exempt from registration
in Singapore.


 


Director Notification
Requirement.  Directors of a Singapore Subsidiary are
subject to certain notification requirements under the Singapore Companies
Act.  Directors must notify the Singapore
Subsidiary in writing of an interest (e.g., Options,
Shares, etc.) in the Company or any related companies within two days of (i) its
acquisition or disposal, (ii) any change in a previously disclosed
interest (e.g., when the Shares are sold), or (iii) becoming
a director.


 


SOUTH KOREA


 


NOTIFICATIONS


 


Exchange Control Information. If the Optionee wishes to exercise his
or her Option through a cash purchase exercise, in order to remit funds out of
Korea to purchase the shares, the Optionee’s remittance must be “confirmed” by
a foreign exchange bank in Korea. This is an automatic procedure, i.e., the bank does not need to “approve” the remittance and
it should take no more than a single day to process.  The Optionee will likely need to present the
bank processing the transaction with supporting documentation evidencing the
nature of the remittance.  If the
Optionee exercises his or her Option by way of a cashless method of exercise,
this confirmation requirement will not apply because there is no remittance out
of Korea.


 


In addition, exchange control laws require Korean
residents who realize US$500,000 or more from the sale of shares to repatriate
the proceeds to Korea within 18 months of the sale.


 


UNITED KINGDOM


 


TERMS
AND CONDITIONS


 


Withholding Taxes. 
This provision supplements Paragraph 6 of the Option Agreement:


 


If
payment or withholding of the Tax-Related Items is not made within 90 days of
the event giving rise to the Tax-Related Items (the “Due Date”) or such other
period specified in Section 222(1)(c) of the U.K. Income Tax
(Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related
Items will constitute a loan owed by the Optionee to the Employer, effective on
the Due Date.  The Optionee 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 the Employer may recover it at any time thereafter by any of the
means referred to in Paragraph
6 of the Option Agreement.  Notwithstanding the foregoing, if the
Optionee 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 Optionee will not be eligible for such a loan to cover the
Tax-Related Items.  In the event that the
Optionee is a director or executive officer and the Tax-Related Items are not
collected from or paid by the Optionee by the Due Date, the amount of any
uncollected Tax-Related Items will constitute a benefit to the Optionee on
which additional income tax and national insurance contributions will be
payable.  The Optionee will be
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.


 


In
addition, the Optionee agrees that the Company and/or the Employer may
calculate the Tax-Related Items to be withheld and accounted for by reference
to the maximum applicable rates, without prejudice 


 


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to
any right the Optionee may have to recover any overpayment from the relevant
tax authorities.


 


A-7