2003 Equity Incentive Plan Form of Stock Option Award Agreement - World



 Exhibit 10.23 

For Use Outside of U.S., China and France 

JDS UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 

 

									
	Grantee’s Name and Address:	 		 		 	Grant Number:	 	  

					
	  
	 		 		 	Date of Grant:	 	  

					
	  
	 		 		 	Type of Option:	 	Non-Qualified Stock Option
					
	  
	 		 		 	Expiration Date:	 	  



 You
(the “Grantee”) have been granted an option to purchase shares of Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the JDS Uniphase Corporation 2003 Equity Incentive Plan, as amended
from time to time (the “Plan”) and the Stock Option Grant Agreement (the “Option Agreement”) as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

  

					
	Total Number of	  		  	
	Shares subject to the Option:                     	  	Exercise Price per Share:	  	$             
			
	Vesting Commencement Date:                     	  	Total Exercise Price:	  	$             



Vesting Schedule: 

Subject to Grantee’s Continuous Active Service and other provisions and limitations set forth in this Notice, the Plan and the Option
Agreement, the Option may be exercised, in whole or in part, in accordance with the following schedule: 
 1/3rd of the Units
subject to the Award shall vest on the first anniversary of the Vesting Commencement Date, and the remaining 2/3rds of the Units shall vest in equal 1/8th installments quarterly thereafter. 

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and
conditions of this Notice, the Plan, and the Option Agreement. 
  

			
	 JDS Uniphase Corporation,

a Delaware corporation

		
	By:	 	  

		
	Title:	 	  




FOR EMPLOYEES WHO ARE UNITED KINGDOM RESIDENTS - IMPORTANT - Joint Election Transferring the Liability for Secondary National Insurance Contributions
Due on the Taxable Amount of the Option to the Grantee 
 When a UK-based grantee vests in a portion of the Option, the
Grantee is liable for income tax and Primary (employee’s) Class 1 National Insurance Contributions (“NICs”) on the taxable amount. At the same time, the employer is liable for Secondary Class 1 NICs on the same taxable amount.

 The grant of this Option is subject to the execution of a joint election between the Company and the Grantee (the
“Election”), formally approved by the HMR&C and remaining in force thereafter, to provide for the shifting of any Secondary Class 1 NIC liability in connection with the Option from the Company and/or any employer company of the Grantee
(“Affiliate”) to the Grantee. The Election, provided to you with this Notice, must be signed by you and returned to the Company. 
  

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 If additional consents and/or any elections are required to accomplish the foregoing,
the Grantee agrees to provide them promptly upon request. If (i) the foregoing is not allowed under applicable law, (ii) if the Grantee does not enter into an Election, or (iii) the Election is revoked at any time by the HMR&C,
the Company may rescind the Grantee’s Option. 
 The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all
disputes arising out of or relating to this Notice, the Plan and the Option Agreement shall be resolved in accordance with Section 13 of the Option Agreement. The Grantee further agrees to notify the Company upon any change in the residence
address indicated in this Notice. 
  

							
	Dated:                     	 		 	Signed:	 	  

		 		 		 	Grantee

  

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 JDS UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN 

STOCK OPTION GRANT AGREEMENT 

1. Grant of Option. JDS Uniphase Corporation, a Delaware corporation (the “Company”), hereby grants to the Grantee named
in the Notice of Stock Option Grant (the “Notice”), an option (the “Option”) to purchase the Total Number of Shares of Stock subject to the Option (the “Shares”) set forth in the Notice, at the Exercise Price per Share
set forth in the Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this Stock Option Award Agreement (the “Option Agreement”) and the Company’s 2003 Equity Incentive Plan, as amended from time
to time (the “Plan”), which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 

2. Exercise of Option. 

(a) Right to Exercise. The Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the
Notice and with the applicable provisions of the Plan and this Option Agreement. The Option shall be subject to the provisions of Section 15 of the Plan relating to the exercisability or termination of the Option in the event of a Corporate
Transaction. In no event shall the Company issue fractional Shares. 
 (b) Leave of Absence. During any authorized leave
of absence, the vesting of the Option as provided in the Vesting Schedule shall continue, unless otherwise determined by the Administrator in advance of the commencement of such leave of absence. 

(c) Change in Status. In the event the Grantee ceases to be a bona fide Employee, vesting of the Option shall continue if and only
to the extent determined by the Administrator as of such change in status. 
 (d) Post Termination Exercise Period. The
Post-Termination Exercise Period shall be ninety (90) days from the Termination Date as defined in Section 6, below. 

(e) Method of Exercise. The Option shall be exercisable only by delivery of an Exercise Notice in the form determined by the
Administrator from time to time which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised, such other representations and agreements as to the holder’s investment intent
with respect to such Shares and such other provisions as may be required by the Administrator. The Exercise Notice shall be signed by the Grantee and shall be delivered in person, by certified mail, or by such other method as determined from time to
time by the Administrator to the Company accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price, which, to the extent selected,
shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 4(d), below. 
  

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 3. Tax Liability. The Company and its Affiliates shall assess tax and social
insurance contribution liability and requirements in connection with the Optionee’s participation in the Plan, including, without limitation, tax liability and social insurance contribution liability associated with the grant or exercise of the
Option or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or any Affiliate’s actions in this regard, the Optionee
hereby acknowledges and agrees that the Tax Liability shall be the Optionee’s ultimate responsibility and liability. The Optionee agrees as a condition of his or her participation in the Plan to make arrangements satisfactory to the Company and
its Affiliate to enable it to satisfy all withholding, payment and/or collection requirements associated with the satisfaction of the Tax Liability, including authorizing the Company or the Affiliate to: (i) withhold all applicable amounts from
the Optionee’s wages or other cash compensation due to the Optionee, in accordance with any requirements under the laws, rules, and regulations of the country of which the Optionee is a resident, and (ii) act as the Optionee’s agent
to sell sufficient Shares for the proceeds to settle such requirements. Furthermore, the Optionee agrees to pay the Company or the Affiliate any amount the Company or any Affiliate may be required to withhold, collect or pay as a result of the
Optionee’s participation in the Plan or that cannot be satisfied by deduction from the Optionee ‘s wages or other cash compensation paid to the Optionee by the Company or the Affiliate or sale of the Shares acquired under the Plan. The
Optionee acknowledges that he or she may not participate in the Plan and the Company and the Affiliate shall have no obligation to deliver Shares until the Tax Liability has been satisfied by the Optionee. 

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of
the Grantee; provided, however, that such exercise method does not then violate any Applicable Law and, provided further, that the portion of the Exercise Price equal to the par value of the Shares must be paid in cash or other legal consideration
permitted by the Delaware General Corporation Law: 
 (a) cash; 

(b) check; 

(c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require
(including withholding of Shares otherwise deliverable upon exercise of the Option) which have a fair market value on the date of surrender or attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being exercised
(but only to the extent that such exercise of the Option would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price); or 

(d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (i) shall provide instructions to a
Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company, out 

 

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of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (ii) shall provide directives to the
Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction. 

5. Restrictions on Exercise. The Option may not be exercised if the issuance of the Shares subject to the Option upon such
exercise would constitute a violation of any Applicable Laws. 
 6. Termination of Continuous Active Service. In the
event the Grantee’s Continuous Active Service terminates, the Grantee may, to the extent otherwise so entitled at the date of such termination (the “Termination Date”), exercise the Option as to the vested Shares during the
Post-Termination Exercise Period. In no event shall the Option be exercised later than the Expiration Date set forth in the Notice. Except as provided in Sections 7 and 8 below, to the extent that the Grantee is not entitled to exercise
the Option on the Termination Date (i.e., the unvested Shares), or if the Grantee does not exercise the Option within the Post-Termination Exercise Period, the Option shall terminate. 

7. Disability of Grantee. In the event the Grantee’s Continuous Active Service terminates as a result of his or her
Disability, the Grantee may, but only within twelve (12) months from the Termination Date (and in no event later than the Expiration Date), exercise the Option to the extent he or she was otherwise entitled to exercise it on the Termination
Date. To the extent that the Grantee is not entitled to exercise the Option on the Termination Date, or if the Grantee does not exercise the Option to the extent so entitled within the time specified herein, the Option shall terminate. 

8. Death of Grantee. In the event of the termination of the Grantee’s Continuous Active Service as a result of his or her
death, or in the event of the Grantee’s death during the Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s termination of Continuous Active Service as a result of his or her Disability,
the Grantee’s estate, or a person who acquired the right to exercise the Option by bequest or inheritance, may exercise the Option, but only to the extent the Grantee could exercise the Option at the date of termination, within twelve
(12) months from the date of death (but in no event later than the Expiration Date). To the extent that the Grantee is not entitled to exercise the Option on the date of death, or if the Option is not exercised to the extent so entitled within
the time specified herein, the Option shall terminate. 
 9. Non-Transferability of Option. The Option may not be
transferred in any manner other than by will and by the laws of descent and distribution and may be exercised during the lifetime of the Grantee only by the Grantee (or in the case of the Grantee’s legal incapacity, by the Grantee’s legal
representative or by the person acting as attorney-in-fact for the Grantee under a durable general power of attorney); provided, however, that the Grantee may designate a beneficiary of the Option in the event of Grantee’s death on a
beneficiary designation form provided by the Administrator. The terms of the Option shall be binding upon the executors, administrators, heirs, successors and transferees of the Grantee. 

 

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 10. Term of Option. The Option may be exercised no later than the Expiration Date
set forth in the Notice or such earlier date as otherwise provided herein. 
 11. Entire Agreement: Governing Law. The
Notice, 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 Grantee with respect to
the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided
therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this Option Agreement are to be construed in accordance with and governed by the internal laws of the State of California (as
permitted by Section 1646.5 of the California Civil Code, or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the
State of California to the rights and duties of the parties. Should any provision of the Notice, the Plan or this Option Agreement be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent
allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable. 
 12.
Headings. The captions used in the Notice and this Option Agreement are inserted for convenience and shall not be deemed a part of the Option for construction or interpretation. 

13. Dispute Resolution The provisions of this Section 13 shall be the exclusive means of resolving disputes arising out of
or relating to the Notice, the Plan and this Option Agreement. The Company, the Grantee, and the Grantee’s successors (the “parties”) shall attempt in good faith to resolve any disputes arising out of or relating to the Notice, the
Plan and this Option Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of
the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute.
If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought in the United States District Court for the
Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of Santa Clara) and that the parties shall submit to the jurisdiction of such court. The
parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY
HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified
to the minimum extent necessary to make it or its application valid and enforceable. 
  

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 14. Notices. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail (if the parties are within the United States) or upon deposit for delivery by an internationally recognized express mail courier
service (for international delivery of notice), with postage and fees prepaid, addressed to the other party at its address as shown beneath its signature in the Notice, or to such other address as such party may designate in writing from time to
time to the other party. 
 15. Certain Conditions of the Option.  

(a) Compliance with Local Law. Local Law refers to the laws, rules and regulations of the country of which the Grantee is a
resident. The Grantee agrees that the Grantee will not acquire Shares pursuant to the Option or transfer, assign, sell or otherwise deal with such Shares except in compliance with Local Law. 

(b) Employment Conditions. In accepting the Option, the Grantee acknowledges that: 

(i) Any notice period mandated under Local Law shall not be treated as Continuous Active Service for the purpose of determining the
vesting of the Option; and the Grantee’s right to receive Shares in settlement of the Option after termination of service, if any, will be measured by the date of termination of the Grantee’s Continuous Active Service and will not be
extended by any notice period mandated under Local Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Grantee’s Continuous Active Service has terminated and the
effective date of such termination. 
 (ii) 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, unless otherwise provided in the Plan and this Agreement. 

(iii) All decisions with respect to future Option grants, if any, will be at the sole discretion of the Company. 

(iv) The Grantee’s participation in the Plan shall not create a right to further Continuous Active Service with the Company (or any
Affiliate). 
 (v) The Grantee is voluntarily participating in the Plan. 

(vi) The Option is an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the
Company (or any Affiliate), and which is outside the scope of the Grantee’s employment contract, if any. 
 (vii) The
Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance payments, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments. This applies to any payment even in those jurisdictions requiring such payments upon termination of employment. 
  

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 (viii) In the event that the Grantee is not an employee of the Company, the Option
grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any Affiliate. 

(ix) The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the Grantee obtains Shares upon
exercise of the Option, the value of those Shares may increase or decrease. 
 16. Data Privacy Consent. The Grantee
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this document by and among the Company and each Affiliate for the exclusive purpose of
implementing, administering and managing the Grantee’s participation in the Plan. 
 (a) The Grantee understands that
the Company (or any Affiliate) holds certain personal information about the Grantee, including, but not limited to, the Grantee’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 any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”). 
 (b) The Grantee 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 Grantee’s country or elsewhere, and that the recipient’s country may have different
data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources
representative. The Grantee 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 Grantee’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 Grantee may elect to deposit any Shares acquired upon settlement of the Option. The Grantee understands that Data will be held only as
long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or
withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or
she may contact the Grantee’s local human resources representative. 
  

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 17. Definitions. 

(a) “Administrator” means the Board or the Committees (or delegates of the Board or such Committees) appointed to
administer the Plan. 
 (b) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2
promulgated under the Exchange Act. 
 (c) “Applicable Laws” means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules or laws of
any foreign jurisdiction applicable to stock options granted to residents therein. 
 (d) “Consultant” means
any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Affiliate to render consulting or advisory services to the Company or such
Affiliate. 
 (e) “Continuous Active Service” means actively performing duties or exercising responsibilities
in providing services to the Company or an Affiliate in any capacity of Employee, Director or Consultant, without interruption or termination. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or
Consultant, Continuous Active Service shall be deemed terminated upon the actual cessation of the active performance of duties or responsibilities in providing services to the Company or an Affiliate notwithstanding any required notice period that
must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. Continuous Active Service shall not be considered interrupted in the case of (i) any approved leave of absence,
(ii) transfers among the Company, any Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual continues to actively perform duties or responsibilities in
providing services to the Company or an Affiliate in any capacity of Employee, Director or Consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. 

(f) “Director” means a member of the Board or the board of directors of any Affiliate. 

(g) “Disability” means a Grantee would qualify for benefit payments under the long-term disability policy of the Company
or the Affiliate to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Affiliate to which the Grantee provides service does not have a long-term disability plan in place,
“Disability” means that a Grantee is permanently unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee will not be
considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 
  

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 (h) “Employee” means any person, including an Officer or Director, who
is an employee of the Company or any Affiliate. The payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company. 

(i) “Non-Qualified Stock Option” means an option not intended to qualify as an as an incentive stock option within the
meaning of Section 422 of the Code. 
 18. Electronic Documents. The Plan documents, including this Option
Agreement, may be delivered and executed electronically. 
 19. Documents in English. The Plan documents, including this
Option Agreement, are in English, and if the Grantee requires a translation of the documents into a language other than English, Grantee will be responsible for arranging for accurate translations. Subject to Local Law, if the documents are
translated into a language other than English and if the translated versions are different front the English versions, the English versions will take precedence. 

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

  

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 JDS UNIPHASE CORPORATION 2003 EQUITY INCENTIVE PLAN 

COUNTRY ADDENDUM 

EMPLOYEE STOCK OPTION GRANT AGREEMENT 

The additional terms and conditions set forth below are specifically incorporated into the Employee Stock Option Grant Agreement. These terms and
conditions govern the Options granted to the Grantee under the Plan if the Grantee resides in one of the countries listed below. Due to the complexities of legal, regulatory and tax issues, if the Grantee is resident or working outside of the United
States, the Grantee is urged to consult with his or her own personal tax and legal advisors regarding the Options and the sale of Stock acquired by the Grantee under the Plan. Certain capitalized terms used but not defined in this Addendum have the
meanings set forth in the Plan and/or the Employee Stock Option Grant Agreement. 
 BRAZIL 

Compliance Notice 
 By accepting the
Option, the Grantee agrees to comply with all applicable Brazilian laws and pay any and all applicable Tax Liability. The Grantee agrees that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial
transactions unrelated to the Grantee’s employment; (ii) the Plan is not a part of the terms and conditions of the Grantee’s employment; and (iii) the income from the Option, if any, is not part of the Grantee’s remuneration
from employment. 
 CANADA 

Manner of Exercising Option 
 Due to
Canadian tax law, the Grantee is prohibited from tendering shares of the Company’s Stock to pay the exercise price or any Tax Liability in connection with the Option. 

HONG KONG 
 Securities Law
Notice 
 Warning: The Options and any shares of Stock issued upon exercise of the Options 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 Plan, the Option Agreement, including this Addendum, 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 companies and securities legislation in Hong Kong, and the documents have not been reviewed by any regulatory authority in Hong Kong.
This Option Agreement and the incidental communication materials are intended only for the personal use of each eligible Grantee and not for distribution to any other persons. If the Grantee has any doubt about any of the contents of this Option
Agreement or the Plan, the Grantee should obtain independent professional advice. 
  

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 INDIA 

Exchange Control Information 
 Regardless
of what method of exercise is used to acquire Stock, the Grantee must repatriate all proceeds received from the sale of Stock to India within a reasonable time following the sale (i.e., within 90 days). The Grantee must maintain the foreign
inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Grantee’s employer requests proof of repatriation. It is the Grantee’s responsibility to
comply with applicable exchange control laws in India. 
 ISRAEL 

Mandatory Same-Day-Sale 
 By accepting the
Option, the Grantee acknowledges and agrees that the immediate sale of the Shares issued upon the exercise of the Option is required unless the Company, in its sole discretion, determines otherwise. Such Shares will be transferred to a brokerage
firm designated by the Company (the “Brokerage Firm”). The Brokerage Firm, on the Grantee’s behalf, may, upon the Grantee’s delivery of a properly executed written notice of exercise together with irrevocable instructions to the
Brokerage Firm, thereafter immediately sell the Shares at the prevailing market price, subject to applicable withholding and fees and any process for the sale set forth by the Company, and deliver the remainder, less the Exercise Price, to the
Company or its designee, which would then remit such amount to a designated account for payment to the Grantee. As a result of the immediate sale of Shares, no Shares would be delivered to the Grantee, and the Grantee would not have any resulting
rights as a shareholder of the Company. 
 NETHERLANDS 

Notification for Dutch Employees 
 The
Grantee has been granted Options under the Plan, pursuant to which the Grantee may acquire shares of Stock. The Grantee should be aware of the Dutch insider trading rules, which may affect the sale of Stock under the Plan. In particular, the Grantee
may be prohibited from effecting certain share transactions if the Grantee has insider information regarding the Company. Below is a discussion of the applicable restrictions. The grantee is advised to read the discussion carefully to determine
whether the insider rules could apply to the Grantee. If it is uncertain whether the insider rules apply, the Company recommends that the Grantee consult with a legal advisor. The Company shall not be held liable if the Grantee violates the Dutch
insider trading rules. The grantee is responsible for ensuring compliance with these rules. 
  

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 Prohibition Against Insider Trading. Dutch securities laws prohibit insider trading. Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone who has “inside information” related to the Company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside
information” is knowledge of a detail concerning the issuer 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 its Dutch Affiliate who has inside information as described above. 
 Given the broad scope of
the definition of inside information, certain employees of the Company working at its Dutch Affiliate may have inside information and thus are prohibited from making a transaction in securities in the Netherlands at a time when they have such inside
information. 
 By entering into this Option Agreement and participating in the Plan, the Grantee acknowledges having read and understood the
notification above and acknowledge that it is the Grantee’s responsibility to comply with the Dutch insider trading rules, as discussed herein. 

SINGAPORE 
 Securities Law
Notice 
 The Options and the shares of Stock to be purchased under the Plan are offered on a private basis and are therefore exempt from
registration in Singapore. 
 SPAIN 

Exchange Control Notification 
 The
Grantee understands that to participate in the Plan, the Grantee must comply with exchange control regulations in Spain. In this regard, the Grantee acknowledges that if the Grantee receives cash dividends or cash proceeds from the sale of Stock,
the Grantee must comply with all applicable foreign exchange regulations and notification requirements and provide any required information to the local financial institution through which the Grantee transfers the funds. 

If the Grantee acquires Stock under the Plan and wishes to transfer the share certificates to Spain, the Grantee acknowledges that the Grantee must
declare the importation of such securities to the Dirección General de Política Comercial e Inversiones Exteriores, (i.e., the Bureau for Commercial Policy and Foreign Investments, which is a department of the Ministry of
Economy). 
  

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