EX-10.2(J)



 Exhibit 10.2(J) 

YAHOO! INC. 
 NOTICE
OF RESTRICTED STOCK UNIT GRANT 
 [grantee name] 

Employee ID: [number] 
 You have been granted an award of
Restricted Stock Units by Yahoo! Inc. (the “Company”) as follows: 
  

			
	Date of Grant:	  	[date]
		
	Total Number of Restricted	  	[number]
	Stock Units Granted:	  	
		
	Type of RSU:	  	U.S. Executive RSU (NEO Version)
		
	Vesting Commencement Date:	  	[date]
		
	Vesting Schedule:	  	

  

											
	 Shares
	  	 Vesting Date
	  	 Shares
	  	 Vesting Date
	  	 Shares
	  	 Vesting Date

	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]
	[#]	  	[Date]	  	[#]	  	[Date]	  	[#]	  	[Date]

  

					
	Manner of Payment by Company:	  	Stock
		
	Governing Documents:	  	Yahoo Stock Plan (the “Plan”)
		  	RSU Award Agreement for U.S. Executives (NEO Version)








 By your acceptance of this award through the Company’s online acceptance procedure (or by your signature and
the signature of the Company’s representative below): 
  

	 	•	 	you acknowledge receiving and reviewing the Governing Documents (listed above) and the Supplemental Documents (listed below); 

  

	 	•	 	you agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Governing Documents and you agree to be bound by the terms of this agreement and the Governing Documents, all
of which are hereby incorporated by reference into this agreement; and 

  

	 	•	 	you consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Governing Documents for the purpose of implementing, administering and managing your
participation in the Plan. 

 This agreement shall be construed and determined in accordance with the laws of the U.S. State of Delaware
(without giving effect to the conflict of laws principles thereof) and shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant. 
  

					
	GRANTEE:	  	YAHOO! INC.
	 




  
	  	By:	 	 




  

	Signature	  		 	Marissa A. Mayer
			
	 [grantee name]
	  	Title:	 	Chief Executive Officer
	Name	  		 	
		
	Supplemental Documents:	  	Insider Trading Policy
		  	Plan Prospectus








 YAHOO! INC. STOCK PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR U.S. EXECUTIVES 
 (NEO
Version) 
 Section 1. Grant of Restricted Stock Unit Award 
  

	(a)	Grant of Restricted Stock Units (“RSUs”). Yahoo! Inc., a Delaware corporation (the “Company”), hereby grants to the grantee (the “Grantee”) named in the Notice of Restricted Stock
Unit Grant (the “Notice of Grant”) the total number of RSUs set forth in the Notice of Grant, on the terms and conditions set forth in this Restricted Stock Unit Award Agreement for U.S. Executives (this “Agreement”) and as
otherwise provided in the Yahoo! Inc. Stock Plan, as amended (the “Award”). 

  

	(b)	Incorporation of Plan; Capitalized Terms. The provisions of the Yahoo! Inc. Stock Plan, as amended (the “Plan”) are hereby incorporated herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Administrator shall have final authority
to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions arising under the
Plan or this Agreement. 

 Section 2. Terms and Conditions of Award 

The grant of RSUs provided in Section 1(a) shall be subject to the following terms, conditions and restrictions: 

 

	(a)	Limitations on Rights Associated with RSUs. The RSUs are bookkeeping entries only. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to
the RSUs. 

  

	(b)	Restrictions. The RSUs and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any
attempt to dispose of any RSUs in contravention of the above restriction shall be null and void and without effect. 

  

	(c)	Lapse of Restrictions. Subject to Sections 2(e) through 2(g) below, on each vesting date specified in the vesting schedule set forth in the Notice of Grant, the number of RSUs set forth opposite such vesting
date shall vest and become non-forfeitable. 


  

			
	RSU Award Agreement for U.S. Executives (NEO Version) (March 2016)	  	1










	(d)	Timing and Manner of Payment of RSUs. As soon as practicable after (and in no case more than seventy-four days after) the date any RSUs subject to the Award become non-forfeitable
(the “Payment Date”), such RSUs shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of RSUs that become non-forfeitable upon that Payment Date (rounded down to the nearest whole share). The Company
shall issue the Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected on the books of the Company and its
Subsidiaries unless the Company is otherwise instructed in writing. The Grantee shall not be required to pay any cash consideration for the RSUs or for any Shares received pursuant to the Award. Neither the Grantee nor any of the Grantee’s
successors, heirs, assigns or personal representatives shall have any further rights or interests in any RSUs that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the
RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any Stock Exchange. 

  

	(e)	Termination of Employment; Leaves of Absence. The following provisions shall apply in the event of the termination of the Grantee’s employment or service with the Company, Parent or any Subsidiary, or should
the Grantee take a leave of absence from employment with the Company, Parent or any Subsidiary: 

  

	 	(i)	General. Except as expressly provided below in this Section 2(e) or Section 2(g), in the event of the termination of the Grantee’s employment or service with the Company, Parent or any Subsidiary for any
reason prior to the lapsing of the restrictions in accordance with Section 2(c) hereof with respect to any of the RSUs granted hereunder, such portion of the RSUs held by the Grantee shall be automatically forfeited by the Grantee as of the date of
termination. (The date of any such termination of the Grantee’s employment or service is referred to in this Agreement as the “Termination Date.”) Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or
personal representatives shall have any rights or interests in any RSUs that are forfeited pursuant to any provision of this Agreement. 

  

	 	(ii)	Termination Without Cause or Due to Death or Disability. Notwithstanding the foregoing clause (i) but subject to Section 2(g) below: 


 

	 	(A)	 Termination During Annual Vesting Period: subject to clause (ii)(B) below, in the event (1) the
termination of the Grantee’s employment is by the Company, Parent or Subsidiary without Cause (as defined below) or due to the Grantee’s death or Total Disability (as defined in the Plan) and the Grantee complies with the release and other
requirements described in Section 2(j), (2) the Termination Date is not a scheduled vesting date and is six months or less before the next scheduled vesting date, and (3) on the Termination Date the period of time between (x) the then-prior vesting
date (or, if none, the date of grant specified in the Notice of Grant (the “Date of Grant”) or any earlier vesting commencement date specified by 



  

			
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the Administrator at the time of grant) and (y) the next scheduled vesting date is six months or more, then the RSUs that are scheduled to vest on the next scheduled vesting date (to the extent
then outstanding and unvested) shall vest and become non-forfeitable on the later of the Termination Date or the date the Grantee’s full release of any and all claims against the Company as contemplated by Section 2(j) becomes irrevocable. Any
RSUs that vest pursuant to this clause (ii)(A) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke any such release
spans two different calendar years, payment of such RSUs will be made within such prescribed time period, but in the second of those two years). Any RSUs that do not vest in accordance with the foregoing provisions of this clause (ii)(A) shall be
automatically forfeited by the Grantee as of the Termination Date. For avoidance of doubt, this clause (ii)(A) will not apply to any such termination (other than a termination due to the Grantee’s death or Total Disability) that occurs at any
time within the 12-month period following a Change in Control (as defined below). 

  

	 	(B)	Front-Loaded Awards - Termination During Annual Vesting Period: notwithstanding the foregoing clause (ii)(A), in the event (1) the termination of the Grantee’s employment is by the Company, Parent or
Subsidiary without Cause or due to the Grantee’s death or Total Disability and the Grantee complies with the release and other requirements described in Section 2(j), and (2) this award is designated as “front loaded” in the Notice of
Grant, then the number of RSUs that vest upon the later of the Termination Date or the date the Grantee’s full release of any and all claims against the Company as contemplated by Section 2(j) becomes irrevocable shall equal the quotient of (x)
any RSUs that would have vested under clause (ii)(A) if this were not a front-loaded award, divided by (y) the number of years of annual awards this grant represents, as stated in the Notice of Grant. Any RSUs that vest pursuant to this clause
(ii)(B) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke any such release spans two different calendar years,
payment of such RSUs will be made within such prescribed time period, but in the second of those two years). Any RSUs that do not vest in accordance with the foregoing provisions of this clause (ii)(B) shall be automatically forfeited by the Grantee
as of the Termination Date. For avoidance of doubt, this clause (ii)(B) will not apply to any such termination (other than a termination due to the Grantee’s death or Total Disability) that occurs at any time within the 12-month period
following a Change in Control. 


  

			
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	 	(iii)	For purposes of this Agreement, “Cause” shall mean termination of the Grantee’s employment with the Company based upon the occurrence of one or more of the following which, with respect to clauses (A),
(B) and (C) below, if curable, the Grantee has not cured within fourteen (14) days after the Grantee receives written notice from the Company specifying with reasonable particularity such occurrence: (A) the Grantee’s refusal or material
failure to perform the Grantee’s job duties and responsibilities (other than by reason of the Grantee’s serious physical or mental illness, injury or medical condition); (B) the Grantee’s failure or refusal to comply in any
material respect with material Company policies or lawful directives; (C) the Grantee’s material breach of any contract or agreement between the Grantee and the Company (including but not limited to any Employee Confidentiality and Assignment
of Inventions Agreement or similar agreement between the Grantee and the Company), or the Grantee’s material breach of any statutory duty, fiduciary duty or any other obligation that the Grantee owes to the Company; (D) the Grantee’s
commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets or the Grantee’s engaging in unprofessional, unethical or other intentional acts that materially discredit the
Company or are materially detrimental to the reputation, character or standing of the Company; or (E) the Grantee’s indictment or conviction or nolo contendre or guilty plea with respect to any felony or crime of moral turpitude.
Following notice and cure as provided in the preceding sentence, upon any additional one-time occurrence of one or more of the events enumerated in that sentence, the Company may terminate the Grantee’s employment for Cause without notice and
opportunity to cure. However, should the Company choose to offer the Grantee another opportunity to cure, it shall not be deemed a waiver of its rights under this provision. For purposes of this definition, the term “Company” shall include
a Parent or any Subsidiary of the Company. 

  

	 	(iv)	Leaves of Absence. Unless otherwise expressly provided in a Company leave of absence vesting policy approved by the Administrator or otherwise by the Administrator, and subject to compliance with all applicable
laws relating to the Grantee’s employment by the Company, Parent or Subsidiary (as applicable), in the event the Grantee takes an authorized leave of absence from the Company, Parent or Subsidiary (as applicable), each vesting date specified in
the vesting schedule set forth in the Notice of Grant that has not occurred as of the commencement of such leave of absence shall be tolled for the number of calendar days in the period that the Grantee is on such leave of absence, beginning with
the commencement date of such leave of absence, but not beyond the maximum term of this Award as provided in the Plan (and any RSUs that have not vested and become non-forfeitable when such maximum term is reached shall be automatically forfeited by
the Grantee). (For example, if the scheduled vesting date is January 1, 2017 and, prior to that date the Grantee commences a leave of absence spanning 365 calendar days, the vesting date shall (unless otherwise expressly provided in a Company
leave of absence policy approved by the Administrator or otherwise by the Administrator) be tolled for 365 days and shall become January 1, 2018.) 


  

			
	RSU Award Agreement for U.S. Executives (NEO Version) (March 2016)	  	4










	(f)	Corporate Transactions. The following provisions shall apply to the corporate transactions described below: 

  

	 	(i)	In the event of a proposed dissolution or liquidation of the Company, the Award will terminate and be forfeited immediately prior to the consummation of such proposed transaction, unless otherwise provided by the
Administrator. 

  

	 	(ii)	In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Award shall be assumed or substituted with an equivalent award
by such successor corporation, parent or subsidiary of such successor corporation; provided that the Administrator may determine, in the exercise of its sole discretion in connection with a transaction that constitutes a permissible distribution
event under Section 409A(a)(2)(A)(v) of the Code, that in lieu of such assumption or substitution, the Award shall be vested and non-forfeitable and any conditions or restrictions on the Award shall lapse, as to all or any part of the Award,
including RSUs as to which the Award would not otherwise be non-forfeitable. 

  

	(g)	Change in Control. The following provisions shall apply in the event of a Change in Control (as defined below) prior to the date the RSUs have either become vested and non-forfeitable or have been forfeited
pursuant to this Agreement: 

  

	 	(i)	In the event that, during the period of twelve (12) months following the Change in Control, the Grantee’s employment is terminated by the Company, Parent or any Subsidiary without Cause or by the Grantee for Good
Reason (as such terms are defined below) and the Grantee complies with the release and other requirements described in Section 2(j), the RSUs subject to the Award, to the extent such RSUs are then outstanding and not vested and are otherwise
scheduled to vest within the period of twenty-four (24) months following the Grantee’s Termination Date pursuant to the vesting schedule set forth in the Notice of Grant (as adjusted under Section 2(e)(iv) for any leave of absence completed
prior to the Termination Date), shall become fully vested and non-forfeitable as of the later of the Grantee’s Termination Date or the date any such release becomes final and irrevocable. (For the avoidance of doubt, such accelerated vesting
shall occur as provided in the prior sentence regardless of whether the Grantee is then on a leave of absence, and shall include any RSUs for which vesting has been tolled by a leave that is unfinished on the Termination Date.) Any RSUs that
vest pursuant to this clause (i) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke any such release spans two
different calendar years, payment of such RSUs will be made within such prescribed time period, but in the second of those two years). Any RSUs that are not vested after giving effect to the foregoing acceleration provision shall be
automatically forfeited by the Grantee as of the Termination Date. 


  

			
	RSU Award Agreement for U.S. Executives (NEO Version) (March 2016)	  	5










	 	(ii)	For purposes of this Agreement, “Change in Control” shall mean the first of the following events to occur after the Date of Grant: 


 

	 	(A)	any person or group of persons (as defined in Section 13(d) and 14(d) of the Exchange Act) together with its Affiliates (as defined below), but excluding (i) the Company or any of its subsidiaries, (ii) any employee
benefit plans of the Company or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (individually a “Person” and
collectively, “Persons”), is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing 40% or more of the combined voting power of the
Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates); 


 

	 	(B)	the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than 50%
of the combined voting power of the voting securities of the Company, such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or 


 

	 	(C)	the stockholders of the Company approve a plan of complete liquidation or winding-up of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the
Company’s assets, provided, however, that a sale of the Company’s search business shall not constitute a Change in Control, regardless of whether stockholders approve the transaction. 


 

	 	(iii)	 For purposes of this Agreement, “Good Reason” shall be deemed to exist only if the Company shall fail
to correct within 30 days after receipt of written notice from the Grantee specifying in reasonable detail the reasons the Grantee believes one of the following events or conditions has occurred (provided such notice is delivered by the Grantee no
later than 30 days after the initial existence of the occurrence): (A) a material diminution of the Grantee’s then current aggregate base salary and target bonus amount (other than reductions that also affect other similarly situated employees)
without the Grantee’s prior written agreement; (B) the material diminution of the Grantee’s authority, duties or responsibilities as an employee of the Company without the Grantee’s prior written agreement (except that change in title
or assignment to a new supervisor by itself shall not constitute Good Reason); or (C) the relocation of the Grantee’s position with the Company to a location that is greater than 50 miles from the Grantee’s current principal place of
employment with the Company, and that is also further from the 



  

			
	RSU Award Agreement for U.S. Executives (NEO Version) (March 2016)	  	6










	 	
Grantee’s principal place of residence, without the Grantee’s prior written agreement, provided that in all events the termination of the Grantee’s service with the Company shall
not be treated as a termination for “Good Reason” unless such termination occurs not more than six (6) months following the initial existence of the occurrence of the event or condition claimed to constitute “Good Reason.” For
purposes of this definition, the term “Company” shall include a Parent or any Subsidiary of the Company. 

  

	 	(iv)	For purposes of this Agreement, “Affiliate” means, with respect to any individual or entity, any other individual or entity who, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such individual or entity. 

 This Award of RSUs shall not be subject to the
acceleration of vesting provisions of Section 2.5 of the Amended and Restated Yahoo! Inc. Change in Control Employee Severance Plan for Level I and Level II Employees.
  

	(h)	Income Taxes. Except as provided in the next three sentences, the Company shall withhold and/or reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the RSUs
having a Fair Market Value equal to the taxes that the Company determines it or the Grantee’s employer is required to withhold under applicable tax laws with respect to the RSUs (with such withholding obligation determined based on any
applicable minimum statutory withholding rates) (“Net Share Settlement”). In the event that the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in
such method, the Company may satisfy such withholding by any one or a combination of the following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by deducting such amount out of any other compensation otherwise
payable to the Grantee; and/or (iii) by allowing the Grantee to surrender shares of Common Stock of the Company which (A) in the case of shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by
the Grantee for such period (if any) as may be required to avoid a charge to the Company’s earnings, and (B) have a Fair Market Value on the date of surrender equal to the amount required to be withheld. For these purposes, the Fair Market
Value of the Shares to be withheld or repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld is to be determined. Notwithstanding the foregoing, if the Grantee has been designated by the Company’s
Board of Directors as an “executive officer” (as such term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) the Administrator may (but is under no obligation to) allow the Grantee, during such times and
under such terms as the Administrator may provide, to elect in advance whether tax withholding obligations in connection with the RSUs will be satisfied (1) by Net Share Settlement, or (2) by the Grantee making a payment in cash to the
Company (a “Cash Settlement”); and if the Grantee has a Cash Settlement election in effect on the Date of Grant as to other Company RSU awards, such election shall also apply to this Award, unless and until such election is modified in
accordance with its terms. 


  

			
	RSU Award Agreement for U.S. Executives (NEO Version) (March 2016)	  	7










	(i)	No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the
Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to
the Plan. 

  

	(j)	Conditions of Accelerated Vesting; Exclusive Remedy. The accelerated vesting provisions specified in Sections 2(e) and 2(g) above are conditioned on (1) the Grantee’s signing a full release of any and
all claims against the Company in a release form acceptable to the Company (within the period specified in it by the Company, which in no event shall be more than fifty days following the Grantee’s Termination Date) and the Grantee’s not
revoking such release pursuant to any revocation rights afforded by applicable law, and (2) the Grantee’s compliance with the Grantee’s obligations under his or her Employee Confidentiality and Assignment of Inventions Agreement, or
similar agreement. The Grantee agrees that such accelerated vesting benefits specified in this Agreement (and any applicable severance benefits provided under a written agreement with the Company then in effect in accordance with its terms) will
constitute the exclusive and sole remedy for any termination of the Grantee’s employment and the Grantee covenants not to assert or pursue any other remedies, at law or in equity, with respect to the Grantee’s termination and/or
employment. 

 Section 3. Miscellaneous 
  

	(a)	Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or by registered or
certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee, to the
Grantee’s address appearing on the books of the Company or to the Grantee’s residence or to such other address as may be designated in writing by the Grantee. Notices may also be delivered to the Grantee, during his or her employment,
through the Company’s inter-office or electronic mail systems. 

  

	(b)	No Right to Continued Employment. The Grantee understands and agrees that the vesting of Shares pursuant to Section 2 above is earned only by continuing in the employ or service of the Company at the will of
the Company (not through the act of being hired, being granted the RSUs or acquiring Shares under this Agreement). The Grantee further acknowledges and agrees that nothing in this Agreement, nor in the Plan which is incorporated in this
Agreement by reference, shall confer upon the Grantee any right with respect to continuation as an employee or consultant with the Company, a Parent or any Subsidiary, nor shall it interfere with or restrict in any way the right of the Company, a
Parent or any Subsidiary, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause and with or without advance notice. 


  

			
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	(c)	Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and
provisions of the Plan. 

  

	(d)	Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs
and successors of the Grantee. 

  

	(e)	Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.


  

	(f)	Section 409A. This Agreement and the Award are intended to comply with or be exempt from, as the case may be, Section 409A of the Code so as to not result in any tax, penalty or interest thereunder. This
Agreement and the Award shall be construed and interpreted accordingly. Except for the Company’s tax withholding rights, the Grantee shall be solely responsible for any and all tax liability with respect to the Award. 


 

	(g)	Invalid Provision. The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision had been omitted. 

  

	(h)	Governing Law/Choice of Venue. 

  

	 	(i)	This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Delaware (without giving effect to the conflict of laws principles thereof), as
provided in the Plan. 

  

	 	(ii)	For the purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Agreement, the parties hereby submit and consent to the exclusive
jurisdiction of the State of California where this grant is made and/or to be performed and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal court of the United States for the
Northern District of California, and no other courts. 

  

	(i)	Imposition of Other Requirements. If the Grantee relocates to another country after the Date of Grant, the Company reserves the right to impose other requirements on the Grantee’s participation in the Plan,
to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing. 

  

	(j)	 Insider Trading Restrictions/Market Abuse Laws. The Grantee acknowledges that he or she is subject to the
Company’s Insider Trading Policy and may be or may become subject to the Company’s 10b5-1 Trading Plan Policy, each as amended from time to 



  

			
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time. In addition, the Grantee understands that he or she may be subject to insider trading restrictions under securities laws, market abuse laws, and/or other similar laws, and such restrictions
may affect his or her ability to acquire or sell Shares or rights to Shares. The Grantee acknowledges that it is the Grantee’s responsibility to comply with such Company policies and any additional restrictions that may apply under applicable
laws with respect to the Grantee’s acquisition, holding, and any disposition of Shares or rights to Shares. 

  

	(k)	Recoupment. Notwithstanding any other provision herein, the recoupment or “clawback” policies adopted by the Administrator and applicable to equity awards, as such policies are in effect from time to
time, shall apply to the Award and any Shares that may be issued in respect of the Award. 

  

	(l)	Entire Agreement. This Agreement, the Notice of Grant and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and
supersede all prior communications, representations and negotiations in respect thereto. 

  

	(m)	Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. 


 

	(n)	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


 

	(o)	Signature. This Agreement shall be deemed executed by the Company and the Grantee as of the Date of Grant upon execution by such parties (or upon the Grantee’s online acceptance) of the Notice of Grant.



  

			
	RSU Award Agreement for U.S. Executives (NEO Version) (March 2016)	  	10