Exhibit 10.4

 

NIKOLA CORPORATION
 2020 STOCK INCENTIVE PLAN
 NOTICE OF STOCK OPTION GRANT

 

You have been granted the following Option (this “Option” or this “Award”) to purchase shares of Common Stock (“Stock”) of Nikola Corporation (the “Company”) under the Nikola Corporation 2020 Stock Incentive Plan (as may be amended from time to time, the “Plan”):

 

	
Name of Optionee:
    	
 
    	
[Name of Optionee]
    
	
 
    	
 
    	
 
    
	
Grant Date:
    	
 
    	
[Date of Grant]
    
	
 
    	
 
    	
 
    
	
Total Number of Shares Subject to Option:
    	
 
    	
[Total Shares]
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
o   Incentive Stock Option

 

o   Nonstatutory Stock Option
    
	
 
    	
 
    	
 
    
	
Exercise Price Per Share:
    	
 
    	
$[Exercise Price]
    
	
 
    	
 
    	
 
    
	
Vesting Commencement Date:
    	
 
    	
[Vesting Commencement Date]
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[This Option becomes exercisable when you complete [·]   months of continuous Service as an Employee or a Consultant from the Vesting   Commencement Date. Actual vesting schedule   to be inserted.]
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
[Expiration Date] This Option expires earlier if   your Service terminates earlier, as described in the Stock Option Agreement.
    


 

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the term and conditions of the Plan and the Stock Option Agreement (this “Agreement”), both of which are attached to and made a part of this document.

 

By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

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OPTIONEE
    	
 
    	
NIKOLA CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
Optionee’s Signature
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
Optionee’s Printed Name
    	
 
    	
 
    	
 
    


 

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NIKOLA CORPORATION
 2020 STOCK INCENTIVE PLAN
 STOCK OPTION AGREEMENT

 

	
The Plan and Other Agreements
    	
 
    	
The Option that you are receiving is granted   pursuant and subject in all respects to the applicable provisions of the   Plan, which is incorporated herein by reference. Capitalized terms not   defined in this Agreement will have the meanings ascribed to them in the   Plan.
    
   The attached Notice, this Agreement and the Plan constitute the entire understanding   between you and the Company regarding this Award. Any prior agreements,   commitments or negotiations concerning this Option are superseded. This   Agreement may be amended by the Committee without your consent; however, if   any such amendment would materially impair your rights or obligations under   this Agreement, this Agreement may be amended only by another written   agreement, signed by you and the Company.
    
	
 
    	
 
    	
 
    
	
Tax Treatment
    	
 
    	
This Option is intended to be an incentive stock   option under Section 422 of the Code or a nonstatutory option, as   provided in the Notice of Stock Option Grant. Even if this Option is   designated as an incentive stock option, it will be deemed to be a   nonstatutory option to the extent required by the $100,000 annual limitation under   Section 422(d) of the Code.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This Option becomes exercisable in installments, as   shown in the Notice of Stock Option Grant. This Option will in no event   become exercisable for additional Shares after your Service as an Employee or   a Consultant has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This Option expires in any event at the close of   business at Company headquarters on the day before the tenth (10th)   anniversary of the Grant Date, as shown on the Notice of Stock Option Grant   (fifth (5th) anniversary for a more than ten percent (10%) shareholder as   provided under the Plan if this is an incentive stock option). This Option   may expire earlier if your Service terminates, as described below.
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If your Service terminates for any reason except due   to your death or Disability, then this Option will expire at the close of   business at Company headquarters on the date three (3) months after the   date your Service terminates (or, if earlier, the Expiration Date). The Company   determines when your Service terminates for this purpose and all purposes   under the Plan and its determinations are conclusive and binding on all   persons.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If your Service terminates because of your death,   then this Option will expire at the close of business at Company headquarters   on the date 
    


 

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twelve (12) months after the date your Service   terminates (or, if earlier, the Expiration Date). During that period of up to   twelve (12) months, your estate or heirs may exercise this Option.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If your Service terminates because of your   Disability, then this Option will expire at the close of business at Company   headquarters on the date twelve (12) months after the date your Service   terminates (or, if earlier, the Expiration Date).
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Option, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was   approved by the Company in writing and if continued crediting of Service is   required by the terms of the leave or by applicable law. But your Service   terminates when the approved leave ends, unless you immediately return to   active work.
    
   If you go on a leave of absence, then the vesting schedule specified in the   Notice of Stock Option Grant may be adjusted in accordance with the Company’s   leave of absence policy or the terms of your leave. If you commence working   on a part-time basis, then the vesting schedule specified in the Notice of   Stock Option Grant may be adjusted in accordance with the Company’s part-time   work policy or the terms of an agreement between you and the Company   pertaining to your part-time schedule.
    
	
 
    	
 
    	
 
    
	
Restrictions on Exercise
    	
 
    	
The Company will not permit you to exercise this   Option if the issuance of Shares at that time would violate any law or   regulation. The inability of the Company to obtain approval from any   regulatory body having authority deemed by the Company to be necessary to the   lawful issuance and sale of the Stock pursuant to this Option will relieve the   Company of any liability with respect to the non-issuance or sale of the   Stock as to which such approval will not have been obtained.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this Option you must   provide a written or electronic notice of exercise form (substantially in the   form attached to this Agreement as Exhibit A) in accordance with   such procedures as are established by the Company and communicated to you   from time to time. Any notice of exercise must specify how many Shares you   wish to purchase and how your Shares should be registered. The notice of   exercise will be effective when it is received by the Company. If someone   else wants to exercise this Option after your death, that person must prove   to the Company’s satisfaction that he or she is entitled to do so.
    


 

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Form of Payment
    	
 
    	
When you submit your notice of exercise, you must include   payment of the Option exercise price for the Shares you are purchasing.   Payment may be made in the following form(s):

 

·                  Your   personal check, a cashier’s check, a money order or a wire transfer.

 

·                  Certificates   for Shares that you own, along with any forms needed to effect a transfer of   those Shares to the Company. The value of the Shares, determined as of the   effective date of the Option exercise, will be applied to the Option exercise   price. Instead of surrendering Shares, you may attest to the ownership of   those Shares on a form provided by the Company and have the same number of   Shares subtracted from the Shares issued to you upon exercise of this Option.   However, you may not surrender or attest to the ownership of Shares in   payment of the exercise price if your action would cause the Company to   recognize a compensation expense (or additional compensation expense) with   respect to this Option for financial reporting purposes.

 

·                  By   delivery on a form approved by the Company of an irrevocable direction to a   securities broker approved by the Company to sell all or part of the Shares   that are issued to you when you exercise this Option and to deliver to the   Company from the sale proceeds an amount sufficient to pay the Option   exercise price and any withholding taxes. The balance of the sale proceeds,   if any, will be delivered to you. The directions must be given by providing a   notice of exercise form approved by the Company.

 

·                  By   delivery on a form approved by the Company of an irrevocable direction to a   securities broker or lender approved by the Company to pledge Shares that are   issued to you when you exercise this Option as security for a loan and to   deliver to the Company from the loan proceeds an amount sufficient to pay the   Option exercise price and any withholding taxes. The directions must be given   by providing a notice of exercise form approved by the Company.

 

·                  If   permitted by the Committee, by a “net exercise”   arrangement pursuant to which the number of Shares issuable upon exercise of   the Option will be reduced by the largest whole number of Shares having an   aggregate Fair Market Value that does not exceed the aggregate exercise price   (plus tax withholdings, if applicable) and any remaining balance of the   aggregate exercise price (and/or applicable tax 
    


 

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withholdings) not   satisfied by such reduction in the number of whole Shares to be issued will   be paid by you in cash other form of payment permitted under this Option. The   directions must be given by providing a notice of exercise form approved by   the Company.

 

·                  Any   other form permitted by the Committee in its sole discretion.

 

Notwithstanding the foregoing, payment may not be   made in any form that is unlawful, as determined by the Committee in its sole   discretion.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes and Stock Withholding
    	
 
    	
Regardless of any action the Company and/or the   Subsidiary or Affiliate employing you (“Employer”)   takes with respect to any or all income tax, social insurance, payroll tax,   payment on account or other tax-related withholding (“Tax-Related   Items”), you acknowledge that the ultimate liability for all   Tax-Related Items legally due by you is and remains your responsibility and   that the Company and/or your Employer (1) make no representations or   undertakings regarding the treatment of any Tax-Related Items in connection   with any aspect of this Option grant, including the grant, vesting or   exercise of this Option, the subsequent sale of Shares acquired pursuant to   such exercise and the receipt of any dividends; and (2) do not commit to   structure the terms of the grant or any aspect of this Option to reduce or   eliminate your liability for Tax-Related Items.
    
   Prior to exercise of this Option, you will pay or make adequate arrangements   satisfactory to the Company and/or your Employer to satisfy all withholding   and payment on account obligations of the Company and/or your Employer. In   this regard, you authorize the Company and/or your Employer to withhold all   applicable Tax-Related Items legally payable by you from your wages or other   cash compensation paid to you by the Company and/or your Employer. With the   Company’s consent, these arrangements may also include, if permissible under   local law, (a) withholding Shares that otherwise would be issued to you   when you exercise this Option, provided that the Company only withholds the   amount of Shares necessary to satisfy the maximum legally required tax   withholding, (b) having the Company withhold taxes from the proceeds of the   sale of the Shares, either through a voluntary sale or through a mandatory   sale arranged by the Company (on your behalf pursuant to this authorization),   or (c) any other arrangement approved by the Company. The Fair Market   Value of the Shares, determined as of the effective date of the Option   exercise, will be applied as a credit against the withholding taxes. Finally,   you will pay to the Company or your Employer any amount of Tax-Related Items   that the Company or your Employer may be required to withhold as a result of   your participation in the 
    


 

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Plan or your purchase of Shares that cannot be   satisfied by the means previously described. The Company may refuse to honor   the exercise and refuse to deliver the Shares if you fail to comply with your   obligations in connection with the Tax-Related Items as described in this   section.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Shares at a time when   applicable laws, Company policies or an agreement between the Company and its   underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
In general, only you can exercise this Option prior   to your death. You may not sell, transfer, assign, pledge or otherwise   dispose of this Option, other than as designated by you by will or by the   laws of descent and distribution, except as provided below. For instance, you   may not use this Option as security for a loan. If you attempt to do any of   these things, this Option will immediately become invalid. You may in any   event dispose of this Option in your will. Regardless of any marital property   settlement agreement, the Company is not obligated to honor a notice of   exercise from your former spouse, nor is the Company obligated to recognize   your former spouse’s interest in this Option in any other way.
    
   However, if this Option is designated as a nonstatutory stock option in the   Notice of Stock Option Grant, then the Committee may, in its sole discretion,   allow you to transfer this Option as a gift to one or more family members.   For purposes of this Agreement, “family member”   means a child, stepchild, grandchild, parent, stepparent, grandparent,   spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,   son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including   adoptive relationships), any individual sharing your household (other than a   tenant or employee), a trust in which one or more of these individuals have   more than fifty percent (50%) of the beneficial interest, a foundation in   which you or one or more of these persons control the management of assets,   and any entity in which you or one or more of these persons own more than   fifty percent (50%) of the voting interest.
    
   In addition, if this Option is designated as a nonstatutory stock option in   the Notice of Stock Option Grant, then the Committee may, in its sole   discretion, allow you to transfer this Option to your spouse or former spouse   pursuant to a domestic relations order in settlement of marital property   rights.

 
    
	
 
    	
 
    	
The Committee will allow you to transfer this Option   only if both you and the transferee(s) execute the forms prescribed by   the Committee, 
    


 

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which include the consent of the   transferee(s) to be bound by this Agreement.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
Neither this Option nor this Agreement gives you the   right to be employed or retained by the Company or any Subsidiary or   Affiliate of the Company in any capacity. The Company and its Subsidiaries   and Affiliates reserve the right to terminate your Service at any time, with   or without cause.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
This Option carries neither voting rights nor rights   to dividends. You, or your estate or heirs, have no rights as a shareholder   of the Company unless and until you have exercised this Option by giving the   required notice to the Company and paying the exercise price. No adjustments   will be made for dividends or other rights if the applicable record date   occurs before you exercise this Option, except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
The number of Shares covered by this Option and the   exercise price per Share will be subject to adjustment in the event of a   stock split, a stock dividend or a similar change in Company Shares, and in   other circumstances, as set forth in the Plan. The forfeiture provisions and   restrictions described above will apply to all new, substitute or additional   stock options or securities to which you are entitled by reason of this   Award.
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
Except as otherwise provided in the Plan or this   Agreement, every term of this Agreement will be binding upon and inure to the   benefit of the parties hereto and their respective heirs, legatees, legal   representatives, successors, transferees and assigns.
    
	
 
    	
 
    	
 
    
	
Notice
    	
 
    	
Any notice required or permitted under this   Agreement will be given in writing and will be deemed effectively given upon   the earliest of personal delivery, receipt or the third (3rd) full day   following mailing with postage and fees prepaid, addressed to the other party   hereto at the address last known in the Company’s records or at such other   address as such party may designate by ten (10) days’ advance written   notice to the other party hereto.
    
	
 
    	
 
    	
 
    
	
Section 409A of the Code
    	
 
    	
To the extent this Agreement is subject to, and not   exempt from, Section 409A of the Code, this Agreement is intended to   comply with Section 409A, and its provisions will be interpreted in a   manner consistent with such intent. You acknowledge and agree that changes   may be made to this Agreement to avoid adverse tax consequences to you under   Section 409A.
    
	
 
    	
 
    	
 
    
	
Applicable Law and Choice of Venue
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware as to matters within the scope   thereof, and as to all 
    


 

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other matters, the internal laws of the State of   Arizona, without regard to the laws of any other jurisdiction that might be   applied because of the conflicts of laws principles of any state.
    
   For purposes of litigating any dispute that arises directly or indirectly   from the relationship of the parties evidenced by this Award or this   Agreement, the parties hereby submit to and consent to the exclusive   jurisdiction of the State of Arizona and agree that such litigation will be   conducted only in the courts of Maricopa County, Arizona, or the federal   courts for the United States for the District of Arizona, and no other   courts, where this grant is made and/or to be performed.
    
	
 
    	
 
    	
 
    
	
Miscellaneous
    	
 
    	
You understand and acknowledge that (1) the   Plan is entirely discretionary, (2) the Company and your Employer have   reserved the right to amend, suspend or terminate the Plan at any time,   (3) the grant of this Option does not in any way create any contractual   or other right to receive additional grants of options (or benefits in lieu   of options) at any time or in any amount and (4) all determinations with   respect to any additional grants, including (without limitation) the times   when options will be granted, the number of Shares subject to awards, the   exercise price and the vesting schedule, will be at the sole discretion of   the Company.
    
   The value of this Option will be an extraordinary item of compensation   outside the scope of your employment contract, if any, and will not be   considered a part of your normal or expected compensation for purposes of   calculating severance, resignation, redundancy or end-of-service payments,   bonuses, long-service awards, pension or retirement benefits or similar   payments.
    
   You understand and acknowledge that participation in the Plan ceases upon   termination of your Service for any reason, except as may explicitly be   provided otherwise in the Plan or this Agreement.
    
   You hereby authorize and direct your Employer to disclose to the Company or   any Subsidiary or Affiliate any information regarding your employment, the   nature and amount of your compensation and the fact and conditions of your   participation in the Plan, as your Employer deems necessary or appropriate to   facilitate the administration of the Plan.
    
   You consent to the collection, use and transfer of personal data as described   in this subsection. You understand and acknowledge that the Company, your   Employer and the Company’s other Subsidiaries and Affiliates hold certain   personal information regarding you for the purpose of managing and   administering the Plan, including (without limitation) your name, home   address, telephone number, date of birth, 
    


 

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social insurance or other government identification   number, salary, nationality, job title, any Shares or directorships held in   the Company and details of all options or any other entitlements to Shares   awarded, canceled, exercised, vested, unvested or outstanding in your favor   (the “Data”). You further understand and   acknowledge that the Company, its Subsidiaries and/or its Affiliates will   transfer Data among themselves as necessary for the purpose of   implementation, administration and management of your participation in the   Plan and that the Company and/or any Subsidiary may each further transfer   Data to any third party assisting the Company in the implementation,   administration and management of the Plan. You understand and acknowledge   that the recipients of Data may be located in the United States or elsewhere,   and that the laws of a recipient’s country of operation (e.g., the United   States) may not have equivalent privacy protections as local laws where you   reside or work. You authorize such recipients to receive, possess, use,   retain and transfer Data, in electronic or other form, for the purpose of   administering your participation in the Plan, including a transfer to any   broker or other third party with whom you elect to deposit Shares acquired   under the Plan of such Data as may be required for the administration of the   Plan and/or the subsequent holding of Shares on your behalf. You may, at any   time, view the Data, require any necessary modifications of Data, make   inquiries about the treatment of Data or withdraw the consents set forth in   this subsection by contacting the Human Resources Department of the Company   in writing.
    


 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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EXHIBIT A

 

NIKOLA CORPORATION 
 2020 STOCK INCENTIVE PLAN
 NOTICE OF EXERCISE OF STOCK OPTION

 

OPTIONEE INFORMATION:

 

	
Name:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Social Security Number:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Employee Number:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
OPTION INFORMATION:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Grant Date:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exercise Price per Share:
    	
 
    	
$
    
	
 
    	
 
    	
 
    
	
Total Number of Shares of Nikola Corporation (the “Company”) Covered by Option:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Type of Stock Option:
    	
 
    	
o   Nonstatutory (NSO)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
o   Incentive (ISO)
    
	
 
    	
 
    	
 
    
	
Number of Shares of the Company for which Option is   Being Exercised Now:
    	
 
    	
(“Purchased Shares”)
    
	
 
    	
 
    	
 
    
	
Total Exercise Price for the Purchased Shares:
    	
 
    	
$
    
	
 
    	
 
    	
 
    
	
Form of Payment:
    	
 
    	
o   Cash or Check for $
   payable to “Nikola Corporation”

 

o Cashless exercise

 

o   Net exercise
    
	
 
    	
 
    	
 
    
	
Name(s) in which the Purchased Shares should be   Registered:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
The Certificate for the Purchased Shares (if any)   should be sent to the Following Address:
    	
 
    	
 
    


 

ACKNOWLEDGMENTS:

 

1.              I understand that all sales of Purchased Shares are subject to compliance with the Company’s policy on securities trades.

 

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2.              I hereby acknowledge that I received and read a copy of the prospectus describing the Nikola Corporation 2020 Stock Incentive Plan and the tax consequences of an exercise.

 

3.              In the case of a nonstatutory option, I understand that I must recognize ordinary income equal to the spread between the fair market value of the Purchased Shares on the date of exercise and the exercise price.  I further understand that I am required to pay withholding taxes at the time of exercising a nonstatutory option.

 

4.              In the case of an incentive stock option, I agree to notify the Company if I dispose of the Purchased Shares before I have met both of the tax holding periods applicable to incentive stock options (that is, if I dispose of the Purchased Shares prior to the date that is two (2) years after the Grant Date and one (1) year after the date the option was exercised).

 

SIGNATURE AND DATE:

 

	
, 20     
    	
 
    


 

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NIKOLA CORPORATION
 2020 STOCK INCENTIVE PLAN
 NOTICE OF RESTRICTED STOCK UNIT AWARD

 

You have been granted the following Restricted Stock Units (the “Restricted Stock Units” or this “Award”) representing shares of Common Stock of Nikola Corporation (the “Company”) under the Nikola Corporation 2020 Stock Incentive Plan (as may be amended from time to time, the “Plan”):

 

	
Name of Recipient:
    	
 
    	
[Name of Recipient]
    
	
 
    	
 
    	
 
    
	
Grant Date:
    	
 
    	
[Date of Grant]
    
	
 
    	
 
    	
 
    
	
Total Number of Shares Subject to Restricted   Stock Units:
    	
 
    	
[Total Shares]
    
	
 
    	
 
    	
 
    
	
Vesting Commencement Date:
    	
 
    	
[Vesting Commencement Date]
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[The RSUs vest when you complete [·]   months of continuous Service as an Employee or a Consultant from the Vesting   Commencement Date. Actual vesting schedule   to be inserted.]
    


 

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that the RSUs are granted under and governed by the term and conditions of the Plan and the Restricted Stock Unit Agreement (this “Agreement”), both of which are attached to and made a part of this document.

 

By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

	
RECIPIENT
    	
 
    	
NIKOLA CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
Recipient’s Signature
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
Recipient’s Printed   Name
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 











 

NIKOLA CORPORATION
 2020 STOCK INCENTIVE PLAN
 RESTRICTED STOCK UNIT AGREEMENT

 

	
The Plan and Other Agreements
    	
 
    	
The RSUs that you are receiving are granted pursuant   and subject in all respects to the applicable provisions of the Plan, which   is incorporated herein by reference. Capitalized terms not defined in this   Agreement will have the meanings ascribed to them in the Plan.

 

The attached Notice, this Agreement and the Plan   constitute the entire understanding between you and the Company regarding   this Award. Any prior agreements, commitments or negotiations concerning this   Award are superseded. This Agreement may be amended by the Committee without   your consent; however, if any such amendment would materially impair your   rights or obligations under this Agreement, this Agreement may be amended   only by another written agreement, signed by you and the Company.
    
	
 
    	
 
    	
 
    
	
Payment for RSUs
    	
 
    	
No cash payment is required for the RSUs you   receive. You are receiving the RSUs in consideration for Services rendered by   you.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The RSUs that you are receiving will vest in   installments, as shown in the Notice of RSU Award. No additional RSUs vest   after your Service as an Employee or a Consultant has terminated for any   reason.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then this   Award expires immediately as to the number of RSUs that have not vested   before the termination date and do not vest as a result of termination. This   means that the unvested RSUs will immediately be cancelled. You receive no   payment for RSUs that are forfeited. The Company determines when your Service   terminates for this purpose and all purposes under the Plan and its   determinations are conclusive and binding on all persons.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Award, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was   approved by the Company in writing and if continued crediting of Service is   required by the terms of the leave or by applicable law. But your Service   terminates when the approved leave ends, unless you immediately return to   active work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If you go on a leave of absence, then the vesting   schedule specified in the Notice of Restricted Stock Unit Award may be   adjusted in accordance with the Company’s leave of absence policy or the   terms of your leave. If you commence working on a part-time basis, then the   vesting schedule specified in the Notice of Restricted Stock Unit Award may   be adjusted in accordance with the Company’s part-time work policy or the   terms of an agreement between you and the Company pertaining to your   part-time 
    


 

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schedule.
    
	
 
    	
 
    	
 
    
	
Nature of RSUs
    	
 
    	
Your RSUs are mere bookkeeping entries. They   represent only the Company’s unfunded and unsecured promise to issue Shares   on a future date. As a holder of RSUs, you have no rights other than the   rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
No Voting Rights or Dividends
    	
 
    	
Your RSUs carry neither voting rights nor rights to   dividends. You, or your estate or heirs, have no rights as a stockholder of   the Company unless and until your RSUs are settled by issuing Shares. No   adjustments will be made for dividends or other rights if the applicable   record date occurs before your Shares are issued, except as described in the   Plan.
    
	
 
    	
 
    	
 
    
	
RSUs Nontransferable
    	
 
    	
You may not sell, transfer, assign, pledge or   otherwise dispose of any RSUs. For instance, you may not use your RSUs as   security for a loan. If you attempt to do any of these things, your RSUs will   immediately become invalid.
    
	
 
    	
 
    	
 
    
	
Settlement of RSUs
    	
 
    	
Each of your vested RSUs will be settled when it   vests; provided, however, that if the Committee requires you to pay   withholding taxes through a sale of Shares, settlement of each RSU may be   deferred to the first permissible trading day for the Shares, if later than   the applicable vesting date.



Under no circumstances may your RSUs be settled   later than two and one-half (2-1/2) months following the calendar year in   which the applicable vesting date occurs.



For purposes of this Agreement, “permissible trading day” means a day that satisfies all of   the following requirements: (1) the exchange on which the Shares are   traded is open for trading on that day; (2) you are permitted to sell   Shares on that day without incurring liability under Section 16(b) of   the Exchange Act; (3) either (a) you are not in possession of   material non-public information that would make it illegal for you to sell   Shares on that day under Rule 10b-5 under the Exchange Act or   (b) Rule 10b5-1 under the Exchange Act would apply to the sale;   (4) you are permitted to sell Shares on that day under such written   insider trading policy as may have been adopted by the Company; and   (5) you are not prohibited from selling Shares on that day by a written   agreement between you and the Company or a third party.

 

At the time of settlement, you will receive one   Share for each vested RSU; provided, however, that no fractional Shares will   be issued or delivered pursuant to the Plan or this Agreement, and the   Committee will determine whether cash will be paid in lieu of any fractional   Share or whether such fractional Share and any rights thereto will be   canceled, terminated or otherwise eliminated. In addition, the Shares are   issued to 
    


 

3











 

	
 
    	
 
    	
you subject to the condition that the issuance of   the Shares not violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes and Stock Withholding
    	
 
    	
Regardless of any action the Company and/or the   Subsidiary or Affiliate employing you (“Employer”)   takes with respect to any or all income tax, social insurance, payroll tax,   payment on account or other tax-related withholding (“Tax-Related   Items”), you acknowledge that the ultimate liability for all   Tax-Related Items legally due by you is and remains your responsibility and   that the Company and/or your Employer (1) make no representations or   undertakings regarding the treatment of any Tax-Related Items in connection   with any aspect of this Award, including the award, vesting or settlement of   the RSUs, the subsequent sale of Shares acquired pursuant to settlement and   the receipt of any dividends; and (2) do not commit to structure the   terms of the award or any aspect of the RSUs to reduce or eliminate your   liability for Tax-Related Items.



Prior to the settlement of the RSUs, you shall pay   or make adequate arrangements satisfactory to the Company and/or the Employer   to satisfy all withholding and payment on account obligations of the Company   and/or your Employer. In this regard, you authorize the Company and/or your   Employer to withhold all applicable Tax-Related Items legally payable by you   from your wages or other cash compensation paid to you by the Company and/or   your Employer.



Unless an alternative arrangement satisfactory to   the Committee has been provided prior to the vesting date, the default method   for paying withholding taxes is withholding Shares that otherwise would be   issued to you when the RSUs are settled, provided that the Company only   withholds Shares having a Fair Market Value equal to the amount necessary to   satisfy the maximum legally required tax withholding.


   The Committee may also require the withholding of taxes from the proceeds of   the sale of the Shares, either through a voluntary sale or through a   mandatory sale arranged by the Company (on your behalf pursuant to this   authorization), or any other arrangement approved by the Committee.



The Fair Market Value of the Shares, determined as   of the effective date when taxes otherwise would have been withheld in cash,   will be applied as a credit against the withholding taxes. Finally, you will   pay to the Company or your Employer any amount of Tax-Related Items that the   Company or your Employer may be required to withhold as a result of your   participation in the Plan or your acquisition of Shares that cannot be   satisfied by the means previously described. The Company may refuse to   deliver the Shares if you fail to comply with your obligations in connection   with the Tax-Related Items as described in this section, and your rights to   the Shares will be forfeited if you do not comply with such 
    


 

4











 

	
 
    	
 
    	
obligations on or before the date that is two and   one-half (2-1/2) months following the calendar year in which the applicable   vesting date for the RSUs occurs.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Shares at a time when   applicable laws, Company policies or an agreement between the Company and its   underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Neither this Award nor this Agreement gives you the   right to be employed or retained by the Company or any Subsidiary or   Affiliate of the Company in any capacity. The Company and its Subsidiaries   and Affiliates reserve the right to terminate your Service at any time, with   or without cause.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
The number of RSUs covered by this Award will be   subject to adjustment in the event of a stock split, a stock dividend or a   similar change in Shares, and in other circumstances, as set forth in the   Plan. The forfeiture provisions and restrictions described above will apply   to all new, substitute or additional restricted stock units or securities to   which you are entitled by reason of this Award.
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
Except as otherwise provided in the Plan or this   Agreement, every term of this Agreement will be binding upon and inure to the   benefit of the parties hereto and their respective heirs, legatees, legal   representatives, successors, transferees and assigns.
    
	
 
    	
 
    	
 
    
	
Notice
    	
 
    	
Any notice required or permitted under this   Agreement will be given in writing and will be deemed effectively given upon   the earliest of personal delivery, receipt or the third (3rd) full day   following mailing with postage and fees prepaid, addressed to the other party   hereto at the address last known in the Company’s records or at such other   address as such party may designate by ten (10) days’ advance written   notice to the other party hereto.
    
	
 
    	
 
    	
 
    
	
Section 409A of the Code
    	
 
    	
To the extent this Agreement is subject to, and not   exempt from, Section 409A of the Code, this Agreement is intended to   comply with Section 409A, and its provisions will be interpreted in a   manner consistent with such intent. You acknowledge and agree that changes   may be made to this Agreement to avoid adverse tax consequences to you under   Section 409A.
    
	
 
    	
 
    	
 
    
	
Applicable Law and Choice of Venue
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware as to matters within the scope   thereof, and as to all other matters, the internal laws of the State of   Arizona, without regard to the laws of any other jurisdiction that might be   applied because of the 
    


 

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conflicts of laws principles of any state.



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

 
    
	
Miscellaneous
    	
 
    	
You understand and acknowledge that (1) the   Plan is entirely discretionary, (2) the Company and your Employer have   reserved the right to amend, suspend or terminate the Plan at any time,   (3) the grant of this Award does not in any way create any contractual   or other right to receive additional grants of awards (or benefits in lieu of   awards) at any time or in any amount and (4) all determinations with respect   to any additional grants, including (without limitation) the times when   awards will be granted, the number of Shares subject to awards and the   vesting schedule, will be at the sole discretion of the Company.



The value of this Award will be an extraordinary   item of compensation outside the scope of your employment contract, if any,   and will not be considered a part of your normal or expected compensation for   purposes of calculating severance, resignation, redundancy or end-of-service   payments, bonuses, long-service awards, pension or retirement benefits or   similar payments.



You understand and acknowledge that participation in   the Plan ceases upon termination of your Service for any reason, except as   may explicitly be provided otherwise in the Plan or this Agreement.



You hereby authorize and direct your Employer to   disclose to the Company or any Subsidiary or Affiliate any information   regarding your employment, the nature and amount of your compensation and the   fact and conditions of your participation in the Plan, as your Employer deems   necessary or appropriate to facilitate the administration of the Plan.



You consent to the collection, use and transfer of   personal data as described in this subsection. You understand and acknowledge   that the Company, your Employer and the Company’s other Subsidiaries and   Affiliates hold certain personal information regarding you for the purpose of   managing and administering the Plan, including (without limitation) your   name, home address, telephone number, date of birth, social insurance or   other government identification number, salary, nationality, job title, any   Shares or directorships held in the Company and details of all awards or any   other entitlements to Shares awarded, canceled, exercised, vested, unvested or   outstanding in your favor (the “Data”). 
    


 

6











 

	
 
    	
 
    	
You further understand and acknowledge that the   Company, its Subsidiaries and/or its Affiliates will transfer Data among   themselves as necessary for the purpose of implementation, administration and   management of your participation in the Plan and that the Company and/or any   Subsidiary may each further transfer Data to any third party assisting the   Company in the implementation, administration and management of the Plan. You   understand and acknowledge that the recipients of Data may be located in the   United States or elsewhere, and that the laws of a recipient’s country of   operation (e.g., the United States) may not have equivalent privacy protections   as local laws where you reside or work. You authorize such recipients to   receive, possess, use, retain and transfer Data, in electronic or other form,   for the purpose of administering your participation in the Plan, including a   transfer to any broker or other third party with whom you elect to deposit   Shares acquired under the Plan of such Data as may be required for the   administration of the Plan and/or the subsequent holding of Shares on your   behalf. You may, at any time, view the Data, require any necessary   modifications of Data, make inquiries about the treatment of Data or withdraw   the consents set forth in this subsection by contacting the Human Resources   Department of the Company in writing.
    


 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

7









 

NIKOLA CORPORATION
 2020 STOCK INCENTIVE PLAN
 NOTICE OF RESTRICTED STOCK AWARD

 

You have been granted the following restricted shares of Common Stock (the “Restricted Shares” or this “Award”) of Nikola Corporation (the “Company”) under the Nikola Corporation 2020 Stock Incentive Plan (as may be amended from time to time, the “Plan”):

 

	
Name of Recipient:
    	
 
    	
[Name of Recipient]
    
	
 
    	
 
    	
 
    
	
Grant Date:
    	
 
    	
[Date of Grant]
    
	
 
    	
 
    	
 
    
	
Total Number of Shares Granted:
    	
 
    	
[Total Shares]
    
	
 
    	
 
    	
 
    
	
Vesting Commencement Date:
    	
 
    	
[Vesting Commencement Date]
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[The Restricted Shares vest when you complete [·]   months of continuous Service as an Employee or a Consultant from the Vesting   Commencement Date. Actual vesting schedule   to be inserted.] 
    


 

By your written signature below (or your electronic acceptance) and the signature of the Company’s representative below, you and the Company agree that the Restricted Shares are granted under and governed by the term and conditions of the Plan and the Restricted Stock Agreement (this “Agreement”), both of which are attached to and made a part of this document.

 

By your written signature below (or your electronic acceptance), you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you by e-mail.  Should you electronically accept this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.”

 

	
RECIPIENT
    	
 
    	
NIKOLA CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
Recipient’s   Signature
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Recipient’s Printed Name
    	
 
    	
Title:
    	
 
    


 











 

NIKOLA CORPORATION
 2020 STOCK INCENTIVE PLAN
 RESTRICTED STOCK AGREEMENT

 

	
The Plan and Other Agreements
    	
 
    	
The Restricted Shares that you are receiving are   granted pursuant and subject in all respects to the applicable provisions of   the Plan, which is incorporated herein by reference. Capitalized terms not   defined in this Agreement will have the meanings ascribed to them in the   Plan.
    
   The attached Notice, this Agreement and the Plan constitute the entire   understanding between you and the Company regarding this Award. Any prior   agreements, commitments or negotiations concerning this Award are superseded.   This Agreement may be amended by the Committee without your consent; however,   if any such amendment would materially impair your rights or obligations   under this Agreement, this Agreement may be amended only by another written   agreement, signed by you and the Company.
    
	
 
    	
 
    	
 
    
	
Payment For Shares
    	
 
    	
No cash payment is required for the Shares you   receive. You are receiving the Shares in consideration for Services rendered   by you.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The Shares that you are receiving will vest in   installments, as shown in the Notice of Restricted Stock Award. No additional   Shares vest after your Service as an Employee or a Consultant has terminated   for any reason.
    
	
 
    	
 
    	
 
    
	
Shares Restricted
    	
 
    	
Unvested Shares will be considered “Restricted Shares.” Except to the extent permitted by the Committee,   you may not sell, transfer, assign, pledge or otherwise dispose of Restricted   Shares.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   Shares will be forfeited to the extent that they have not vested before the   termination date and do not vest as a result of termination. This means that   the Restricted Shares will immediately revert to the Company. You receive no   payment for Restricted Shares that are forfeited. The Company determines when   your Service terminates for this purpose and all purposes under the Plan and   its determinations are conclusive and binding on all persons.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Award, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was   approved by the Company in writing and if continued crediting of Service is   required by the terms of the leave or by applicable law. But your Service   terminates when the approved leave ends, unless you immediately return to   active work.
    
   If you go on a leave of absence, then the vesting schedule specified in 
    


 

2











 

	
 
    	
 
    	
the Notice of Restricted Stock Award may be adjusted   in accordance with the Company’s leave of absence policy or the terms of your   leave. If you commence working on a part-time basis, then the vesting   schedule specified in the Notice of Restricted Stock Award may be adjusted in   accordance with the Company’s part-time work policy or the terms of an   agreement between you and the Company pertaining to your part-time schedule.
    
	
 
    	
 
    	
 
    
	
Stock Certificates or Book Entry Form
    	
 
    	
The Restricted Shares will be evidenced by either   stock certificates or book entries on the Company’s stock transfer records   pending expiration of the restrictions thereon. If you are issued   certificates for the Restricted Shares, the certificates will have stamped on   them a special legend referring to the forfeiture restrictions. In addition   to or in lieu of imposing the legend, the Company may hold the certificates   in escrow. As your vested percentage increases, you may request (at   reasonable intervals) that the Company release to you a non-legended   certificate for your vested Shares.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
During the period of time between the Grant Date and   the date the Restricted Shares become vested, you will have all the rights of   a shareholder with respect to the Restricted Shares except for the right to   transfer the Restricted Shares, as set forth above. Accordingly, you will   have the right to vote the Restricted Shares and to receive any cash   dividends paid with respect to the Restricted Shares.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes and Stock Withholding
    	
 
    	
Regardless of any action the Company and/or the   Subsidiary or Affiliate employing you (“Employer”)   takes with respect to any or all income tax, social insurance, payroll tax,   payment on account or other tax-related withholding (“Tax-Related   Items”), you acknowledge that the ultimate liability for all   Tax-Related Items legally due by you is and remains your responsibility and   that the Company and/or your Employer (1) make no representations or   undertakings regarding the treatment of any Tax-Related Items in connection   with any aspect of the Shares received under this Award, including the award   or vesting of such Shares, the subsequent sale of Shares under this Award and   the receipt of any dividends; and (2) do not commit to structure the   terms of the award to reduce or eliminate your liability for Tax-Related   Items.
    
   No stock certificates will be released to you or no notations on any   Restricted Shares issued in book-entry form will be removed, as applicable,   unless you have paid or made adequate arrangements satisfactory to the   Company and/or your Employer to satisfy all withholding and payment on   account obligations of the Company and/or your Employer. In this regard, you   authorize the Company and/or your Employer to withhold all applicable   Tax-Related Items legally payable by you from your wages or other cash   compensation 
    


 

3











 

	
 
    	
 
    	
paid to you by the Company and/or your Employer.   With the Company’s consent, these arrangements may also include, if   permissible under local law, (a) withholding Shares that otherwise would   be delivered to you when they vest having a Fair Market Value equal to the   amount necessary to satisfy the maximum legally required tax withholding,   (b) having the Company withhold taxes from the proceeds of the sale of   the Shares, either through a voluntary sale or through a mandatory sale   arranged by the Company (on your behalf pursuant to this authorization), or   (c) any other arrangement approved by the Company. The Fair Market Value   of the Shares, determined as of the date when taxes otherwise would have been   withheld in cash, will be applied as a credit against the withholding taxes.   Finally, you will pay to the Company or your Employer any amount of   Tax-Related Items that the Company or your Employer may be required to   withhold as a result of your participation in the Plan or your acquisition of   Shares that cannot be satisfied by the means previously described. The   Company may refuse to deliver the Shares if you fail to comply with your   obligations in connection with the Tax-Related Items as described in this   section.

 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Shares at a time when   applicable laws, Company policies or an agreement between the Company and its   underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Neither this Award nor this Agreement gives you the   right to be employed or retained by the Company or any Subsidiary or   Affiliate of the Company in any capacity. The Company and its Subsidiaries   and Affiliates reserve the right to terminate your Service at any time, with   or without cause.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
The number of Restricted Shares covered by this   Award will be subject to adjustment in the event of a stock split, a stock   dividend or a similar change in Shares, and in other circumstances, as set   forth in the Plan. The forfeiture provisions and restrictions described above   will apply to all new, substitute or additional restricted shares or   securities to which you are entitled by reason of this Award.
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
Except as otherwise provided in the Plan or this   Agreement, every term of this Agreement will be binding upon and inure to the   benefit of the parties hereto and their respective heirs, legatees, legal   representatives, successors, transferees and assigns.
    
	
 
    	
 
    	
 
    
	
Notice
    	
 
    	
Any notice required or permitted under this   Agreement will be given in writing and will be deemed effectively given upon   the earliest of personal delivery, receipt or the third (3rd) full day   following mailing 
    


 

4











 

	
 
    	
 
    	
with postage and fees prepaid, addressed to the   other party hereto at the address last known in the Company’s records or at   such other address as such party may designate by ten (10) days’ advance   written notice to the other party hereto.

 
    
	
Applicable Law and Choice of Venue
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware as to matters within the scope   thereof, and as to all other matters, the internal laws of the State of   Arizona, without regard to the laws of any other jurisdiction that might be   applied because of the conflicts of laws principles of any state.
    
   For purposes of litigating any dispute that arises directly or indirectly   from the relationship of the parties evidenced by this Award or this   Agreement, the parties hereby submit to and consent to the exclusive   jurisdiction of the State of Arizona and agree that such litigation will be   conducted only in the courts of Maricopa County, Arizona, or the federal   courts for the United States for the District of Arizona, and no other   courts, where this grant is made and/or to be performed.
    
	
 
    	
 
    	
 
    
	
Miscellaneous
    	
 
    	
You understand and acknowledge that (1) the   Plan is entirely discretionary, (2) the Company and your Employer have   reserved the right to amend, suspend or terminate the Plan at any time,   (3) the grant of this Award does not in any way create any contractual   or other right to receive additional grants of awards (or benefits in lieu of   awards) at any time or in any amount and (4) all determinations with   respect to any additional grants, including (without limitation) the times   when awards will be granted, the number of Shares subject to awards, the   purchase price and the vesting schedule, will be at the sole discretion of   the Company.
    
   The value of this Award will be an extraordinary item of compensation outside   the scope of your employment contract, if any, and will not be considered a   part of your normal or expected compensation for purposes of calculating   severance, resignation, redundancy or end-of-service payments, bonuses,   long-service awards, pension or retirement benefits or similar payments.
    
   You understand and acknowledge that participation in the Plan ceases upon   termination of your Service for any reason, except as may explicitly be   provided otherwise in the Plan or this Agreement.
    
   You hereby authorize and direct your Employer to disclose to the Company or   any Subsidiary or Affiliate any information regarding your employment, the   nature and amount of your compensation and the fact and conditions of your   participation in the Plan, as your Employer deems necessary or appropriate to   facilitate the 
    


 

5











 

	
 
    	
 
    	
administration of the Plan.
    
   You consent to the collection, use and transfer of personal data as described   in this subsection. You understand and acknowledge that the Company, your   Employer and the Company’s other Subsidiaries and Affiliates hold certain   personal information regarding you for the purpose of managing and   administering the Plan, including (without limitation) your name, home   address, telephone number, date of birth, social insurance or other   government identification number, salary, nationality, job title, any Shares   or directorships held in the Company and details of all awards or any other   entitlements to Shares awarded, canceled, exercised, vested, unvested or   outstanding in your favor (the “Data”). You   further understand and acknowledge that the Company, its Subsidiaries and/or   its Affiliates will transfer Data among themselves as necessary for the   purpose of implementation, administration and management of your   participation in the Plan and that the Company and/or any Subsidiary may each   further transfer Data to any third party assisting the Company in the   implementation, administration and management of the Plan. You understand and   acknowledge that the recipients of Data may be located in the United States   or elsewhere, and that the laws of a recipient’s country of operation (e.g.,   the United States) may not have equivalent privacy protections as local laws   where you reside or work. You authorize such recipients to receive, possess,   use, retain and transfer Data, in electronic or other form, for the purpose   of administering your participation in the Plan, including a transfer to any   broker or other third party with whom you elect to deposit Shares acquired   under the Plan of such Data as may be required for the administration of the   Plan and/or the subsequent holding of Shares on your behalf. You may, at any   time, view the Data, require any necessary modifications of Data, make   inquiries about the treatment of Data or withdraw the consents set forth in   this subsection by contacting the Human Resources Department of the Company   in writing.
    


 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

6