a1012-birdridesxemployee






        BIRD CANADA, INC.    Michael Washinushi  January 1, 2023  Dear Mr. Washinushi,  Bird Canada, Inc. (the “Company”), is pleased to offer you employment with the Company on the  terms described in this Employment Letter Agreement (this “Letter”), commencing as of the Start Date set  forth on the signature page hereto (the “Start Date”).   1. Position. You shall, effective as of the Start Date, serve as Chief Financial Officer of Bird  Global, Inc. (“Parent”), pursuant to an agreement to be entered into between the Company and Parent, and  you shall perform such employment duties as are usual and customary for such position and/or as otherwise  directed by the Company. You will report to Parent’s Chief Executive Officer (currently Shane Torchiana).  In addition to the foregoing, you shall serve the Company, Parent and/or any of their respective subsidiaries  or affiliates in such other capacities as the Company may request from time to time, without additional  compensation. By signing this Letter, you confirm that you are under no contractual or other legal  obligations that would prohibit you from performing your duties hereunder.    2. Compensation.      (a) Base Salary.  Effective as of the Start Date, you will be paid an annual base salary  (“Base Salary”) at the rate of $682,000 CAD per year, payable on the Company’s regular payroll dates and  pro-rated for any partial year of service (including, for clarity, calendar year 2023).     (b) Equity Award.      (i) RSU Award.  Subject to the approval of Parent’s Board of Directors (the  “Board”), or a subcommittee of the Board, you will be granted an award of Restricted Stock Units (“RSUs”)  covering 2,500,000 shares of Parent’s Class A common stock (the “RSU Award”). Unless otherwise  specified, the grant date shall be the date that the Board (or a subcommittee of the Board, as applicable)  approves the grant of such RSUs. The RSU Award will be subject to the terms and conditions contained in  Parent’s 2021 Incentive Award Plan or an employment inducement plan, as determined by the Board in its  sole discretion (in any case, the “Plan”), and the applicable RSU award agreement in a form attached hereto  as Schedule A, which may include forfeiture provisions applicable on termination of your employment,  subject to Section 3 below. The RSU Award will vest with respect to 1/12 of the RSUs on March 1, 2023  and 1/12 each of the first 11 quarterly anniversaries thereafter, subject to the terms of the Plan and the RSU  award agreement. As soon as administratively practicable after the RSU Award becomes fully vested, the  RSU Award will be settled in accordance with the terms of the Plan and applicable RSU award agreement.    (ii) Future RSU Award(s).  In addition, if Parent achieves specified stock price  goals outlined in Exhibit A attached hereto, Parent will grant you, subject to the approval of the Board or a  subcommittee thereof, one or more RSU awards (the “Performance-Vesting RSUs”). The Performance- Vesting RSUs will be subject to the terms and conditions contained in the Plan and the applicable RSU  award agreement(s) in a form attached hereto as Schedule A, and will vest on a quarterly basis subject to  Section 3 below. You acknowledge and agree that the Performance-Vesting RSUs, and the shares of Class  A common stock and the Price Per Share Goals (as defined on Exhibit A hereto) subject thereto, are subject  to adjustment, modification and termination in connection with certain events as provided in this Letter  (including Exhibit A hereto) and the Plan, as if they were granted under the Plan as of the date hereof. For  





 






  2    purposes of clarity, in connection with an Equity Restructuring (as defined in the Plan), the Price Per Share  Goals, the number of Performance-Vesting RSUs and the shares of Class A common stock subject thereto  shall be subject to adjustment pursuant to the Plan (as applicable), including Section 8.1 of Parent’s 2021  Incentive Award Plan.    (iii) Annual Equity Awards. Beginning in calendar year 2024, you will be  eligible to receive an annual equity-based compensation award as determined by the Board (or a  subcommittee thereof) from time to time.  The Board (or such subcommittee) will determine in its sole  discretion the grant timing, amount, form(s) and mix, and such other terms and conditions, applicable to  any such annual equity-based compensation award, which may include forfeiture provisions applicable on  termination of the your employment, subject to Section 3 below.    (iv) Notwithstanding the foregoing and notwithstanding anything to the  contrary in the Plan, the awards described in paragraphs (i), (ii) and (iii) above will be structured in a manner  that complies with Section 7 of the Income Tax Act (Canada), including, without limitation: (A) by requiring  that Parent’s Class A common stock be issued to you from treasury upon settlement of RSUs and not in  cash or with shares purchased on the open market, (B) by requiring that dividend equivalents be paid to you  in as a bonus, in cash, and (C) by deeming any provisions of the Plan which are inconsistent with Section  7 of the Income Tax Act (Canada) to be inapplicable.     (c) Performance Bonus.  For each of calendar years 2023 and 2024, you shall be  eligible to earn one or more cash performance bonuses (each, a “Performance Bonus”), as follows:    (i) Adjusted EBITDA.  You shall be eligible to earn (i) a Performance Bonus  equal to $12,800 CAD for each calendar quarter in which the Company achieves positive Adjusted  EBITDA (as defined below), beginning with the first quarter of 2023; and (ii) an additional Performance  Bonus equal to $51,200 CAD if the Company achieves positive Adjusted EBITDA for any three calendar  quarters in the same calendar year (i.e., in 2023 or in 2024), in each case, as determined by the Board or a  subcommittee thereof.   In no event shall more than $102,400 CAD be payable to you with respect to any  one calendar year under this Section 2(c)(i).  For purposes of this Letter, “Adjusted EBITDA” means, with  respect to the applicable period, Adjusted EBITDA as reported in the applicable earnings release attached  as an exhibit to the Company’s Current Report on Form 8-K for the applicable period.    (ii) Free Cash Flow.  You shall be eligible to earn (i) a Performance Bonus  equal to $25,600 CAD for each calendar quarter during which the Company achieves positive Free Cash  Flow (as defined below), beginning with the first quarter of 2023; and (ii) an additional Performance Bonus  equal to $102,400 CAD if the Company achieves positive Free Cash Flow for any three calendar quarters  in the same calendar year (i.e., in 2023 or in 2024), in each case, as determined by the Board or a  subcommittee thereof.   In no event shall more than $204,800 CAD be payable to you with respect to any  one calendar year under this Section 2(c)(ii).  For purposes of this Letter, “Free Cash Flow” means, with  respect to an applicable period, (1) Free Cash Flow as reported in the applicable earnings release attached  as an exhibit to the Company’s Current Report on Form 8-K for the applicable period or (2) if Free Cash  Flow is not specifically reported in the applicable earnings release, (x) net cash provided by operating  activities, less (y) purchases of vehicles, each as reported in the applicable earnings release attached as an  exhibit to the Company’s Current Report on Form 8-K for the applicable period.    (iii) YOY Net Revenue.  You shall be eligible to earn (i) a Performance Bonus  equal to $38,400 CAD if the Company’s Net Revenue (as defined below) increases by 30% or more year- over-year from calendar year 2022 to calendar year 2023 (the “2023 YOY Net Revenue Goal”); and (ii) an  additional Performance Bonus equal to $38,400 CAD if the Company’s Net Revenue increases by 30% or  more year-over-year from calendar year 2023 to calendar year 2024 (the “2024 YOY Net Revenue Goal”  





 






  3    and, together with the 2023 YOY Net Revenue Goal, the “YOY Net Revenue Goals”), as determined by  the Board or a subcommittee thereof; provided, however, that (x) any additional 2023 Net Revenue  associated with a corporate acquisition that is consummated in calendar year 2023 will be excluded for  purposes of calculating the level at which the 2023 YOY Net Revenue Goal is achieved and (y) any  additional 2024 Net Revenue associated with a corporate acquisition that is consummated in calendar year  2024 will be excluded for purposes of calculating the level at which the 2024 YOY Net Revenue Goal is  achieved. In no event shall more than $76,800  CAD be payable to you under this Section 2(c).  For purposes  of this Letter, “Net Revenue” means, with respect to an applicable period, (x) revenue, less (y) contra  revenue, each as reported in the applicable earnings release attached as an exhibit to the Company’s Current  Report on Form 8-K for the applicable period.    (iv) Additional Performance Bonus.  Without limiting anything set forth in this  Section 2, you also will be eligible to earn an additional $204,800 CAD with respect to each of calendar  year 2023 and calendar year 2024 if the Company achieves both (i) positive Adjusted EBITDA and positive  Free Cash Flow for any three calendar quarters in the same calendar year (i.e., in 2023 or in 2024); and (ii)  the YOY Net Revenue Goal for such calendar year, in each case, as determined by the Board or a  subcommittee thereof.  In no event shall more than $409,600 CAD be payable to you under this Section  2(c)(iv).    (v) Payment.  The payment of any Performance Bonus, to the extent any  Performance Bonus becomes payable, will be made within 75 days after the end of the applicable calendar  quarter or 75 days after the end of the applicable calendar year (as applicable), subject to your continued  employment with the Company throughout the applicable performance period, and subject to Section 3  below. Performance Bonus is not earned until it is paid. Except only as may be required to satisfy the  minimum requirements of applicable employment or labour standards legislation, no Performance Bonus  will be paid or is payable to you following the Termination Date, and you waive any claim to damages in  respect thereof whether related or attributable to any contractual or common law termination entitlements  or otherwise.    (d) Signing Bonus.  The Company shall pay you a one-time cash signing bonus (the  “Signing Bonus”) in an amount equal to $100,000 CAD, payable in a lump-sum within 45 days following  the Start Date.  Notwithstanding the foregoing or anything to the contrary herein or in any other agreement,  you acknowledge and agree that if the Termination Date occurs other than due to a Qualifying Termination  (as defined below) or due to your death or disability, in any case, prior to the second anniversary of the  Start Date, all or a portion of the Signing Bonus shall be repaid promptly by you to the Company  immediately upon demand therefor in an amount equal to:    (i) 100% of the Signing Bonus, if such termination occurs prior to the first  anniversary of the Start Date; and    (ii) 50% of the Signing Bonus, if such termination occurs on or after the first  anniversary of the Start Date and prior to the second anniversary of the Start Date.    You and the Company acknowledge and agree that the Signing Bonus (or the relevant portion  thereof) will not be earned unless and until you are continuously, actively employed with the Company  through the applicable anniversary of the Start Date, and the Termination Date has not occurred.  However,  if a Change in Control (as defined in the Plan) is consummated and you remain in continuous employment  until immediately prior to the Change in Control, you will be deemed earned in the entire Signing Bonus  and you will not be required to repay any portion of the Signing Bonus that remains subject to the above  repayment provision.    





 






  4    (e) Benefits. During your employment with the Company, you (and your spouse  and/or eligible dependents to the extent provided in the applicable plans and programs) shall be eligible to  participate in and be covered under the health and welfare benefit plans and programs maintained by the  Company for the benefit of its employees from time to time, pursuant to the terms of such plans and  programs, on the same terms and conditions as those applicable to similarly situated executives of the  Company.    3. Severance.      (a) Qualifying Termination. Subject to Section 3(b) below and your continued  compliance with the Confidentiality Agreement (as defined below), if your employment is terminated due  to a Qualifying Termination, then, the Company will provide you with:    (i) payment of any Base Salary that is earned, due and payable to you up to  and including the last day of employment;     (ii) payment of any Performance Bonus that was earned, but not yet paid, on  the date of termination;    (iii) an amount equal to 12 months of your Base Salary then in effect (the  “Severance”), payable in substantially equal installments in accordance with the Company’s normal payroll  practices over the 12-month period following the termination of your employment (the “Severance  Period”), with such installments commencing on the first regular payroll date following the effective date  of the Release (as defined below), and amounts otherwise payable prior to such first payroll date shall be  paid on such date without interest thereon;     (iv) subject to insurer approval and any required exclusions, continued  participation under the Company benefits plans for the minimum period required pursuant to applicable  employment or labour standards legislation;    (v) the minimum amount of vacation pay as may then be required to be paid  to your pursuant to applicable employment or labour standards legislation;    (vi) all outstanding Time Vesting Awards (as defined below) shall, to the  extent then-unvested, vest (and, as applicable, become exercisable) on an accelerated basis as of the  Termination Date with respect to the number of shares underlying the award that would have vested had  you remained in continuous employment during the 24-month period following the Termination Date;  provided, however, that, with respect to any Time Vesting Award that vests on a quarterly basis, the number  of Parent shares that become vested in accordance with the foregoing shall be calculated assuming that the  vesting schedule for such award is monthly (rather than quarterly) over the vesting period from the  applicable vesting commencement date. Notwithstanding the foregoing, in the event that such Qualifying  Termination occurs during the 24-month period following the date on which a Change in Control is  consummated, all of your then-outstanding Time Vesting Awards shall, to the extent then-unvested, become  fully vested (and, as applicable, exercisable) on an accelerated basis as of the Termination Date; and    (vii) to the extent that the compensation and benefits set out above do not fully  satisfy your entitlements under the applicable employment or labour standards legislation, payment and  provision of any additional compensation and benefits that are then required to be paid or provided to the  you to satisfy your minimum entitlements under the applicable employment or labour standards legislation.  For absolute clarity, in no case will you receive less than the minimum payments and benefits that are then  





 






  5    required to be provided to you by the Company upon such termination pursuant to applicable employment  or labour standards legislation.          In addition to the severance payments and benefits described in Section 3(a) above, you and the  Company acknowledge and agree that, following a Qualifying Termination of your employment, at the  Company’s request, you and the Company shall enter into an advisor or consulting agreement, pursuant to  which you will provide advisory and/or transition services to the Company and its affiliates for a period of  up to one year following the Termination Date, on terms and conditions determined by the Board or a  subcommittee thereof.    You agree that if your employment with the Company ceases as a result of the constructive  dismissal of your employment, then this Section will govern and limit your entitlements upon such  constructive dismissal as if the Company had terminated your employment without Cause.    (b) Release.  Any severance payments and benefits described in Section 3(a) above,  which exceed your minimum standards under applicable employment and labour standards legislation, will  be conditional upon your timely execution and non-revocation of the Company’s standard separation and  release agreement, including a general release of all claims, in a form prescribed by the Company (the  “Release”), within 21 days (or such longer period as may be required by applicable law) following the  Termination Date.  For the avoidance of doubt, each Time Vesting Award shall remain outstanding and  eligible to vest following the termination date and shall actually vest and become non-forfeitable upon the  effectiveness of the Release.      (c) Performance Awards.  Any Parent equity compensation awards that have not  become Time Vesting Awards and remain subject to the achievement of performance conditions (i.e., other  than continued service) as of the Termination Date (including any Performance-Vesting RSUs that have  not yet been granted because the applicable performance goal has not yet been achieved) shall be forfeited  and terminated without consideration therefor, except to the extent required under applicable employment  or labour standards legislation.    (d) Certain Definitions.  For purposes of this Letter:  (i) “Cause” shall have the meaning set forth in the Plan.  (ii) “Change in Control” shall have the meaning set forth in the Plan. For  greater certainty, and for the purposes of this Letter:   (1) references to “the Company” in the definition of “Change in  Control” are deemed to refer to Bird Canada, Inc. and/or Bird Global, Inc.;   (2) references to a “transaction” in the definition of “Change in  Control” are deemed to include a dissolution, winding up or bankruptcy of the Company, or any changes  occurring as a result of the Company filing for protection under the Companies' Creditors Arrangement  Act, RSC 1985, c C-36 or the U.S. equivalent, in addition to the transactions that are specifically described;  and  (3) a “Change in Control” is deemed to have occurred where the  Company and/or Parent’s Board of Directors determines, in its sole discretion, that there has been a change  of control.  (iii) “Good Reason” shall mean the occurrence of any one or more of the  following events without your prior written consent unless the Company fully corrects the circumstances  





 






  6    constituting Good Reason (provided such circumstances are capable of correction): (1) a material reduction  in your Base Salary of 10% or greater, other than a reduction of up to 10% in connection with an across- the-board reduction affecting all similarly situated senior executives of the Company; (2) a material  reduction in your benefits and perquisites; (3) the discontinuation of your participation in any equity or  incentive plan or program that is described in Section 2 above; (4) a failure to pay you any portion of your  then-current compensation when it becomes due, unless you have consented to delay such compensation;  (5) a material diminution of your title, authority, duties or responsibilities, excluding for this purpose any  isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company  promptly after receipt of notice thereof given by you; (6) a relocation of your principal workplace (which  may include your personal residence) by more than 35 miles; (7) a material breach by the Company or any  of its affiliates of this Letter; or (8) a requirement that you report to any person other than the President or  the Chief Executive Officer of Parent (other than temporarily or as required by applicable law).   Notwithstanding the foregoing, you will not be deemed to have resigned your employment for Good Reason  unless (x) you provide the Company with written notice setting forth in reasonable detail the facts and  circumstances you claim to constitute Good Reason within 90 days after the date of the occurrence of any  event that you know or should reasonably have known to constitute Good Reason; (y) the Company fails  to cure such acts or omissions within 30 days following its receipt of such notice; and (z) the effective date  of your resignation for Good Reason occurs no later than 60 days after the expiration of the Company’s  cure period.  (iv) “Qualifying Termination” shall mean a termination of your employment  (1) by the Company without Cause (other than by reason of your death or disability) or (2) by you for Good  Reason.    (v) “Termination Date” means the date on which you cease to be an employee  of the Company for any reason, whether lawful or otherwise (including, without limitation, by reason of  resignation, termination for Cause, termination without Cause, death, frustration of contract due to disability  or constructive dismissal), without regard to any pay in lieu of notice (whether by lump sum or salary  continuance), benefits continuation, or other termination or severance payments or benefits which the  Employee may then receive or be entitled to receive, whether pursuant to contract, the common law or  otherwise.    (vi) “Time Vesting Awards” shall mean all outstanding Parent equity awards  that vest solely on the passage of time that are held by you on the Termination Date (including, for clarity,  (x) any then-unvested RSUs underlying the RSU Award and (y) any then-unvested Performance-Vesting  RSUs (to the extent then-outstanding) that, as of the Termination Date, have satisfied the applicable  performance goal (but which remain subject to time-based vesting conditions)).    (e) No Other Rights.  Except as expressly provided in this Section 3(a), you shall not  be entitled to any additional payments or benefits upon or in connection with your termination of  employment.    4. Confidential  Agreement.  Like all Company employees, you will be required, as a  condition of your employment with the Company, to sign the Company’s standard Intellectual Property and  Confidential Information Agreement  (the “Confidentiality Agreement”).    5. Employment Relationship. Your employment with the Company with commence on the  Start Date and continue indefinitely until terminated in accordance with this Letter.    6. Outside Activities.  While you render services to the Company, you agree that you will  not engage in any other employment, or any consulting or other business activity that competes or causes a  





 






  7    conflict of interest with Parent or the Company and/or the performance of your duties, without the written  consent of Parent or the Company.    7. Indemnification.  Parent or the Company will indemnify, defend, and hold you harmless  to the fullest extent provided in the Company’s Bylaws and other organizing documents, including the  Certificate of Incorporation and any separate, written indemnification agreement entered into by and  between you and the Company in the substantially the same form as provided to all other Company officers  and directors.    8. Taxes, Withholding and Required Deductions.  All forms of compensation referred to  in this Letter are in Canadian dollars and are subject to all applicable taxes, withholding and any other  deductions required by applicable law.     9. Employee Handbook.  Additionally, your acceptance of this offer of employment means  that you understand and agree to familiarize yourself with and adhere to the Company policies and  procedures which you will find in the Company Handbook.    10. No Tax Advice.  You acknowledge and agree that you have consulted with any tax advisors  that you deem advisable in connection with this Letter and the potential payments and other benefits  specified herein and that you are not relying on the Company, Parent or any of their respective subsidiaries,  affiliates, stockholders, directors, officers or employees, or any of their respective representatives, for tax  advice.    11. Arbitration. Like all Company employees, you will be required, as a condition of your  employment with the Company, to sign the Company’s Mutual Agreement to Arbitrate. Unless a mandatory  dispute resolution procedure is required by a statute applicable to this Letter, any disputes concerning your  employment, the terms of your employment, the termination of your employment, your relationship with  the Company, or the interpretation and application of this offer shall be resolved on an individual basis  through binding arbitration in accordance with the Mutual Agreement to Arbitrate.    12. Governing Law. The validity, interpretation, construction and performance of this Letter,  and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be  governed, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of  Canada applicable in that Province, without giving effect to principles of conflicts of law.  13. Entire Agreement. This Letter, and the agreements referenced herein, set forth the entire  agreement and understanding of the parties hereto relating to the subject matter herein and supersedes all  prior or contemporaneous discussions, understandings and agreements, whether oral or written, between  them relating to the subject matter hereof.     14. Counterparts. This Letter may be executed in any number of counterparts, each of which  when so executed and delivered shall be deemed an original, and all of which together shall constitute one  and the same agreement.  Execution of a facsimile or PDF (or other electronic) copy will have the same  force and effect as execution of an original, and a facsimile or electronic signature will be deemed an  original and valid signature.    15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any  documents or notices related to this Letter, securities of the Company or any of its affiliates or any other  matter, including documents and/or notices required to be delivered to you by applicable securities law or  any other law by email or any other electronic means. You hereby consent to (i) conduct business  electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents  





 






  8    electronically and agree to participate through an on-line or electronic system established and maintained  by the Company or a third party designated by the Company.    If you wish to accept this offer, please sign and date and return to me. You acknowledge and agree that this  offer is contingent upon (i) your ability to provide proper work authorization to be employed by the  Company and (ii) receiving applicable background check results that meet standards based upon job duties  and business necessity. Please note, given ongoing delays and closures with certain public institutions in  light of the COVID pandemic, we may need to re-run your background check for certain jurisdictions once  they are accessible. You will be notified at that time and will be provided with the applicable disclosures,  and asked to provide consent to run your background check. You understand that your continued  employment will be contingent upon receiving applicable background check results that meet standards  based upon job duties and business necessity at that time. This means that if a potentially disqualifying  record is revealed in the completed background check, the Company may terminate your employment in  accordance with applicable law. This offer, if not accepted, will expire at the close of business on January  3, 2023.    [Signature Page Follows]  





 






  [Signature Page to Offer Letter]    Please indicate your acknowledgement of, and agreement to, the terms and conditions set forth in this Letter  by signing and dating this Letter in the space provided below and returning the signed Letter to Brooke  Tandy.  We very much look forward to having you join us.  Very truly yours,         BIRD CANADA, INC.    By: /s/ Shane Torchiana  Name: Shane Torchiana   Title: Authorized Signatory           





 






  [Signature Page to Offer Letter]  ACCEPTED AND AGREED:     Michael Washinushi     /s/ Michael Washinushi        Anticipated Start Date: January 1, 2023  





 






    EXHIBIT A  Grant of Performance-Vesting RSUs; General Vesting Schedule  Grant of RSUs.  Performance-Vesting RSUs will be granted to you in two separate tranches as set  forth in the table below (each, a “Tranche”), following the attainment of the applicable Price Per Share (as  defined below) goals set forth in the following table (each, a “Price Per Share Goal” and, the date on which  such Price Per Share Goal is attained (the “Vesting Commencement Date”)), in each case, subject to  approval by the Board or a subcommittee thereof.  Price Per Share Goal (1)  Number of   Granted  Performance- Vesting RSUs  Price Per Share is greater than or equal to $2.50 USD for any 10 Trading Days  (as defined below), which may or may not be consecutive, within any 20  consecutive Trading Day period within the Performance Period  1,000,000  Price Per Share is greater than or equal to $5.00 USD for any 10 Trading  Days, which may or may not be consecutive, within any 20 consecutive  Trading Day period within the Performance Period  500,000  (1)  Upon a Change in Control during the Performance Period, the Price Per Share shall be the CIC Price (as defined  below) and the Price Per Share Goal shall be measured without regard to the Trading Day period described in  the table above.  For the avoidance of doubt, (i) each Price Per Share Goal may be achieved only once during  the Performance Period and (ii) more than one Price Per Share Goal may be achieved on a particular date.   For example, if the first Price Per Share Goal of $2.50 USD per Share is satisfied on January 21, 2023, the  Price Per Share thereafter drops below such level and again reaches $2.50 USD per Share, then no additional  Performance-Vesting RSUs shall be granted with respect to the achievement of such Price Per Share Goal  a second time.  Service-Vesting Requirement.  Each Performance-Vesting RSU granted to you with respect to a  Tranche shall fully vest as to 1/6th of the total number of RSUs subject such Tranche on each quarterly  anniversary of the applicable Vesting Commencement Date, such that all of the RSUs subject to such  Tranche shall have fully vested as of the 18-month anniversary of such Vesting Commencement Date,  subject to your continued employment with the Company or its affiliates throughout the applicable  performance period (and rounded down to the nearest whole RSU until the final vesting date), subject to  Section 3. For certainty, except only as may be required to satisfy the minimum requirements of applicable  employment or labour standards legislation, as amended or replaced, no RSUs granted to you shall further  vest following the Termination Date, and any RSU that is unvested (or any unvested portion thereof) on the  Termination Date will terminate and be cancelled on that date, and you shall have no claim to any payment  or damages in lieu thereof whether under the common law or otherwise.  Change in Control    If a Change in Control occurs during the Performance Period, and a Price Per Share Goal is first  achieved based on the CIC Price, then any Performance-Vesting RSUs to which such Price Per Share Goal  applies shall be granted (or, as determined by the Board or a subcommittee thereof in its sole discretion,  shall be deemed granted) and shall be eligible to vest following such Change in Control subject to the  satisfaction of the service-vesting condition set forth above or in accordance with Section 3.   





 






      Notwithstanding the generality of the foregoing, in the event that a Price Per Share Goal was achieved prior  to such Change in Control, no additional Performance-Vesting RSUs shall be granted with respect to the  achievement of such Price Per Share Goal in connection with such Change in Control.  Notwithstanding anything to the contrary contained herein or in the Plan (including Section 8.3 of  Parent’s 2021 Incentive Award Plan), if, in connection with the occurrence of a Change in Control, any  Performance-Vesting RSUs have not or do not become granted due to failure to achieve the applicable Price  Per Share Goal, then your right to the grant of such RSUs automatically will be forfeited and terminated  without consideration therefor as of immediately prior to the consummation of such Change in Control, and  you shall have no claim to any payment or damages in lieu thereof whether under the common law or  otherwise.  Termination of Service  Upon your Termination Date, all Performance-Vesting RSUs that have not become Time Vesting  Awards and/or been granted as of the Termination Date (because the applicable Price Per Share Goal has  not yet been achieved) automatically will be forfeited and terminated without consideration therefor. For  certainty, except only as may be required to satisfy the minimum requirements of applicable employment  or labour standards legislation, as amended or replaced, no Performance-Vesting RSUs shall be granted  following your Termination Date and will terminate and be cancelled on that date, and you shall have no  claim to any payment or damages in lieu thereof whether under the common law or otherwise.  Definitions  “CIC Price” means the price per Share of Class A Common Stock (each such term as defined in  the Plan) (or, in connection with a sale or other disposition of all or substantially all of the Parent’s assets,  the implied price per Share of Class A Common Stock) paid by an acquiror in connection with such Change  in Control or, to the extent that the consideration in the Change in Control transaction is paid in stock of  the acquiror or its affiliate, then, unless otherwise determined by the Administrator (as defined in the Plan),  the CIC Price shall mean the value of the consideration paid per Share based on the average of the closing  trading prices of a share of such acquiror stock on the principal exchange on which such shares are then  traded for each Trading Day during the five consecutive Trading Days ending on and including the date on  which a Change in Control occurs.  In the event the consideration in the Change in Control takes any other  form, the value of such additional consideration shall be determined by the Administrator in its sole  discretion.  “Performance Period” means the period beginning on (and including) the Start Date and ending  on (and including) the five year anniversary of the Start Date.  “Price Per Share” means (i) the daily volume-weighted average sale price of one Share quoted on  the New York Stock Exchange (or the exchange on which the Shares are then listed); or (ii) if a Change in  Control is consummated during the Performance Period, the CIC Price.  “Termination Date” means the date on which you cease to be an employee of the Company or its  affiliates for any reason, whether lawful or otherwise (including, without limitation, by reason of  resignation, termination for Cause (as defined in the Plan), termination without Cause, death, frustration  of contract due to disability or constructive dismissal), without regard to any pay in lieu of notice  (whether by lump sum or salary continuance), benefits continuation, or other termination or severance  payments or benefits which you may then receive or be entitled to receive, whether pursuant to contract,  the common law or otherwise.    





 






      “Trading Day” means any day on which Shares are actually traded on the principal securities  exchange or securities market on which Shares are then traded.    





 






      SCHEDULE A          RESTRICTED STOCK UNIT GRANT NOTICE    Bird Global, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below  (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice  (this “Grant Notice”), subject to the terms and conditions of the Bird Global, Inc. 2021 Incentive Award Plan  (as amended from time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit  A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not  specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.    Participant:  Grant Date:  Number of RSUs:    Vesting Commencement Date:    Vesting Schedule:       By accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the  terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice  and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this  Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant  hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator  upon any questions arising under the Plan, this Grant Notice or the Agreement.    BIRD GLOBAL, INC. PARTICIPANT      By:      Name:   Participant Name:     Title:      BIRD GLOBAL, INC.    2021 INCENTIVE AWARD PLAN  





 






      Exhibit A      RESTRICTED STOCK UNIT AGREEMENT    Capitalized terms not specifically defined in this Restricted Stock Unit Agreement (this “Agreement”) have  the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.    ARTICLE I.   GENERAL    1.1 Award of RSUs. The Company has granted the RSUs to Participant effective as of the  Grant Date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one  Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until  the time (if ever) the RSUs have vested.    1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth  in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency  between the Plan and this Agreement, the terms of the Plan will control.    1.3 Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured  Company obligation payable only from the Company’s general assets.    ARTICLE II.  VESTING; FORFEITURE AND SETTLEMENT    2.1 Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant  Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest  only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any  reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as  otherwise determined by the Administrator or provided in a binding written agreement between Participant  and the Company.    2.2 Settlement.    (a) The RSUs will be paid in Shares as soon as administratively practicable after the  vesting of the applicable RSU, but in no event later than March 15 of the year following the year in which  the RSU’s vesting date occurs.    (b) Notwithstanding the foregoing, the Company may delay any payment under this  Agreement that the Company reasonably determines would violate Applicable Law until the earliest date  the Company reasonably determines the making of the payment will not cause such a violation (in  accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably  believes the delay will not result in the imposition of excise taxes under Section 409A.    ARTICLE III.  TAXATION AND TAX WITHHOLDING    3.1 Representation. Participant represents to the Company that Participant has reviewed with  Participant’s own tax advisors the tax consequences of this award of RSUs (the “Award”) and the  transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such  advisors and not on any statements or representations of the Company or any of its agents.  





 






      3.2 Tax Withholding.    (a) Subject to Section 3.2(b), payment of the withholding tax obligations with respect  to the Award may be by any of the following, or a combination thereof, as determined by the Company in  its sole discretion:    (i) Cash or check;  (ii) In whole or in part by delivery of Shares, including Shares delivered by  attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value  on the date of delivery; or    (iii) In whole or in part by the Company withholding of Shares otherwise  vesting or issuable under this Award in satisfaction of any applicable withholding tax obligations.    (b) Unless the Company otherwise determines, and subject to Section 9.10 of the Plan,  payment of the withholding tax obligations with respect to the Award shall be by delivery (including  electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional  undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to  satisfy the applicable tax withholding obligations.    (c) Subject to Section 9.5 of the Plan, the applicable tax withholding obligation will  be determined based on Participant’s Applicable Withholding Rate. Participant’s “Applicable Withholding  Rate” shall mean (i) if Participant is subject to Section 16 of the Exchange Act, the greater of (A) the  minimum applicable statutory tax withholding rate or (B) with Participant’s consent, the maximum  individual tax withholding rate permitted under the rules of the applicable taxing authority for tax  withholding attributable to the underlying transaction, or (ii) if Participant is not subject to Section 16 of  the Exchange Act, the minimum applicable statutory tax withholding rate or such other higher rate approved  by the Company; provided, however, that (i) in no event shall Participant’s Applicable Withholding Rate  exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such  withholding (or such other rate as may be required to avoid the liability classification of the applicable  award under generally accepted accounting principles in the United States of America); and (ii) the number  of Shares tendered or withheld, if applicable, shall be rounded up to the nearest whole Share sufficient to  cover the applicable tax withholding obligation, to the extent rounding up to the nearest whole Share does  not result in the liability classification of the RSUs under generally accepted accounting principles.    (d) Participant acknowledges that Participant is ultimately liable and responsible for  all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes  with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the  Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax  withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of  Shares. The Company and its Subsidiaries do not commit and are under no obligation to structure the RSUs  to reduce or eliminate Participant’s tax liability.    ARTICLE IV.   OTHER PROVISIONS    4.1 Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs  are subject to adjustment, modification and termination in certain events as provided in this Agreement and  the Plan.  





 






      4.2 Clawback. The Award and the Shares issuable hereunder shall be subject to any clawback  or recoupment policy in effect on the Grant Date or as may be adopted or maintained by the Company  following the Grant Date, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and  any rules or regulations promulgated thereunder.    4.3 Notices. Any notice to be given under the terms of this Agreement to the Company must  be in writing and addressed to the Company in care of the Company’s General Counsel at the Company’s  principal office or the General Counsel’s then-current email address or facsimile number. Any notice to be  given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or,  if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address,  email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this  Section, either party may designate a different address for notices to be given to that party. Any notice will  be deemed duly given when actually received, when sent by email, when sent by certified mail (return  receipt requested) and deposited with postage prepaid in a post office or branch post office regularly  maintained by the United States Postal Service, when delivered by a nationally recognized express shipping  company or upon receipt of a facsimile transmission confirmation.    4.4 Titles. Titles are provided herein for convenience only and are not to serve as a basis for  interpretation or construction of this Agreement.    4.5 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice  and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the  extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.    4.6 Successors and Assigns. The Company may assign any of its rights under this Agreement  to a single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns  of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this  Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives,  successors and assigns of the parties hereto.    4.7 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the  Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant  Notice, this Agreement and the RSUs will be subject to any additional limitations set forth in any applicable  exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are  requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this  Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.    4.8 Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including  any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior  undertakings and agreements of the Company and Participant with respect to the subject matter hereof. To  the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified,  suspended or terminated at any time or from time to time by the Administrator or the Board; provided,  however, that except as may otherwise be provided by the Plan, no amendment, modification, suspension  or termination of this Agreement shall materially and adversely affect the RSUs without the prior written  consent of Participant.    4.9 Agreement Severable. In the event that any provision of the Grant Notice or this  Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of  the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or  this Agreement.  





 






      4.10 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests  other than as herein provided. This Agreement creates only a contractual obligation on the part of the  Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any  underlying program, in and of itself, has any assets. Participant will have only the rights of a general  unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with  respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured  creditor with respect to the RSUs, as and when settled pursuant to the terms of this Agreement.    4.11 Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement  confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary  or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are  hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason  whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement  between the Company or a Subsidiary and Participant.    4.12 Counterparts. The Grant Notice may be executed in one or more counterparts, including  by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original  and all of which together will constitute one instrument.    4.13 General Appendix and Country-Specific Appendix. Notwithstanding any provisions in  this Agreement or the Plan to the contrary, if Participant resides outside of the United States, the RSUs  shall be subject to any special terms and conditions set forth in the general appendix to this Agreement (the  “General Appendix”) as well as the specific appendix for Participant’s country (the “Country-Specific  Appendix”). Moreover, if Participant relocates to one of the countries included in the Country-Specific  Appendix, the special terms and conditions for such country will apply to him or her unless determined  otherwise by the Company.    * * * * *  





 






        GENERAL APPENDIX TO  RESTRICTED STOCK UNIT AGREEMENT FOR NON-US PARTICIPANTS    1. Service Conditions. In accepting the RSUs, Participant acknowledges and agrees that:    (a) Subject to the individual terms under the Participant’s employment contract, any  notice period mandated under Applicable Laws shall not be treated as service for the purpose of  determining the vesting of the RSUs; and Participant’s right to vesting of Shares in settlement of the  RSUs after termination of service, if any, will be measured by the date of termination of Participant’s  active service and will not be extended by any notice period mandated under Applicable Laws. Subject to  the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether  Participant’s service has terminated and the effective date of such termination.    (b) The Plan is established voluntarily by the Company. It is discretionary in nature  and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise  provided in the Plan and this Agreement.    (c) The grant of the RSUs is voluntary and occasional and does not create any  contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have  been granted repeatedly in the past.    (d) All decisions with respect to future RSUs grants, if any, will be at the sole  discretion of the Company.    (e) Participant’s participation in the Plan shall not create a right to further service with  the Company or another Subsidiary and shall not interfere with the ability of the Company or another  Subsidiary to terminate Participant’s service at any time, with or without cause, subject to Applicable Laws.    (f) Participant is voluntarily participating in the Plan.      (g) The future value of the underlying Shares is unknown and cannot be predicted with  certainty. The value of the Shares may increase or decrease.    (h) No claim or entitlement to compensation or damages arises from termination of  the RSUs or diminution in value of the RSUs or Shares and Participant irrevocably releases the Company  and any Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim  is found by a court of competent jurisdiction to have arisen then, by signing this Agreement, Participant  shall be deemed irrevocably to have waived Participant’s entitlement to pursue such a claim.  





 






        2. Data Privacy.    The following provisions shall only apply to Participant if he or she resides outside of the US, Brazil, the  EU, EEA, and the UK:    (a) Participant voluntarily consents to the collection, use, disclosure and transfer to the  United States and other jurisdictions, in electronic or other form, of his or her personal data as described in  this Agreement and any other award materials (“Data”) by and among, as applicable, the Company and any  Subsidiary for the exclusive purpose of implementing, administering, and managing his or her participation  in the Plan. If Participant does not choose to participate in the Plan, his or her employment status or service  with the Company and any Subsidiary will not be adversely affected.    (b) Participant understands that the Company and any Subsidiary may collect,  maintain, process and disclose, certain personal information about him or her, including, but not limited to,  his or her name, home address, email address and telephone number, date of birth, social insurance number,  passport or other identification number, salary, nationality, job title, any Shares or directorships held in the  Company, details of all equity awards or any other entitlement to Shares awarded, canceled, exercised,  vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing,  administering and, managing the Plan.    (c) Participant understands that Data will be transferred to one or more service  provider(s) selected by the Company, which may assist the Company with the implementation,  administration and management of the Plan. Participant understands that the recipients of the Data may be  located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have  different, including less stringent, data privacy laws and protections than his or her country. Participant  understands that if he or she resides outside the United States, he or she may request a list with the names  and addresses of any potential recipients of the Data by contacting his or her local human resources  representative. Participant authorizes the Company and any other possible recipients that may assist the  Company (presently or in the future) with implementing, administering and managing the Plan to receive,  possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,  administering and managing his or her participation in the Plan.    (d) Participant understands that Data will be held only as long as is necessary to  implement, administer and manage his or her participation in the Plan, including to maintain records  regarding participation. Participant understands that if he or she resides in certain jurisdictions, to the extent  required by Applicable Laws, he or she may, at any time, request access to Data, request additional  information about the storage and processing of Data, require any necessary amendments to Data or refuse  or withdraw the consents given by accepting these RSUs, in any case without cost, by contacting in writing  his or her local human resources representative. Further, Participant understands that he or she is providing  these consents on a purely voluntary basis. If Participant does not consent or if he or she later seeks to  revoke his or her consent, his or her engagement as a service provider with the Company and any Subsidiary  will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that  the Company will not be able to grant him or her RSUs under the Plan or administer or maintain RSUs.  Therefore, Participant understands that refusing or withdrawing his or her consent may affect his or her  ability to participate in the Plan (including the right to retain the RSUs). Participant understands that he or  she may contact his or her local human resources representative for more information on the consequences  of his or her refusal to consent or withdrawal of consent.  





 






        The following provisions shall only apply to Participant if he or she resides in Brazil, the EU or EEA, the  UK, or EU privacy laws are otherwise applicable:    (a) Data Collected and Purposes of Collection. Participant understands that the  Company, acting as controller, as well as the employing Subsidiary, will process, to the extent permissible  under Applicable Laws, certain personal information about him or her, including name, home address and  telephone number, information necessary to process the RSUs (e.g., mailing address for a check payment  or bank account wire transfer information), date of birth, social insurance number or other identification  number, salary, nationality, job title, employment location, details of all RSUs granted, canceled, vested,  unvested or outstanding in his or her favor, and where applicable service termination date and reason for  termination, any capital shares or directorships held in the Company (where needed for legal or tax  compliance), and any other information necessary to process mandatory tax withholding and reporting (all  such personal information is referred to as “Data”). The Data is collected from Participant, and from the  Company and any Subsidiary, for the purpose of implementing, administering and managing the Plan  pursuant to its terms. The legal bases (that is, the legal justification) for processing the Data is that it is  necessary to perform, administer and manage the Plan pursuant to this Agreement between Participant and  the Company, and in Company’s legitimate interests to comply with applicable non-EU laws when  performing, administering and managing the Plan, subject to his or her interest and fundamental rights. The  Data must be provided in order for Participant to participate in the Plan and for the parties to this Agreement  to perform their respective obligations hereunder. If Participant does not provide Data, he or she will not  be able to participate in the Plan and become a party to this Agreement.    (b) Transfers and Retention of Data. Participant understands that the Data will be  transferred to and among the Company and any Subsidiary, as well as service providers (such as stock  administration providers, brokers, transfer agents, accounting firms, payroll processing firms or tax firms),  for the purposes explained above, which are necessary to allow the Company to perform this Agreement.  Participant understands that the recipients of the Data may be located in the United States and in other  jurisdictions outside of the European Economic Area where the Company and any Subsidiary or its service  providers have operations. The United States and some of these other jurisdictions have not been found by  the European Commission to have adequate data protection safeguards. If the Company and any Subsidiary  make transfers of Data outside of the European Economic Area, those transfers will be made solely to the  extent necessary to perform this Agreement and take necessary actions in connection with such  performance. In addition, service providers may commit to provide adequate safeguards for the transferred  Data, such as standard contractual clauses approved by the European Commission. In that case, Participant  may obtain details of the transfers by contacting privacy@bird.co.    (c) Participant’s Rights in Respect of Data. Participant has the right to access his or  her Data being processed by the Company as well as understand why the Company is processing such Data.  Additionally, subject to Applicable Laws, Participant is entitled to have any inadequate, incomplete or  incorrect Data corrected (that is, rectified). Further, subject to Applicable Laws, and under certain  circumstances, Participant may be entitled to the following rights in regard to his or her Data: (i) to object  to the processing of Data; (ii) to have his or her Data erased, such as where it is no longer necessary in  relation to the purposes for which it was processed; (iii) to restrict the processing of his or her Data so that  it is stored but not actively processed (e.g., while the Company assesses whether Participant is entitled to  have Data erased); and (iv) to port a copy of the Data provided pursuant to this Agreement or generated by  him or her, in a common machine-readable format. To exercise his or her rights, Participant may contact  the applicable human resources representative. Participant may also contact the relevant data protection  supervisory authority, as he or she has the right to lodge a complaint.    3. Electronic Delivery. Participant agrees that the Company’s delivery of any documents  related to the Plan or Shares acquired under Plan (including the Plan, this Agreement, the Plan’s prospectus,  





 






        and any reports of the Company provided generally to the Company’s stockholders) to him or her may be  made by electronic delivery, which may include the delivery of a link to a Company intranet or to the Internet  site of a third party involved in administering the Plan, the delivery of the document via e-mail, or any other  means of electronic delivery specified by the Company. If the attempted electronic delivery of such documents  fails, Participant will be provided with a paper copy of the documents. Participant acknowledge that he or she  may receive from the Company a paper copy of any documents that were delivered electronically at no cost to  him or her by contacting the Company by telephone or in writing. Participant may revoke his or her consent  to the electronic delivery of documents or may change the electronic mail address to which such documents  are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the  Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail.  Participant agrees that the foregoing online or electronic participation in the Plan shall have the same force  and effect as documentation executed in hardcopy written form. Finally, Participant understands that he or she  is not required to consent to electronic delivery of documents.    4. No Advice Regarding Grant. The Company is not providing any tax, legal or financial  advice, nor is the Company making any recommendations or assessments regarding Participant’s  participation in the Plan, or his or her acquisition or sale of the underlying Shares. Participant 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.    5. Language. If Participant has received this Agreement or any other document related to the  RSUs translated into a language other than English and if the meaning of the translated version is different  than the English version, the English version will control, subject to Applicable Laws.    * * * * *  





 






          Country-Specific Appendix to    RESTRICTED STOCK UNIT AGREEMENT FOR NON-US PARTICIPANTS    This Country-Specific Appendix includes additional notifications, terms and conditions that govern the RSUs  granted to Participant under the Plan if Participant resides in one of the countries listed below. Capitalized  terms used but not defined in this Country-Specific Appendix have the meanings set forth in the Plan and/or  this Agreement.    Participant understands and agrees that the Company strongly recommends that Participant not rely on the  information herein as the only source of information relating to the consequences of participation in the Plan  because applicable rules and regulations regularly change, sometimes on a retroactive basis, and the  information may be out of date at the time the RSUs vest under the Plan.    Participant further understands and agrees that if Participant is a citizen or resident of a country other than the  one in which Participant is currently working, transfer employment after grant of the RSUs, or is considered a  resident of another country for Applicable Laws purposes, the information contained herein may not apply to  Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions  contained herein shall apply.      [...]      CANADA  Terms and Conditions    Termination of Service. Notwithstanding any provision of the Plan or this Agreement, the following provision  shall apply to Participants employed in Canada on the date on which notification of termination (for any reason,  with or without cause) or resignation from service is delivered:    For purposes of this Agreement, Participant’s termination date shall mean the later of (i) the date upon which  Participant ceases to perform services for the Company following the provision of such notification of  termination or resignation from service and (ii) the end of any minimum period of notice of termination (if  any) required by applicable employment or labour standards legislation. For clarity, unless otherwise expressly  provided in this Agreement or determined by the Company, no RSUs will vest under the Plan following  Participant’s termination date, and the termination date will not be extended by any period of deemed notice of  termination under contract or at common or civil law in respect of which Participant may receive pay in lieu  of notice of termination or damages in lieu of such notice. Participant will not be entitled to any further  payments in respect of the value of any RSUs that have not yet vested as of Participant’s termination date and  no RSUs or any pro-rated portion thereof shall be included in any entitlement to any pay in lieu of notice of  termination or damages in lieu of such notice. Subject to any applicable statutory notice period, the  Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing  services for purposes of the grant of RSUs.    Language Consent. The parties to this Agreement acknowledge that it is their express wish that this Agreement,  as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or  relating directly or indirectly hereto, be drawn up in English.  Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé que cette convention  («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires,  éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.    





 






    Notifications    Securities Law Information. Participant is permitted to sell Shares acquired through the Plan through  the designated broker appointed by the Company, provided the resale of Shares acquired under the Plan  takes place outside of Canada, including, if applicable, through the facilities of a stock exchange on  which the Shares are listed.    Foreign Asset/Account Reporting Information. Canadian residents are required to report any foreign  property (e.g., Shares acquired under the Plan and possibly unvested RSUs) on form T1135 (Foreign  Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time  in the year. It is Participant’s responsibility to comply with these reporting obligations, and Participant  should consult with his or her personal tax advisor in this regard.    Share Settlement of RSUs. Notwithstanding anything to the contrary in the Plan or this Agreement,  RSUs granted to Canadian Participants shall only be settled in treasury Shares and shall not be settled  in cash.    Section 7 Plan.  Despite anything to the contrary in the Plan or this Agreement, the Company acknowledges  and agrees that the RSUs granted hereunder are intended to be governed by section 7 of the Income Tax Act  (Canada) (the “ITA”) and accordingly:    (i) RSUs shall be paid in treasury Shares and shall not be paid in Shares purchased on the open  market or in any other manner that may otherwise be contemplated under the Plan;    (ii) Despite section 9.9 of the Plan, the Administrator shall not settle an Award in cash, or a  combination of Shares and cash, without the advance written consent of the Participant, which consent may  be given or withheld in the absolute discretion of the Participant;    (iii) Despite the last sentence of Section 3.2(d) of this Agreement, the Company and its Subsidiaries  shall do all things reasonably necessary to ensure that the RSUs are governed by section 7 of the ITA;    (iv) Despite section 7.2 of the Plan, any Dividend Equivalents shall be paid currently in cash to the  Participant and, for greater certainty, shall not credited to an account for the Participant or paid in Shares.     [...]