fubotv-formofrsuagreemen






- 1 -  US-DOCS\132891581.1  STANDARD FORM  FUBOTV INC.  2022 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT  NOTICE OF RESTRICTED STOCK UNIT GRANT  Unless otherwise defined herein, the terms defined in the fuboTV Inc. 2022 Employment  Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted  Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of  Grant”), Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all  appendices and exhibits attached thereto (the “Award Agreement”).  NOTICE OF RESTRICTED STOCK UNIT GRANT  Participant Name: as listed on Carta  Address:  as listed on Carta  The undersigned Participant has been granted the right to receive an Award of Restricted Stock  Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:  Grant Number: as listed on Carta     Date of Grant: as listed on Carta     Vesting Commencement Date: as listed on Carta     Number of Restricted Stock Units: as listed on Carta     Vesting Schedule:  Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted  Stock Units will vest in accordance with the following schedule:  One-fourth (1/4th) of the Restricted Stock Units will vest on each of the first four anniversaries  of the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through  each such date.    In the event Participant ceases to be a Service Provider for any or no reason before Participant  vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any  Shares hereunder will immediately terminate.  If the Company uses an electronic capitalization table system (such as E*Trade, Shareworks  or Carta) and the fields in this Notice of Grant are blank or the information is otherwise provided in a  





 






- 2 -  US-DOCS\132891581.1  different format electronically, the blank fields and other information will be deemed to come from  the electronic capitalization system and is considered part of this Notice of Grant.  By Participant’s acceptance (whether in writing, electronically or otherwise, including an  acceptance through an electronic capitalization table system used by fuboTV Inc. (the “Company”),  Participant agrees that this Award of Restricted Stock Units is granted under and governed by the  terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of  Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this  document.  Participant acknowledges receipt of a copy of the Plan.  Participant has reviewed the Plan  and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel  prior to executing this Award Agreement and fully understands all provisions of the Plan and this  Award Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions  or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.   Participant further agrees to notify the Company upon any change in the residence address indicated  below.    PARTICIPANT:  FUBOTV INC.           Signature  Signature         Print Name  Print Name            Title  Address:      





 






  A-1    US-DOCS\132891581.1  EXHIBIT A  TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT  1. Grant of Restricted Stock Units.  The Company hereby grants to the individual (the  “Participant”) named in the Notice of Grant of Restricted Stock Units of this Award Agreement  (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, subject to all of the  terms and conditions in this Award Agreement and the Plan, which is incorporated herein by  reference.  Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and  conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall  prevail.  This award of Restricted Stock Units is intended to constitute an “employment  inducement” award under New York Stock Exchange (“NYSE”) Rule 303A.08, and consequently  is intended to be exempt from the NYSE rules regarding shareholder approval of stock option  plans or other equity compensation arrangements. This Agreement and the terms and conditions  of the Award shall be interpreted in accordance with and consistent with such exception.  2. Company’s Obligation to Pay.  Each Restricted Stock Unit represents the right to  receive a Share on the date it vests.  Unless and until the Restricted Stock Units will have vested  in the manner set forth in Section 3 or 4, Participant will have no right to payment of any such  Restricted Stock Units.  Prior to actual payment of any vested Restricted Stock Units, such  Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all)  only from the general assets of the Company.  3. Vesting Schedule.  Except as provided in Section 4, and subject to Section 5, the  Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting  schedule set forth in the Notice of Grant, subject to Participant continuing to be a Service Provider  through each applicable vesting date.  4. Payment after Vesting.  (a) General Rule.  Subject to Section 8, any Restricted Stock Units that vest  will be paid to Participant (or in the event of Participant’s death, to his or her properly designated  beneficiary or estate) in whole Shares.  Subject to the provisions of Section 4(b), such vested  Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in  each such case within sixty (60) days following the vesting date.  In no event will Participant be  permitted, directly or indirectly, to specify the taxable year of payment of any Restricted Stock  Units payable under this Award Agreement.  (b) Acceleration.  (i) Discretionary Acceleration.  The Administrator, in its discretion,  may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested  Restricted Stock Units at any time, subject to the terms of the Plan.  If so accelerated, such  Restricted Stock Units will be considered as having vested as of the date specified by the  Administrator.  If Participant is a U.S. taxpayer, the payment of Shares vesting pursuant to this  





 






  A-2     US-DOCS\132891581.1  Section 4(b) shall in all cases be paid at a time or in a manner that is exempt from, or complies  with, Section 409A.  The prior sentence may be superseded in a future agreement or amendment  to this Award Agreement only by direct and specific reference to such sentence.    (ii) Notwithstanding anything in the Plan or this Award Agreement or  any other agreement (whether entered into before, on or after the Date of Grant), if the vesting of  the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in  connection with Participant’s termination as a Service Provider (provided that such termination is  a “separation from service” within the meaning of Section 409A, as determined by the Company),  other than due to Participant’s death, and if (x) Participant is a U.S. taxpayer and a “specified  employee” within the meaning of Section 409A at the time of such termination as a Service  Provider and (y) the payment of such accelerated Restricted Stock Units will result in the  imposition of additional tax under Section 409A if paid to Participant on or within the six (6)  month period following Participant’s termination as a Service Provider, then the payment of such  accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day  following the date of Participant’s termination as a Service Provider, unless Participant dies  following his or her termination as a Service Provider, in which case, the Restricted Stock Units  will be paid in Shares to Participant’s estate as soon as practicable following his or her death.   (c) Section 409A.  It is the intent of this Award Agreement that it and all  payments and benefits to U.S. taxpayers hereunder be exempt from, or comply with, the  requirements of Section 409A so that none of the Restricted Stock Units provided under this Award  Agreement or Shares issuable thereunder will be subject to the additional tax imposed under  Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply.  Each  payment payable under this Award Agreement is intended to constitute a separate payment for  purposes of Treasury Regulation Section 1.409A-2(b)(2).  However, in no event will the Company  reimburse Participant, or be otherwise responsible for, any taxes or costs that may be imposed on  Participant as a result of Section 409A.  For purposes of this Award Agreement, “Section 409A”  means Section 409A of the Code, and any final Treasury Regulations and Internal Revenue Service  guidance thereunder, as each may be amended from time to time.  5. Forfeiture Upon Termination as a Service Provider.  Notwithstanding any contrary  provision of this Award Agreement, if Participant ceases to be a Service Provider for any or no  reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon  be forfeited at no cost to the Company and Participant will have no further rights thereunder.  6. Tax Consequences.  Participant has reviewed with his or her own tax advisors the  U.S. federal, state, local and non-U.S. tax consequences of this investment and the transactions  contemplated by this Award Agreement.  With respect to such matters, Participant relies solely on  such advisors and not on any statements or representations of the Company or any of its agents,  written or oral.  Participant understands that Participant (and not the Company) shall be responsible  for Participant’s own tax liability that may arise as a result of this investment or the transactions  contemplated by this Award Agreement.  





 






  A-3     US-DOCS\132891581.1  7. Death of Participant.  Any distribution or delivery to be made to Participant under  this Award Agreement will, if Participant is then deceased, be made to Participant’s designated  beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s  estate.  Any such transferee must furnish the Company with (a) written notice of his or her status  as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer  and compliance with any laws or regulations pertaining to said transfer.  8. Tax Obligations  (a) Responsibility for Taxes.  Participant acknowledges that, regardless of any  action taken by the Company or, if different, Participant’s employer (the “Employer”) or Parent or  Subsidiary to which Participant is providing services (together, the Company, Employer and/or  Parent or Subsidiary to which the Participant is providing services, the “Service Recipient”), the  ultimate liability for any tax and/or social insurance liability obligations and requirements in  connection with the Restricted Stock Units, including, without limitation, (i) all federal, state, and  local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation)  that are required to be withheld by the Company or the Employer or other payment of tax-related  items related to Participant’s participation in the Plan and legally applicable to Participant, (ii) the  Participant’s and, to the extent required by the Company (or Service Recipient), the Company’s  (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or  settlement of the Restricted Stock Units or sale of Shares, and (iii) any other Company (or Service  Recipient) taxes the responsibility for which the Participant has, or has agreed to bear, with respect  to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively,  the “Tax Obligations”), is and remains Participant’s responsibility and may exceed the amount  actually withheld by the Company or the Service Recipient.  Participant further acknowledges that  the Company and/or the Service Recipient (A) make no representations or undertakings regarding  the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units,  including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the  subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or  other distributions, and (B) do not commit to and are under no obligation to structure the terms of  the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability  for Tax Obligations or achieve any particular tax result.  Further, if Participant is subject to Tax  Obligations in more than one jurisdiction between the Date of Grant and the date of any relevant  taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or  the Service Recipient (or former employer, as applicable) may be required to withhold or account  for Tax Obligations in more than one jurisdiction.  If Participant fails to make satisfactory  arrangements for the payment of any required Tax Obligations hereunder at the time of the  applicable taxable event, Participant acknowledges and agrees that the Company may refuse to  issue or deliver the Shares.  (b) Tax Withholding.  When Shares are issued as payment for vested Restricted  Stock Units, Participant generally will recognize immediate U.S. taxable income if Participant is  a U.S. taxpayer.  If Participant is a non-U.S. taxpayer, Participant will be subject to applicable  taxes in his or her jurisdiction.  Pursuant to such procedures as the Administrator may specify from  time to time, the Company and/or Service Recipient shall withhold the amount required to be  





 






  A-4     US-DOCS\132891581.1  withheld for the payment of Tax Obligations.  The Administrator, in its sole discretion and  pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy  such Tax Obligations, in whole or in part (without limitation), if permissible by applicable local  law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares  having a fair market value equal to the minimum amount that is necessary to meet the withholding  requirement for such Tax Obligations (or such greater amount as Participant may elect if permitted  by the Administrator, if such greater amount would not result in adverse financial accounting  consequences), (iii) withholding the amount of such Tax Obligations from Participant’s wages or  other cash compensation paid to Participant by the Company and/or the Service Recipient,  (iv) delivering to the Company already vested and owned Shares having a fair market value equal  to such Tax Obligations, or (v) selling a sufficient number of such Shares otherwise deliverable to  Participant through such means as the Company may determine in its sole discretion (whether  through a broker or otherwise) equal to the minimum amount that is necessary to meet the  withholding requirement for such Tax Obligations (or such greater amount as Participant may elect  if permitted by the Administrator, if such greater amount would not result in adverse financial  accounting consequences).  To the extent determined appropriate by the Company in its discretion,  it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number  of Shares otherwise deliverable to Participant and, until determined otherwise by the Company,  this will be the method by which such Tax Obligations are satisfied.  Further, if Participant is  subject to tax in more than one jurisdiction between the Date of Grant and a date of any relevant  taxable or tax withholding event, as applicable, Participant acknowledges and agrees that the  Company and/or the Service Recipient (and/or former employer, as applicable) may be required  to withhold or account for tax in more than one jurisdiction.  If Participant fails to make satisfactory  arrangements for the payment of such Tax Obligations hereunder at the time any applicable  Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will  permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and  such Restricted Stock Units will be returned to the Company at no cost to the Company.   Participant acknowledges and agrees that the Company may refuse to deliver the Shares if such  Tax Obligations are not delivered at the time they are due.  9. Rights as Stockholder.  Neither Participant nor any person claiming under or  through Participant will have any of the rights or privileges of a stockholder of the Company in  respect of any Shares deliverable hereunder unless and until certificates representing such Shares  (which may be in book entry form) will have been issued, recorded on the records of the Company  or its transfer agents or registrars, and delivered to Participant (including through electronic  delivery to a brokerage account).  After such issuance, recordation and delivery, Participant will  have all the rights of a stockholder of the Company with respect to voting such Shares and receipt  of dividends and distributions on such Shares.  10. No Guarantee of Continued Service.  PARTICIPANT ACKNOWLEDGES AND  AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE  VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE  PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT  THE WILL OF THE COMPANY (OR THE SERVICE RECIPIENT) AND NOT THROUGH  





 






  A-5     US-DOCS\132891581.1  THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT  AWARD OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE  TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET  FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF  CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,  FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH  PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE SERVICE  RECIPIENT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE  PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION, UNLESS  PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR  WITHOUT CAUSE.  11. Grant is Not Transferable.  Except to the limited extent provided in Section 7, this  grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or  hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale  under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,  hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon  any attempted sale under any execution, attachment or similar process, this grant and the rights  and privileges conferred hereby immediately will become null and void.  12. Nature of Grant.  In accepting the grant, Participant acknowledges, understands and  agrees that:  (a) the grant of the Restricted Stock Units is voluntary and occasional and does  not create any contractual or other right to receive future grants of Restricted Stock Units, or  benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the  past;   (b) all decisions with respect to future Restricted Stock Units or other grants, if  any, will be at the sole discretion of the Company;   (c) Participant is voluntarily participating in the Plan;   (d) the Restricted Stock Units and the Shares subject to the Restricted Stock  Units are not intended to replace any pension rights or compensation;  (e) the Restricted Stock Units and the Shares subject to the Restricted Stock  Units, and the income and value of same, are not part of normal or expected compensation for  purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of- service payments, bonuses, long-service awards, pension or retirement or welfare benefits or  similar payments;   (f) the future value of the underlying Shares is unknown, indeterminable and  cannot be predicted;   





 






  A-6     US-DOCS\132891581.1  (g) for purposes of the Restricted Stock Units, Participant’s status as a Service  Provider will be considered terminated as of the date Participant is no longer actively providing  services to the Company or any Parent or Subsidiary (regardless of the reason for such termination  and whether or not such termination is later to be found invalid or in breach of employment laws  in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment  or service agreement, if any), and unless otherwise expressly provided in this Award Agreement  (including by reference in the Notice of Grant to other arrangements or contracts) or determined  by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if  any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s  period of service would not include any contractual notice period or any period of “garden leave”  or similar period mandated under employment laws in the jurisdiction where Participant is a  Service Provider or the terms of Participant’s employment or service agreement, if any, unless  Participant is providing bona fide services during such time); the Administrator shall have the  exclusive discretion to determine when Participant is no longer actively providing services for  purposes of the Restricted Stock Units grant (including whether Participant may still be considered  to be providing services while on a leave of absence and consistent with local law);   (h) unless otherwise provided in the Plan or by the Company in its discretion,  the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any  entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by,  another company nor be exchanged, cashed out or substituted for, in connection with any corporate  transaction affecting the Shares; and  (i) the following provisions apply only if Participant is providing services  outside the United States:  (i) the Restricted Stock Units and the Shares subject to the Restricted  Stock Units are not part of normal or expected compensation or salary for any purpose;  (ii) Participant acknowledges and agrees that none of the Company, the  Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation  between Participant’s local currency and the United States Dollar that may affect the value of the  Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the  Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and  (iii) no claim or entitlement to compensation or damages shall arise from  forfeiture of the Restricted Stock Units resulting from the termination of Participant’s status as a  Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach  of employment laws in the jurisdiction where Participant is a Service Provider or the terms of  Participant’s employment or service agreement, if any), and in consideration of the grant of the  Restricted Stock Units to which Participant is otherwise not entitled, Participant irrevocably agrees  never to institute any claim against the Company, any Parent or Subsidiary or the Service  Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any  Parent or Subsidiary and the Service Recipient from any such claim; if, notwithstanding the  foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in  





 






  A-7     US-DOCS\132891581.1  the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and  agrees to execute any and all documents necessary to request dismissal or withdrawal of such  claim.  13. No Advice Regarding Grant.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding Participant’s  participation in the Plan, or Participant’s 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.  14. Data Privacy.  Participant hereby explicitly and unambiguously consents to the  collection, use and transfer, in electronic or other form, of Participant’s personal data as  described in this Award Agreement and any other Restricted Stock Unit grant materials by and  among, as applicable, the Employer, or other Service Recipient the Company and any Parent or  Subsidiary for the exclusive purpose of implementing, administering and managing  Participant’s participation in the Plan.  Participant understands that the Company and the Service Recipient may hold certain  personal information about Participant, including, but not limited to, Participant’s name, home  address and telephone number, date of birth, social insurance number or other identification  number, salary, nationality, job title, any Shares or directorships held in the Company, details  of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised,  vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of  implementing, administering and managing the Plan.    Participant understands that Data will be transferred to a stock plan service provider as  may be selected by the Company in the future, which is assisting 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 recipients’  country of operation (e.g., the United States) may have different data privacy laws and  protections than Participant’s 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, any stock plan service provider selected by the Company  and any other possible recipients which 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.  Participant understands that Data will be held  only as long as is necessary to implement, administer and manage Participant’s participation in  the Plan.  Participant understands if he or she resides outside the United States, he or she may,  at any time, view Data, request additional information about the storage and processing of Data,  require any necessary amendments to Data or refuse or withdraw the consents herein, in any  case without cost, by contacting in writing his or her local human resources representative.   Further, Participant understands that he or she is providing the consents herein on a purely  voluntary basis.  If Participant does not consent, or if Participant later seeks to revoke his or  





 






  A-8     US-DOCS\132891581.1  her consent, his or her status as a Service Provider and career with the Service Recipient will  not be adversely affected; the only adverse consequence of refusing or withdrawing  Participant’s consent is that the Company would not be able to grant Participant Restricted  Stock Units or other equity awards or administer or maintain such awards.  Therefore,  Participant understands that refusing or withdrawing his or her consent may affect  Participant’s ability to participate in the Plan.  For more information on the consequences of  Participant’s refusal to consent or withdrawal of consent, Participant understands that he or  she may contact his or her local human resources representative.  15. Address for Notices.  Any notice to be given to the Company under the terms of  this Award Agreement will be addressed to the Company at fuboTV Inc., 1290 Avenue of the  Americas, 9th Floor, New York, NY 10104, or at such other address as the Company may hereafter  designate in writing.  16. Electronic Delivery and Acceptance.  The Company may, in its sole discretion,  decide to deliver any documents related to the Restricted Stock Units awarded under the Plan or  future Restricted Stock Units that may be awarded under the Plan by electronic means or request  Participant’s consent to participate in the Plan by electronic means.  Participant hereby consents  to receive such documents by electronic delivery and agrees to participate in the Plan through any  on-line or electronic system established and maintained by the Company or a third party designated  by the Company.  17. No Waiver.  Either party’s failure to enforce any provision or provisions of this  Award Agreement shall not in any way be construed as a waiver of any such provision or  provisions, nor prevent that party from thereafter enforcing each and every other provision of this  Award Agreement.  The rights granted both parties herein are cumulative and shall not constitute  a waiver of either party’s right to assert all other legal remedies available to it under the  circumstances.  18. Successors and Assigns.  The Company may assign any of its rights under this  Award Agreement to single or multiple assignees, and this Award Agreement shall inure to the  benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein  set forth, this Award Agreement shall be binding upon Participant and his or her heirs, executors,  administrators, successors and assigns.  The rights and obligations of Participant under this Award  Agreement may only be assigned with the prior written consent of the Company.  19. Additional Conditions to Issuance of Stock.  If at any time the Company will  determine, in its discretion, that the listing, registration, qualification or rule compliance of the  Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code and  related regulations or under the rulings or regulations of the United States Securities and Exchange  Commission or any other governmental regulatory body or the clearance, consent or approval of  the United States Securities and Exchange Commission or any other governmental regulatory  authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or  her estate) hereunder, such issuance will not occur unless and until such listing, registration,  qualification, rule compliance, clearance, consent or approval will have been completed, effected  





 






  A-9     US-DOCS\132891581.1  or obtained free of any conditions not acceptable to the Company.  Subject to the terms of the  Award Agreement and the Plan, the Company shall not be required to issue any certificate or  certificates for Shares hereunder prior to the lapse of such reasonable period of time following the  date of vesting of the Restricted Stock Units as the Administrator may establish from time to time  for reasons of administrative convenience.  20. Language.  If Participant has received this Award Agreement or any other  document related to the Plan translated into a language other than English and if the meaning of  the translated version is different than the English version, the English version will control.  21. Interpretation.  The Administrator will have the power to interpret the Plan and this  Award Agreement and to adopt such rules for the administration, interpretation and application of  the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not  limited to, the determination of whether or not any Restricted Stock Units have vested).  All actions  taken and all interpretations and determinations made by the Administrator in good faith will be  final and binding upon Participant, the Company and all other interested persons.  Neither the  Administrator nor any person acting on behalf of the Administrator will be personally liable for  any action, determination or interpretation made in good faith with respect to the Plan or this  Award Agreement.  22. Captions.  Captions provided herein are for convenience only and are not to serve  as a basis for interpretation or construction of this Award Agreement.  23. Amendment, Suspension or Termination of the Plan.  By accepting this Award,  Participant expressly warrants that he or she has received an Award of Restricted Stock Units  under the Plan, and has received, read and understood a description of the Plan.  Participant  understands that the Plan is discretionary in nature and may be amended, suspended or terminated  by the Company at any time.  24. Modifications to the Award Agreement.  This Award Agreement constitutes the  entire understanding of the parties on the subjects covered.  Participant expressly warrants that he  or she is not accepting this Award Agreement in reliance on any promises, representations, or  inducements other than those contained herein.  Modifications to this Award Agreement or the  Plan can be made only in an express written contract executed by a duly authorized officer of the  Company.  Notwithstanding anything to the contrary in the Plan or this Award Agreement, the  Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in  its sole discretion and without the consent of Participant, to comply with Section 409A or to  otherwise avoid imposition of any additional tax or income recognition under Section 409A in  connection to this Award of Restricted Stock Units.  25. Governing Law; Venue; Severability.  This Award Agreement and the Restricted  Stock Units are governed by the internal substantive laws, but not the choice of law rules, of New  York.  For purposes of litigating any dispute that arises under these Restricted Stock Units or this  Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New  York, and agree that such litigation will be conducted in the courts of New York, or the federal  





 






  A-10     US-DOCS\132891581.1  courts for the United States for the Southern District of New York, and no other courts, where this  Award Agreement is made and/or to be performed.  In the event that any provision hereof becomes  or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Award  Agreement shall continue in full force and effect.   26. Entire Agreement.  The Plan is incorporated herein by reference.  The Plan and this  Award Agreement (including the appendices and exhibits referenced herein) constitute the entire  agreement of the parties with respect to the subject matter hereof and supersede in their entirety  all prior undertakings and agreements of the Company and Participant with respect to the subject  matter hereof, and may not be modified adversely to the Participant’s interest except by means of  a writing signed by the Company and Participant.  27. Country Addendum.  Notwithstanding any provisions in this Award Agreement,  the Restricted Stock Unit grant shall be subject to any special terms and conditions set forth in the  appendix (if any) to this Award Agreement for Participant’s country.  Moreover, if Participant  relocates to one of the countries included in the Country Addendum (if any), the special terms and  conditions for such country will apply to Participant, to the extent the Company determines that  the application of such terms and conditions is necessary or advisable for legal or administrative  reasons.  The Country Addendum constitutes part of this Award Agreement.  [Remainder of page intentionally left blank]  





 






  Addendum - 1    US-DOCS\132891581.1  ADDENDUM TO  TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT  SPECIAL COUNTRY PROVISIONS FOR RSUS FOR PARTICIPANTS  This Addendum includes special terms and conditions applicable to Participants in the  countries below.  These terms and conditions are in addition to those set forth in the Terms and  Conditions of Restricted Stock Unit Grant (the “Award Agreement”) and the Plan, and to the extent  there are any inconsistencies between these terms and conditions and those set forth in the Award  Agreement, these terms and conditions shall prevail.  Any capitalized term used in this Addendum  without definition shall have the meaning ascribed to such term in the Plan or the Award  Agreement, as applicable.   GENERAL PROVISIONS  1. Data Privacy.  Participant acknowledges and agrees to the data privacy  provisions set forth in Section 14 of the Award Agreement.  2. Notifications. This Addendum also includes information relating to exchange  control and other issues of which Participant should be aware with respect to his or her  participation in the Plan.  The information is based on the exchange control, securities and other  laws in effect in the respective countries as of September 2021.  Such laws are often complex and  change frequently.  As a result, 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 the information may be out of date at the time the RSUs vest or Shares acquired  under the Plan are sold.  In addition, the information is general in nature and may not apply to the  particular situation of Participant, and the Company is not in a position to assure Participant of any  particular result.  Accordingly, Participant is advised to seek appropriate professional advice as to  how the relevant laws in his or her country may apply to his or her situation.  Finally, Participant  understands that if Participant is a citizen or resident of a country other than the one in which he  or she is currently residing or working, the information contained herein may not be applicable to  Participant.  3. English Language.  By participating in the Plan, Participant acknowledges that  Participant is proficient in the English language, or has consulted with an advisor who is  sufficiently proficient in English, so as to allow him or her to understand the terms and conditions  of the Plan and the Award Agreement applicable to Participant’s country of residence.  If  Participant has received the Award Agreement and the Plan applicably to his or her country of  residence or any other document related to the Plan translated into a language other than English  and if the meaning of the translated version is different than the English version, the English  version will control.  4. Currency.  Participant understands that, any amounts related to the RSUs will be  denominated in U.S. dollars and will be converted to any local currency using a prevailing  exchange rate in effect at the time such conversion is performed, as determined by the Company.   





 






  Addendum - 2     US-DOCS\132891581.1  Participant understands and agrees that neither the Company nor any affiliate shall be liable for  any foreign exchange rate fluctuation between Participant’s local currency and the U.S. dollar that  may affect the value of the RSUs, or of any amounts due to Participant or as a result of the  subsequent sale of any Shares acquired under the RSUs.  5. Foreign Asset/Account Reporting; Exchange Controls.  Participant’s country of  residence may have certain foreign asset and/or account reporting or exchange control  requirements which may affect his or her ability to acquire or hold Shares under the Award  Agreement or cash received (including proceeds arising from the sale of Shares) in a brokerage or  bank account outside Participant’s country.  Participant may be required to report such accounts,  assets or transactions to the tax or other authorities in his or her country.  Participant may also be  required to repatriate sale proceeds or other funds received as a result of his/her participation in  the Plan to his or her country through a designated broker or bank and/or within a certain time after  receipt.  Participant is responsible for ensuring compliance with such regulations and should  consult with his or her personal legal advisor for any details.  6. No Advice Regarding Grant.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding Participant’s  participation in the Plan or the Award Agreement or any receipt of the RSUs or sale of Shares  acquired upon settlement of the RSUs.  Participant should consult his or her own personal tax,  legal and financial advisors regarding his or her participation in the Plan and the Award Agreement  before taking any action related to the RSUs or the Shares.  7. Imposition of Other Requirements.  The Company reserves the right to impose  other requirements on Participant, on the RSUs and/or any Shares issuable upon settlement of the  RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative  reasons, and to require Participant to sign any additional agreements or undertakings that may be  necessary to accomplish the foregoing.  8. No Representations With Respect to Tax Qualification.  Although the Company  may endeavor to (a) qualify the RSUs for favorable tax treatment under the laws of the United  States or jurisdictions outside of the United States or (b) avoid adverse tax treatment (e.g., under  Section 409A of the Code), the Company makes no representation to that effect and expressly  disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the  contrary in this Plan. The Company shall be unconstrained in its corporate activities without regard  to the potential negative tax impact on Participants under the Plan.   9. Securities Law Notice. Unless otherwise noted, neither the Company nor the Shares  are registered with any local stock exchange or under the control of any local securities regulator  outside the United States.  The Award Agreement (of which this Addendum is a part), the Plan,  and any other communications or materials that Participant may receive regarding participation in  the Plan do not constitute advertising or an offering of securities outside the United States, and the  issuance of securities described in any Plan-related documents is not intended for public offering  or circulation in Participant’s jurisdiction.  





 






  Addendum - 3     US-DOCS\132891581.1  10. No EU Prospectus.  This document does not constitute a prospectus within the  meaning of Regulation (EU) 2017/1129 (“European Prospectus Regulation”). In participating in  the Plan, Participant acknowledges that no prospectus will be published for the purpose of the  offering, issuance and sale of the underlying Shares and any offering of the Shares is conducted  by the Company in reliance on an exemption from the obligation to publish a prospectus set forth  in Article 1 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of  14 June 2017 on the prospectus to be published when securities are offered to the public or  admitted to trading on a regulated market, and repealing Directive 2003/71/EC.    INDIA  1. Tax Withholding.    (a) Participant agrees that under the provisions of the (Indian) Income Tax Act,  1961, the Employer and/or the Company would be required to withhold Tax Obligations on the  value of the benefit earned by Participant as a result of Participant’s participation in the Plan. Such  benefit shall be computed according to the provisions of the (Indian) Income Tax Act, 1961, read  with the (Indian) Income Tax Rules, 1962.  (b) Participant agrees that the Company and/or the Service Recipient may  calculate the Tax Obligations to be withheld and accounted for by reference to the maximum  applicable rates, without prejudice to any right that Participant may have to recover any  overpayment from the relevant tax authorities.  Participant agrees that the Company and/or the  Service Recipient may withhold the Tax Obligations from Participant’s wages or other cash  compensation paid to Participant by the Company and/or the Service Recipient. Participant agrees  to pay to the Company or the Service Recipient the Tax Obligations that the Company or the  Service Recipient may be required to withhold or account, if such Tax Obligations cannot be  satisfied by the means previously described.  (c) Participant acknowledges that, regardless of any action taken by the  Company or the Service Recipient, the ultimate liability for all Tax Obligations is and remains the  responsibility of Participant and may exceed the amount actually withheld by the Company or the  Service Recipient.  2. Exchange Control Information.  Participant understands and agrees that Participant  must repatriate any proceeds from the sale of Shares acquired under the Plan to India and convert  the proceeds into local currency within 90 days of receipt. Participant will receive a foreign inward  remittance certificate (“FIRC”) from the bank where Participant deposits the foreign currency.   Participant should maintain the FIRC as evidence of the repatriation of funds in the event the  Reserve Bank of India or his or her employer requests proof of repatriation.  3. Foreign Asset/Account Reporting Information.  Participant acknowledges that  Indian residents are required to declare the following items in their annual tax return: (a) any  foreign assets held by them (including Shares acquired under the Plan), and (b) any foreign bank  





 






  Addendum - 4     US-DOCS\132891581.1  accounts for which they have signing authority.  It is Participant’s responsibility to comply with  applicable foreign asset tax laws in India.  Participant is advised to consult with his or her personal  tax advisor to ensure that Participant is properly reporting his or her foreign assets and bank  accounts. Participant’s local employer will issue a Form 16 to Participant and report perquisites in  Form 12BA after the end of Financial Year.