of Treasury guidance. In
that light, the
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Grantor makes no representation or covenant to ensure that the payments under
this Agreement are exempt from or compliant with Code Section 409A and shall
have no liability to Participant or any other party if a payment under this
Agreement that is intended to be exempt from, or compliant with, Code
Section 409A of the Code is not so exempt or compliant or for any action taken
by the Grantor with respect thereto.
Consistent with Section 4.6 of the Plan, if any Restricted Units constitute an
item of deferred compensation under Code Section 409A and the Restricted Period
with respect to such Restricted Units lapses in connection with Section 10.1 of
the Plan, the Restricted Units shall be settled (i) within 60 days following the
date of a Change of Control that constitutes a "change in control event" (within
the meaning of Code Section 409A), or (ii) if earlier, the date(s) set forth in
Section 1(b) above.
5. DATA PRIVACY.
PARTICIPANT HEREBY EXPLICITLY AND UNAMBIGUOUSLY CONSENTS TO THE COLLECTION, USE
AND TRANSFER, IN ELECTRONIC OR OTHER FORM, OF HIS OR HER PERSONAL DATA AS
DESCRIBED IN THIS AGREEMENT AND ANY OTHER AWARD MATERIALS BY AND AMONG, AS
APPLICABLE, THE EMPLOYER, THE GRANTOR AND ITS SUBSIDIARIES FOR THE EXCLUSIVE
PURPOSE OF IMPLEMENTING, ADMINISTERING AND MANAGING HIS OR HER PARTICIPATION IN
THE PLAN.
PARTICIPANT UNDERSTANDS THAT THE GRANTOR AND THE EMPLOYER HOLD CERTAIN PERSONAL
INFORMATION ABOUT HIM OR HER, INCLUDING, BUT NOT LIMITED TO, HIS OR HER NAME,
HOME ADDRESS AND TELEPHONE NUMBER, WORK LOCATION AND PHONE NUMBER, DATE OF
BIRTH, SOCIAL INSURANCE OR OTHER IDENTIFICATION NUMBER, SALARY, HIRE DATE, JOB
TITLE, HOME COUNTRY, ANY SHARES OF STOCK HELD IN THE GRANTOR, DETAILS OF ALL
RESTRICTED UNITS OR ANY OTHER ENTITLEMENT TO SHARES OF STOCK AWARDED, CANCELLED,
EXERCISED, VESTED, UNVESTED OR OUTSTANDING IN PARTICIPANT'S FAVOR, FOR THE
PURPOSE OF IMPLEMENTING, ADMINISTERING AND MANAGING THE PLAN ("PERSONAL DATA").
PARTICIPANT UNDERSTANDS THAT PERSONAL DATA MAY BE TRANSFERRED TO ANY THIRD
PARTIES ASSISTING IN THE IMPLEMENTATION, ADMINISTRATION AND MANAGEMENT OF THE
PLAN, THAT THESE RECIPIENTS MAY BE LOCATED IN PARTICIPANT'S COUNTRY OR
ELSEWHERE, AND THAT THE RECIPIENT'S COUNTRY (E.G., THE UNITED STATES) MAY HAVE
DIFFERENT DATA PRIVACY LAWS AND PROTECTIONS THAN PARTICIPANT'S COUNTRY.
PARTICIPANT UNDERSTANDS THAT HE OR SHE MAY REQUEST A LIST WITH THE NAMES AND
ADDRESSES OF ANY POTENTIAL RECIPIENTS OF PERSONAL DATA BY CONTACTING HIS OR HER
LOCAL HUMAN RESOURCES REPRESENTATIVE. PARTICIPANT AUTHORIZES THE GRANTOR AND ANY
OTHER RECIPIENTS WHICH MAY ASSIST THE GRANTOR (PRESENTLY OR IN THE FUTURE) WITH
IMPLEMENTING,
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ADMINISTERING AND MANAGING THE PLAN TO RECEIVE, POSSESS, USE, RETAIN AND
TRANSFER PERSONAL DATA, IN ELECTRONIC OR OTHER FORM, FOR THE SOLE PURPOSE OF
IMPLEMENTING, ADMINISTERING AND MANAGING HIS OR HER PARTICIPATION IN THE PLAN,
INCLUDING ANY REQUISITE TRANSFER OF SUCH PERSONAL DATA AS MAY BE REQUIRED TO A
BROKER OR OTHER THIRD PARTY WITH WHOM PARTICIPANT MAY ELECT TO DEPOSIT ANY
SHARES OF COMMON STOCK ACQUIRED UPON VESTING OF