may refuse to deliver the proceeds of the sale of
such Common Stock, if you fail to comply with your obligations in connection
with the Tax-Related Items as described in this Section.
You acknowledge and agree that the Company is making no representation or
warranty as to the tax consequences to you as a result of the receipt of the
Performance Awards, the lapse of any Forfeiture Restrictions, or the forfeiture
of any Performance Awards pursuant to the Forfeiture Restrictions.
10. Data Privacy Consent. YOU HEREBY EXPLICITLY AND UNAMBIGUOUSLY CONSENT TO THE
COLLECTION, USE AND TRANSFER, IN ELECTRONIC OR OTHER FORM, OF YOUR PERSONAL DATA
AS DESCRIBED IN THIS DOCUMENT AND ANY OTHER PERFORMANCE AWARD MATERIALS BY AND
AMONG, AS APPLICABLE, THE EMPLOYER, AND THE COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES FOR THE EXCLUSIVE PURPOSE OF IMPLEMENTING, ADMINISTERING AND MANAGING
YOUR PARTICIPATION IN THE PLAN.
YOU UNDERSTAND THAT THE COMPANY AND THE EMPLOYER HOLD CERTAIN PERSONAL
INFORMATION ABOUT YOU, INCLUDING, BUT NOT LIMITED TO, YOUR NAME, HOME ADDRESS
AND TELEPHONE NUMBER, DATE OF BIRTH, SOCIAL INSURANCE NUMBER OR OTHER
IDENTIFICATION NUMBER, SALARY, NATIONALITY, JOB TITLE, ANY SHARES OF STOCK OR
DIRECTORSHIPS HELD IN THE COMPANY, DETAILS OF ALL PERFORMANCE AWARDS OR ANY
OTHER ENTITLEMENT TO SHARES OF STOCK AWARDED, CANCELED, SETTLED, EXERCISED,
VESTED, UNVESTED OR OUTSTANDING IN YOUR FAVOR, FOR THE PURPOSE OF IMPLEMENTING,
ADMINISTERING AND MANAGING THE PLAN ("DATA"). YOU UNDERSTAND THAT 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 YOUR
COUNTRY, OR ELSEWHERE, AND THAT THE RECIPIENT'S COUNTRY MAY HAVE DIFFERENT DATA
PRIVACY LAWS AND PROTECTIONS THAN YOUR COUNTRY. YOU AUTHORIZE THE RECIPIENTS TO
RECEIVE, POSSESS, USE, RETAIN AND TRANSFER THE DATA, IN ELECTRONIC OR OTHER
FORM, FOR THE PURPOSES OF IMPLEMENTING, ADMINISTERING AND MANAGING YOUR
PARTICIPATION IN THE PLAN, INCLUDING ANY REQUISITE TRANSFER OF SUCH DATA AS MAY
BE REQUIRED TO A BROKER OR OTHER THIRD PARTY. YOU UNDERSTAND THAT THE DATA MAY
BE TRANSFERRED TO A BONA FIDE PROSPECTIVE BUYER OF THE COMPANY OR ANY AFFILIATE,
PROVIDED THAT THE PROSPECTIVE BUYER AND ITS ADVISORS IRREVOCABLY AGREE TO USE
THE DATA ONLY IN CONNECTION WITH THE PROPOSED TRANSACTION AND IN ACCORDANCE WITH
THE DATA PROTECTION PRINCIPLES SET OUT IN THE UNITED KINGDOM DATA PROTECTION ACT
OF 1998. YOU UNDERSTAND THAT THE DATA MAY BE TRANSFERRED TO A PERSON WHO IS A
RESIDENT OF A COUNTRY OR TERRITORY OUTSIDE OF THE EUROPEAN ECONOMIC AREA THAT
MAY NOT PROVIDE THE SAME STATUTORY PROTECTION FOR THE DATA AS COUNTRIES WITHIN
THE EUROPEAN ECONOMIC AREA. YOU UNDERSTAND THE DATA WILL BE HELD ONLY AS LONG AS
IS NECESSARY TO IMPLEMENT, ADMINISTER AND MANAGE YOUR PARTICIPATION IN THE PLAN.
YOU UNDERSTAND THAT YOU MAY, AT ANY TIME, VIEW DATA, REQUEST ADDITIONAL
INFORMATION ABOUT THE STORAGE AND PROCESSING OF DATA, REQUIRE ANY NECESSARY
AMENDMENTS TO DATA OR WITHDRAW THE CONSENTS HEREIN BY CONTACTING IN WRITING YOUR
EMPLOYER'S LOCAL HUMAN RESOURCES REPRESENTATIVE. YOU UNDERSTAND, HOWEVER, THAT