Common use of Acknowledgment and Waiver Clause in Contracts

Acknowledgment and Waiver. By participating in the Plan, and accepting the grant of the Option, the Optionee agrees and acknowledges that: (i) the Plan is discretionary in nature and all determinations with respect to any future grants, including but not limited to, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel, or terminate the Plan at any time; (ii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options, or benefits in lieu of the Options even if options have been granted repeatedly in the past; (iii) the Optionee’s participation in the Plan is voluntary; (iv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Optionee’s employment agreement, if any; (v) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any social benefits, severance, end of service payments, bonuses, long-service awards, pension or similar payments; (vi) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (vii) in the event that Optionee is not a service provider of the Company, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises from the expiration of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s engagement with the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company 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 accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (ix) unless there is a written engagement agreement for a specified term in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by the Company and neither the Plan nor this Option shall obligate the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service provider.

Acknowledgment and Waiver. By participating The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and accepting condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the Optionassumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Optionee agrees and acknowledges that: Employee's termination of service or employment. This will be the case, for example, even if (i1) the Plan Employee is discretionary in nature and all determinations with respect considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any future grants, including but not limited to, other employment or contractual condition; (4) the times when options shall be granted, the number Employee terminates employment or service due to unilateral breach of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion contract of the Company, and the Company can amend, cancelEmployer, or terminate the Plan at any timeother Subsidiary or Affiliate; or (ii5) the grant Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Option under the Plan is voluntary and occasional, and does not create Employee's employment or service for any contractual or other right to receive future grants of any options, or benefits in lieu of the Options even if options have been reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted repeatedly in to him or her as of the past; (iii) date of the Optionee’s participation Employee's termination of employment, as described in the Plan is voluntary; (iv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Optionee’s employment agreement, if any; (v) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any social benefits, severance, end of service payments, bonuses, long-service awards, pension or similar payments; (vi) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (vii) in the event that Optionee is not a service provider of the Company, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises from the expiration of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s engagement with the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company 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 accepting the terms of this Option Grant Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (ix) unless there is a written engagement agreement for a specified term in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by the Company and neither the Plan nor this Option shall obligate the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service provider.. Notifications

Acknowledgment and Waiver. By participating The following provisions supplement Section 15 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and accepting condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the Optionassumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Optionee agrees and acknowledges that: Employee's termination of service or employment. This will be the case, for example, even if (i1) the Plan Employee is discretionary in nature and all determinations with respect considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any future grants, including but not limited to, other employment or contractual condition; (4) the times when options shall be granted, the number Employee terminates employment or service due to unilateral breach of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion contract of the Company, and the Company can amend, cancelEmployer, or terminate the Plan at any timeother Subsidiary or Affiliate; or (ii5) the grant Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Option under the Plan is voluntary and occasional, and does not create Employee's employment or service for any contractual or other right to receive future grants of any options, or benefits in lieu of the Options even if options have been reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted repeatedly in to him or her as of the past; (iii) date of the Optionee’s participation Employee's termination of employment, as described in the Plan is voluntary; (iv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Optionee’s employment agreement, if any; (v) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any social benefits, severance, end of service payments, bonuses, long-service awards, pension or similar payments; (vi) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (vii) in the event that Optionee is not a service provider of the Company, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises from the expiration of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s engagement with the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company 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 accepting the terms of this Option Grant Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (ix) unless there is a written engagement agreement for a specified term in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by the Company and neither the Plan nor this Option shall obligate the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service provider.. Notifications

Acknowledgment and Waiver. By participating in the Plan, and accepting the this grant of the OptionXXXx, the Optionee Recipient acknowledges and agrees and acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and all determinations with respect to any future grantsmay be modified, including but not limited toamended, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time suspended or times when each right shall be exercisable will be at the sole discretion of the Company, and terminated by the Company can amend, cancel, or terminate at any time unless otherwise provided in the Plan at any timeor this Agreement; (ii) the grant of the Option under the Plan XXXx is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any optionsShares or XXXx, or benefits in lieu of the Options Shares or XXXx, even if options Shares or XXXx have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the Optioneesole discretion of the Company; (iv) the Recipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is voluntaryexpressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (ivv) the value of Recipient is participating voluntarily in the Option is Plan; (vi) XXXx, PRU grants and resulting benefits are an extraordinary item of compensation, which that is outside the scope of the OptioneeRecipient’s employment agreementor service contract, if any; (vvii) the Option is XXXx, PRU grants and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any social benefitsseverance, severanceresignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments insofar as permitted by law; (viviii) this grant of XXXx will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (ix) the future value of the underlying Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (viix) in the event that Optionee is not a service provider consideration of the Companythis grant of XXXx, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises shall arise from the expiration termination of this Option grant of XXXx or diminution in value of this Option or Shares purchased through exercise grant of this Option XXXx resulting from termination of Optioneethe Recipient’s engagement with the Company Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee the Recipient irrevocably releases the Company and the Employer 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 accepting the terms of this Option Agreement, Optionee the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (ixxii) unless there the Committee shall have the exclusive discretion to determine when the Recipient is a written engagement agreement for a specified term no longer actively in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by Continuous Service of the Company and neither its Related Entities for purposes of this grant of XXXx; and (xiii) if the Plan nor Company’s performance is below minimum levels as set forth in this Option shall obligate Agreement or any annual supplement hereto, no XXXx will be awarded and no Shares will be issued to the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service providerRecipient.

Acknowledgment and Waiver. By participating in the Plan, and accepting the grant of the Option, the Optionee agrees and acknowledges that: (i) the Plan is discretionary in nature and all determinations with respect to any future grants, including but not limited to, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time or times when each right shall be exercisable will be at the sole discretion of the Company, and the Company can amend, cancel, or terminate the Plan at any time; (ii) the grant of the Option under the Plan is voluntary and occasional, and does not create any contractual or other right to receive future grants of any options, or benefits in lieu of the Options even if options have been granted repeatedly in the past; (iii) the Optionee’s participation in the Plan is voluntary; (iv) the value of the Option is an extraordinary item of compensation, which is outside the scope of the Optionee’s employment engagement agreement, if any; (v) the Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any social benefits, severance, end of service payments, bonuses, long-service awards, pension or similar payments; (vi) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (vii) in the event that Optionee is not a service provider an employee of the Company, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises from the expiration of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from termination of Optionee’s engagement with the Company (for any reason whatsoever and whether or not in breach of local labor lawswhatsoever) and Optionee irrevocably releases the Company 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 accepting the terms of this Option Agreement, Optionee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (ix) unless there is a written engagement agreement for a specified term in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by the Company and neither the Plan nor this Option shall obligate the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service provider.

Acknowledgment and Waiver. By participating in the Plan, and accepting the this grant of the OptionPRSUs, the Optionee Recipient acknowledges and agrees and acknowledges that: (ia) the Plan is established voluntarily by the Company, it is discretionary in nature and all determinations with respect to any future grantsmay be modified, including but not limited toamended, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time suspended or times when each right shall be exercisable will be at the sole discretion of the Company, and terminated by the Company can amend, cancel, or terminate at any time unless otherwise provided in the Plan at any timeor this Agreement; (iib) the grant of the Option under the Plan PRSUs is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any optionsshares of Common Stock or PRSUs, or benefits in lieu of the Options shares of Common Stock or PRSUs, even if options shares of Common Stock or PRSUs have been granted repeatedly in the past; (iiic) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the OptioneeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is voluntaryexpressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (ive) the value of Recipient is participating voluntarily in the Option is Plan; (f) PRSUs, PRSU grants and resulting benefits are an extraordinary item of compensation, which that is outside the scope of the OptioneeRecipient’s employment agreementor service contract, if any; (vg) the Option is PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any social benefitsseverance, severanceresignation, termination, redundancy, end of service payments, bonuses, long-long- service awards, pension or retirement benefits or similar paymentspayments insofar as permitted by law; (vih) this grant of PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (i) the future value of the Shares purchased under the Plan underlying shares of Common Stock is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (viij) in the event that Optionee is not a service provider consideration of the Companythis grant of PRSUs, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises shall arise from the expiration termination of this Option grant of PRSUs or diminution in value of this Option or Shares purchased through exercise grant of this Option PRSUs resulting from termination of Optioneethe Recipient’s engagement with the Company Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee the Recipient irrevocably releases the Company and the Employer 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 accepting the terms of this Option Agreement, Optionee the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (k) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (ixl) unless there the Committee shall have the exclusive discretion to determine when the Recipient is a written engagement agreement for a specified term no longer actively in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by Continuous Service of the Company and neither its Related Entities for purposes of this grant of PRSUs; and (m) if the Plan nor Company’s performance is below minimum levels as set forth in this Option shall obligate Agreement or any annual supplement hereto, no PRSUs will be awarded and no shares of Common Stock will be issued to the Company to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service providerRecipient. 15.

Acknowledgment and Waiver. By participating in the Plan, and accepting the this grant of the OptionPARSUs, the Optionee Employee acknowledges and agrees and acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and all determinations with respect to any future grantsand, including but not limited to, the times when options shall be granted, the number of Shares subject to each optionSection 19(d), the exercise price and the time may be modified, amended, suspended or times when each right shall be exercisable will be at the sole discretion of the Company, and terminated by the Company can amend, cancel, or terminate at any time unless otherwise provided in the Plan at any timeor this Grant Agreement; (ii) the grant of the Option under the Plan PARSUs and related benefits is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any optionsShares or PARSUs, or benefits in lieu of the Options Shares or PARSUs, even if options Shares or PARSUs have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the Optioneesole discretion of the Company and/or the Committee; (iv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time with or without cause, and it is voluntaryexpressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (ivv) the value of Employee is participating voluntarily in the Option is Plan; (vi) PARSUs and their resulting or related benefits are an extraordinary item of compensation, which that is outside the scope of the OptioneeEmployee’s employment agreementcontract, if any; (vvii) the Option is PARSUs and their resulting benefits are not intended to replace any pension rights or compensation; (viii) PARSUs and resulting or related benefits are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any social benefitsseverance, severanceresignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments insofar as permitted by law; (vi) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (viiix) in the event that Optionee the Employee is not a service provider an employee of the Company, this Option grant Grant Agreement will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant Grant Agreement will not be interpreted to mean that form an entity other than the entity that engages the Optionee has relationship employment contract with the OptioneeEmployer or any Subsidiary or Affiliate of the Company; (viiix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (xi) no claim or entitlement to compensation or damages arises shall arise from the expiration termination of this Option grant of PARSUs and related benefits or diminution in value of this Option grant of PARSUs or Shares purchased through exercise of this Option related benefits resulting from termination of Optioneethe Employee’s engagement with employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee the Employee irrevocably releases the Company and the Employer 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 accepting the terms of this Option Grant Agreement, Optionee the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; (xii) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of the Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); (xiii) the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this Grant Agreement; (xiv) if the Company’s performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee; and (ixxv) unless there is a written engagement agreement for a specified term in effect, Optionee’s engagement with if the Company may be terminated at determines that the Employee has engaged in misconduct prohibited by applicable law or any applicable policy of the Company, as in effect from time to time, with or without Cause, by the Company and neither is required to make recovery from the Plan nor this Option shall obligate Employee under applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to engage Optionee for the extent it determines appropriate and to the extent permitted under applicable law, (a) recover from the Employee the proceeds from PARSUs and dividend equivalents vested up to three years prior to the Employee’s termination of employment or any particular length of time nor confer thereafter, (b) cancel the Employee’s outstanding Grant Agreements, and (c) take any right with respect to continuing the Optionee’s status as a service providerother action required or permitted by applicable law.

Acknowledgment and Waiver. By participating in the Plan, and accepting the this grant of the OptionPRSUs, the Optionee Recipient acknowledges and agrees and acknowledges that: (ia) the Plan is established voluntarily by the Company, it is discretionary in nature and all determinations with respect to any future grantsmay be modified, including but not limited toamended, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time suspended or times when each right shall be exercisable will be at the sole discretion of the Company, and terminated by the Company can amend, cancel, or terminate at any time unless otherwise provided in the Plan at any timeor this Agreement; (iib) the grant of the Option under the Plan PRSUs is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any optionsshares of Common Stock or PRSUs, or benefits in lieu of the Options shares of Common Stock or PRSUs, even if options shares of Common Stock or PRSUs have been granted repeatedly in the past; (iiic) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the OptioneeRecipient’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is voluntaryexpressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (ive) the value of Recipient is participating voluntarily in the Option is Plan; (f) PRSUs, PRSU grants and resulting benefits are an extraordinary item of compensation, which that is outside the scope of the OptioneeRecipient’s employment agreementor service contract, if any; (vg) the Option is PRSUs, PRSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any social benefitsseverance, severanceresignation, termination, redundancy, end of service payments, bonuses, long-long- service awards, pension or retirement benefits or similar paymentspayments insofar as permitted by law; (vih) this grant of PRSUs will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (i) the future value of the Shares purchased under the Plan underlying shares of Common Stock is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (viij) in the event that Optionee is not a service provider consideration of the Companythis grant of PRSUs, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises shall arise from the expiration termination of this Option grant of PRSUs or diminution in value of this Option or Shares purchased through exercise grant of this Option PRSUs resulting from termination of Optioneethe Recipient’s engagement with the Company Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee the Recipient irrevocably releases the Company and the Employer 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 accepting the terms of this Option Agreement, Optionee the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (ixk) unless there is a written engagement agreement for a specified term notwithstanding any terms or conditions of the Plan to the contrary, in effectthe event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), Optioneethe Recipient’s engagement with the Company may right to receive benefits under this Agreement after termination of Continuous Service, if any, will be terminated at any time, with or without Cause, measured by the Company date of termination of the Recipient’s active Continuous Service and neither will not be extended by any notice period mandated under local law; (l) the Plan nor this Option Committee shall obligate have the Company exclusive discretion to engage Optionee for any particular length of time nor confer any right with respect to continuing determine when the Optionee’s status as a service provider.Recipient is no longer actively in the ACTIVE 43288354v1 5

Acknowledgment and Waiver. By participating in the Plan, and accepting the this grant of the OptionPSUs, the Optionee Recipient acknowledges and agrees and acknowledges that: (ia) the Plan is established voluntarily by the Company, it is discretionary in nature and all determinations with respect to any future grantsmay be modified, including but not limited toamended, the times when options shall be granted, the number of Shares subject to each option, the exercise price and the time suspended or times when each right shall be exercisable will be at the sole discretion of the Company, and terminated by the Company can amend, cancel, or terminate at any time unless otherwise provided in the Plan at any timeor this Agreement; (iib) the grant of the Option under the Plan PSUs is voluntary and occasional, occasional and does not create any contractual or other right to receive future grants of any optionsShares or PSUs, or benefits in lieu of the Options Shares or PSUs, even if options Shares or PSUs have been granted repeatedly in the past; (iiic) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (d) the OptioneeRecipient’s participation in the Plan shall not create a right to further employment with the Company or the Related Entity that employs the Recipient (the “Employer”) and shall not interfere with the ability of the Employer to terminate the Recipient’s employment relationship at any time with or without Cause, and it is voluntaryexpressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (ive) the value of Recipient is participating voluntarily in the Option is an extraordinary item of compensation, which is outside the scope of the Optionee’s employment agreement, if anyPlan; (vf) the Option is PSUs, PSU grants and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any social benefitsseverance, severanceresignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar paymentspayments insofar as permitted by law; (vig) this grant of PSUs will not be interpreted to form an employment contract with the Company, the Employer or any Related Entity; (h) the future value of the underlying Shares purchased under the Plan is unknown and cannot be predicted with certainty, and the Company makes no express or implied promise about the financial gain or loss to be achieved through participation in the Plan; (viii) in the event that Optionee is not a service provider consideration of the Companythis grant of PSUs, this Option grant will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Option grant will not be interpreted to mean that an entity other than the entity that engages the Optionee has relationship with the Optionee; (viii) no claim or entitlement to compensation or damages arises shall arise from the expiration termination of this Option grant of PSUs or diminution in value of this Option or Shares purchased through exercise grant of this Option PSUs resulting from termination of Optioneethe Recipient’s engagement with the Company Continuous Service (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee the Recipient irrevocably releases the Company and the Employer 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 accepting the terms of this Option Agreement, Optionee the Recipient shall be deemed irrevocably to have waived any entitlement to pursue such claim; (j) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Recipient’s employment (whether or not in breach of local labor laws), the Recipient’s right to receive benefits under this Agreement after termination of Continuous Service, if any, will be measured by the date of termination of the Recipient’s active Continuous Service and will not be extended by any notice period mandated under local law; (ixk) unless there the Committee shall have the exclusive discretion to determine when the Recipient is a written engagement agreement for a specified term no longer actively in effect, Optionee’s engagement with the Company may be terminated at any time, with or without Cause, by Continuous Service of the Company and neither its Related Entities for purposes of this grant of PSUs; and (l) if the Plan nor Company’s performance is Below Threshold as set forth in this Option shall obligate Agreement or any annual supplement hereto, no Shares subject to the Company PSUs will be issued to engage Optionee for any particular length of time nor confer any right with respect to continuing the Optionee’s status as a service providerRecipient.