Common use of Additional Conditions to Issuance of Stock Clause in Contracts

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms a part of this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Performance Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Performance Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Performance Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Performance Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Performance Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Deferred Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Deferred Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Deferred Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Deferred Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Deferred Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant Grantee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Performance-Based Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on ParticipantGrantee’s participation in the Plan, on the Performance-Based Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant Grantee understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Performance-Based Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant Grantee to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Performance-Based Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determinedetermines, in its discretion, that the listing, registration registration, qualification or qualification rule compliance of any the Shares issuable hereunder upon any securities exchange or under any state state, federal or federal 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)estate or beneficiaries) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where If any such listing, registration, qualification, rule compliance, clearance, consent or approval has not been completed by the applicable deadline to remain exempt from Section 409A under the “short-term deferral” exemption with respect to a Restricted Stock Unit in a manner that would allow it to be settled by such deadline, such Restricted Stock Unit will be forfeited as of immediately following such deadline for no consideration and at no cost to the Company. Subject to the prior sentence, where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or securities exchange and to obtain any such consent or approval of any such governmental authorityauthority or securities exchange. The Subject to the terms of this Award Agreement and the Plan, the Company shall not be obligated required to issue any certificate or certificates for Shares pursuant hereunder prior to the lapse of such reasonable period of time following the date of vesting of a Restricted Stock Units at Unit as the Administrator may establish from time to time for reasons of administrative convenience and any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that such certificate may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement)book entry form.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration registration, qualification or qualification rule compliance of any the Shares issuable hereunder upon any securities exchange or under any state U.S. federal, state, local or federal foreign law, the tax code and related regulations or under the rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”), any other governmental regulatory body, or under any Applicable Laws, or the clearance, consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the purchase by or issuance of Shares to Participant (or his or her estate), such purchase or issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or any other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer will cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange Applicable Laws and to obtain any such consent or approval of any such governmental authority. The Assuming such compliance, for U.S. income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. In addition, subject to the terms of the Award Agreement and the Plan, the Company shall will not be obligated required to issue any certificate or certificates for Shares pursuant hereunder prior to the Restricted Stock Units at any lapse of such reasonable period of time if following the issuance date of Shares violates or is not in compliance with any laws, rules or regulations exercise of this Option as the United States or any state or country. Furthermore, the Company reserves the right Administrator may establish from time to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration time for reasons of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement)administrative convenience.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration registration, qualification or qualification rule compliance of any the Shares issuable hereunder upon any securities exchange or under any state state, federal or federal non-U.S. law, the tax code and related regulations or under the rulings or regulations of the SEC or any other governmental regulatory body or the clearance, consent or approval of the SEC or any other governmental regulatory authority (together, the “Issuance Requirements”) is necessary or desirable as a condition to the purchase by, or issuance of Shares to to, Participant (or his or her Participant’s estate)) hereunder, such purchase or issuance will not occur unless and until such listing, registration, qualification, consent or approval Issuance Requirements will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where Shares will not be issued pursuant to the exercise of the Option unless the exercise of the Option and the issuance and delivery of such Shares will comply with Applicable Laws and, to the extent the Company determines that to be appropriate, will be further subject to the delivery approval of counsel for the Company with respect to such compliance. Subject to the terms of the payment of any Shares will violate federal securities laws or other applicable lawsAgreement, the Company will defer delivery until shall not be required to issue any certificate or certificates for Shares hereunder prior to the earliest lapse of such reasonable period of time following the date at which of exercise of the Company reasonably anticipates that Option as the delivery Administrator may establish from time to time for reasons of Shares will no longer cause such violationadministrative convenience. The Company will make all reasonable efforts to meet the requirements Issuance Requirements. Assuming such satisfaction of the Issuance Requirements, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. The inability of the Company to meet the Issuance Requirements deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any such state or federal law or securities exchange and to obtain any such consent or approval Shares hereunder, will relieve the Company of any such governmental authority. The Company shall not be obligated liability in respect of the failure to issue any or sell such Shares pursuant as to which such Issuance Requirements will not have been met. As a condition to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations exercise of the United States or any state or country. FurthermoreOption, the Company reserves may require the right person exercising the Option to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units represent and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident warrant at the time of grant any such exercise that the Shares are being purchased only for investment and without any present intention to sell or vesting distribute such Shares if, in the opinion of counsel for the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securitiesCompany, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she such a representation is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement)required.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of any Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant grant, vesting or vesting settlement of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole and absolute discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any national securities exchange exchange, national market system or automated quotation system or under any state state, federal or federal foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his Participant’s estate or her estateBeneficiary), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or national securities exchange exchange, national market system or automated quotation system and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units Option at any time if the issuance of Shares Shares, or the exercise of an Option by Participant, violates or is not in compliance with any laws, rules or regulations of the United States or States, any state or of any other country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she Participant is resident at the time of grant or vesting of the Restricted Stock Units Option or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she that Participant is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units Option or the Shares. Notwithstanding any provision herein, the Restricted Stock Units Option and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms a part of this Award Agreement). Notwithstanding any other provision of the Plan or of this Award Agreement, for periods during which the Shares are not traded or listed on a national securities exchange: (i) the Committee may condition Participant’s receipt of Shares on Participant’s execution of any other stockholders’ or similar agreement imposing terms generally applicable to other similarly-situated employee-stockholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the ninth (9th) month following the termination of Participant’s Continuous Service.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole and absolute discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any national securities exchange exchange, national market system or automated quotation system or under any state state, federal or federal foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his Participant’s estate or her estateBeneficiary), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or national securities exchange exchange, national market system or automated quotation system and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or States, any state or of any other country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units Shares and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she Participant is resident at the time of grant or vesting of the Restricted Stock Units Shares or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she that Participant is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units Shares or the Sharesany unrestricted Shares acquired pursuant hereto. Notwithstanding any provision herein, the Restricted Stock Units Shares and any unrestricted Shares and/or cash acquired pursuant hereto shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms a part of this Award Agreement). Notwithstanding any other provision of the Plan or of this Award Agreement, for periods during which the Shares are not traded or listed on a national securities exchange: (i) the Committee may condition Participant’s receipt of Shares on Participant’s execution of any other stockholders’ or similar agreement imposing terms generally applicable to other similarly-situated employee-stockholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the ninth (9th) month following the termination of Participant’s Continuous Service.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole and absolute discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any national securities exchange exchange, national market system or automated quotation system or under any state state, federal or federal foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his Participant’s estate or her estateBeneficiary), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or national securities exchange exchange, national market system or automated quotation system and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units RSUs at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or States, any state or of any other country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she Participant is resident at the time of grant or vesting of the Restricted Stock Units RSUs or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she that Participant is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units RSUs or the Shares. Notwithstanding any provision herein, the Restricted Stock Units RSUs and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms a part of this Award Agreement). Notwithstanding any other provision of the Plan or of this Award Agreement, for periods during which the Shares are not traded or listed on a national securities exchange: (i) the Committee may condition Participant’s receipt of Shares on Participant’s execution of any other stockholders’ or similar agreement imposing terms generally applicable to other similarly-situated employee-stockholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the ninth (9th) month following the termination of Participant’s Continuous Service.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration registration, qualification or qualification rule compliance of any the Shares issuable hereunder upon any securities exchange or under any state or federal lawApplicable Laws, the tax code and related regulations or the consent or approval of any 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, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate any state, federal or foreign securities or exchange laws or other applicable lawsApplicable Laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law Applicable Laws or securities exchange and to obtain any such consent or approval of any such governmental authorityauthority or securities exchange. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any lawsApplicable Laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law any Applicable Laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws Applicable Laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement). Participant also understands and agrees that if he or she works, resides, moves to, or otherwise is or becomes subject to Applicable Laws or Company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him or her as from the date of grant, unless otherwise determined by the Company in its sole discretion.

Additional Conditions to Issuance of Stock. You understand and acknowledge that, under existing law, unless at the time of the vesting of these Restricted Stock Units a registration statement under the Securities Act is in effect as to the Stock (i) any Stock issued upon vesting of these Restricted Stock Units may be required to be held indefinitely unless the Stock is subsequently registered under the Securities Act or an exemption from such registration is available; (ii) any sales of the Stock made in reliance upon Rule 144 promulgated under the Securities Act may be made only in accordance with the terms and conditions of that rule (which, under certain circumstances, restricts the number of shares which may be sold and the manner in which shares may be sold); (iii) in the case of securities to which Rule 144 is not applicable, some other exemption will be required; (iv) certificates for Stock to be issued to you hereunder shall bear a legend to the effect that the Stock has not been registered under the Securities Act and that the Stock may not be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under the Securities Act relating thereto or an opinion of counsel satisfactory to the Company that such registration is not required; (v) the Company may place an appropriate “stop transfer” order with its transfer agent with respect to the Stock; and (vi) the Company has undertaken no obligation to register the Stock or to include the Stock in any registration statement which may be filed by it subsequent to the issuance of the Stock to you. In addition, you understand and acknowledge that the Company has no obligation to you to furnish information necessary to enable you to make sales under Rule 144. If at any time the Company will determine, in its discretion, that the listing, registration listing or qualification of any Shares issuable hereunder the Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares shares of Stock to Participant (or his or her estate)Grantee, such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment any shares of any Shares Stock will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares shares of Stock will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement).

Additional Conditions to Issuance of Stock. As a condition to the issuance of Shares pursuant to this Award Agreement, the Company may require the Participant to represent and warrant at the time of any such issuance that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. If at any time the Company will determine, in its discretion, that the listing, registration registration, qualification or qualification rule compliance of any the Shares issuable hereunder upon any securities exchange or under any state state, federal or federal foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his or her estate)) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable lawsApplicable Laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or securities exchange and to obtain any such consent or approval of any such governmental authorityauthority or securities exchange. The inability of the Company shall not be obligated to issue obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares pursuant to under any state, federal or foreign law or under the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or and regulations of the United States Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any state other governmental or country. Furthermoreregulatory body, which authority, registration, qualification or rule compliance is deemed by the Company reserves the right Company’s counsel to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in order to comply with local law or facilitate the administration respect of the Planfailure to issue or sell such Shares as to which such requisite authority, and to require Participant to sign any additional agreements registration, qualification or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and rule compliance will not have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement)been obtained.

Additional Conditions to Issuance of Stock. The Company shall not be required to issue any certificate or certificates for Shares (in book entry form or otherwise) hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any Applicable Law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any governmental agency, which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting or exercise of the Options as the Administrator may establish from time to time for reasons of administrative convenience. If at any time the Company will shall determine, in its discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will shall not occur unless and until such listing, registration, qualification, consent or approval will shall have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will shall make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance Participant’s exercise of Options and/or sale of Shares violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares and/or cash shall be subject to any special terms market blackout period that may be imposed by the Company and conditions or disclosures as set forth in must comply with the Company’s xxxxxxx xxxxxxx policies and any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement)other applicable securities laws.

Additional Conditions to Issuance of Stock. If at any time the Company will determinedetermines, in its discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant you (or his or her your estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of Resale Restrictions You agree not to sell any RSU Shares will violate federal securities laws or other at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will defer delivery until apply as long as your Service continues and for such period of time after the earliest date at which termination of your Service as the Company reasonably anticipates that may specify. Adjustments In the delivery event of Shares a stock split, a stock dividend or a similar change in Company stock, the number of unvested RSUs awarded to you under this Agreement will no longer cause such violationbe adjusted in accordance with the Plan. Governing Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, without regard to its choice-of-law provisions. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange Plan and to obtain any such consent or approval of any such governmental authority. Other Agreements The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any laws, rules or regulations text of the United States or any state or countryPlan is incorporated in this Agreement by reference. Furthermore, This Agreement and the Company reserves the right Notice of Grant are subject to impose other requirements on Participant’s participation in all terms and provisions of the Plan, on . In the Restricted Stock Units event of a conflict between one or more provisions of this Agreement or the Notice of Grant and on any Shares acquired under the Plan, to the extent the Company determines it is necessary one or advisable in order to comply with local law or facilitate the administration more provisions of the Plan, the provisions of the Plan will govern. This Agreement, the Notice of Grant and the Plan constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties. Committee’s Authority The Committee will have the power to interpret the Plan, the Notice of Grant and this Agreement and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish adopt such rules for the foregoing. Furthermoreadministration, Participant understands that the laws interpretation and application of the country 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 RSUs have vested). All actions taken and all interpretations and determinations made by the Committee in which he or she is resident at good faith will be final and binding upon you, the time of grant or vesting Company and all other interested persons. No member of the Restricted Stock Units Committee will be personally liable for any action, determination or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill interpretation made in relation good faith with respect to the Restricted Stock Units Plan, the Notice of Grant or this Agreement. Agreement Severable In the Shares. Notwithstanding event that any provision hereinin this Agreement is held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on the Restricted remaining provisions of this Agreement. BY SIGNING THE NOTICE OF XXXXX, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. RIVERBED TECHNOLOGY, INC. 2009 INDUCEMENT EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase shares of the Common Stock Units and any of Riverbed Technology, Inc. (the “Company”): Name of Optionee: <<Name>> Total Number of Shares: <<TotalShares>> Type of Option: <<NSO>> Nonstatutory Stock Option Exercise Price Per Share: $<<PricePerShare>> Date of Grant: <<DateGrant>> Vesting Commencement Date: <<VestDay>> Vesting Schedule: This option becomes exercisable with respect to the first 25% of the Shares and/or cash shall be subject to any special this option when you complete 12 months of continuous Service from the Vesting Commencement Date. Thereafter, this option becomes exercisable with respect to an additional 1/48th of the Shares subject to this option when you complete each month of Service. Expiration Date: <<ExpDate>>. This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement. You and the Company agree that this option is granted under and governed by the terms and conditions or disclosures as set forth in any addendum for Participant’s country of the 2009 Inducement Equity Incentive Plan (the “Country-Specific Addendum,” Plan”) and of the Stock Option Agreement, which forms is attached to and made a part of this Award Agreementdocument. You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. OPTIONEE: RIVERBED TECHNOLOGY, INC. By: Title: RIVERBED TECHNOLOGY, INC. 2009 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Tax Treatment This option is a nonstatutory stock option. Vesting This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This option will become exercisable in full if not assumed or a new option substituted, as provided in Section 10.1 of the Plan, or if Section 11.3(d) of the Plan applies. In addition, this option will become exercisable in full if the Company is subject to a Change in Control before your Service terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control. This option will in no event become exercisable for additional shares after your Service has terminated for any reason.

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole and absolute discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any national securities exchange exchange, national market system or automated quotation system or under any state state, federal or federal foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his Participant’s estate or her estateBeneficiary), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or national securities exchange exchange, national market system or automated quotation system and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the SARs are exercised with respect to such Exercised Shares. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units SARs at any time if the issuance of Shares Shares, or the exercise of a SAR by Participant, violates or is not in compliance with any laws, rules or regulations of the United States or States, any state or of any other country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units SARs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she Participant is resident at the time of grant or vesting of the Restricted Stock Units SARs or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she that Participant is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units SARs or the Shares. Notwithstanding any provision herein, the Restricted Stock Units SARs and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms a part of this Award Agreement).. Notwithstanding any other provision of the Plan or of this Award Agreement, for periods during which the Shares are not traded or listed on a national securities exchange: (i) the Committee may condition Participant’s receipt of Shares on Participant’s execution of any other stockholders’ or similar agreement imposing terms generally applicable to other similarly-situated employee-stockholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the ninth (9th) month following the termination of Participant’s Continuous Service.]35

Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its sole and absolute discretion, that the listing, registration or qualification of any the Shares issuable hereunder upon any national securities exchange exchange, national market system or automated quotation system or under any state state, federal or federal foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his Participant’s estate or her estateBeneficiary), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state state, federal or federal foreign law or national securities exchange exchange, national market system or automated quotation system and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the SARs are exercised with respect to such Exercised Shares. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units SARs at any time if the issuance of Shares Shares, or the exercise of a SAR by Participant, violates or is not in compliance with any laws, rules or regulations of the United States or States, any state or of any other country. Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units SARs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she Participant is resident at the time of grant or vesting of the Restricted Stock Units SARs or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she that Participant is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units SARs or the Shares. Notwithstanding any provision herein, the Restricted Stock Units SARs and any Shares and/or cash shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms a part of this Award Agreement).. 34 Include if SARs may be settled in Shares. Notwithstanding any other provision of the Plan or of this Award Agreement, for periods during which the Shares are not traded or listed on a national securities exchange: (i) the Committee may condition Participant’s receipt of Shares on Participant’s execution of any other stockholders’ or similar agreement imposing terms generally applicable to other similarly-situated employee-stockholders; and (ii) any Shares issued pursuant to this Award Agreement shall be non-transferable until the first day of the ninth (9th) month following the termination of Participant’s Continuous Service.]35