Common use of Cashless Exercise Restriction Clause in Contracts

Cashless Exercise Restriction. Notwithstanding anything to the contrary in the Option Agreement, due to legal restrictions in China, Participant may be required to pay the Exercise Price by a cashless exercise through E*Trade Financial Services or such other designated broker as may be selected by the Company, such that all Shares subject to the exercised Option will be sold immediately upon exercise (i.e. a “same day sale”) and the proceeds of sale, less the Exercise Price, any Tax Obligations and broker’s fees or commissions, will be remitted to Participant in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Country Addendum for China below under “Exchange Control Restrictions.” The Company reserves the right to provide Participant with additional methods of exercise depending on the development of local law. Exchange Control Restrictions. By accepting the Option, Participant understands and agrees that that Participant will be required to immediately repatriate all proceeds due to Participant under the Plan, including any Share sale proceeds from the cashless exercise of Participant’s Option. Participant understands that such repatriation will need to be effected through a special exchange control account established by the Company or a Parent or Subsidiary in the PRC, and Participant hereby consents and agrees that the proceeds may be transferred to such special account prior to being delivered to Participant. The proceeds may be paid to Participant in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, Participant understands that he or she will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, Participant acknowledges that neither the Company nor any Parent or Subsidiary is under an obligation to secure any particular currency conversion rate and that the Company (or a Parent or Subsidiary) may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the proceeds are converted into local currency and distributed to Participant. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.

Cashless Exercise Restriction. Notwithstanding anything any provision of the Notice of Grant, the Agreement or the Plan to the contrary in the Option Agreementcontrary, due to legal restrictions in Chinathe PRC, Participant may the Optionee will be required to pay the Exercise Price exercise price by a cashless exercise through E*Trade Financial Services E*TRADE or such other designated broker as may be selected by the Company, such that all Shares subject to the exercised Option will be sold immediately upon exercise (i.e. a “same day sale”) and the proceeds of sale, less the Exercise Priceexercise price, any Tax Obligations Tax-Related Items and broker’s fees or commissions, will be remitted to Participant the Optionee in accordance with applicable exchange control laws and regulations including, but not limited to, the restrictions set forth in this Country Addendum for China below under “Exchange Control Restrictions.” set forth below. The Company reserves the right to provide Participant the Optionee with additional methods of exercise depending on the development of local law. Exchange Control Restrictions. By accepting the Option, Participant the Optionee understands and agrees that that Participant he or she will be required to immediately repatriate all proceeds due to Participant the Optionee under the Plan, including any Share sale proceeds from the cashless exercise of Participant’s the Option. Participant The Optionee understands that such repatriation will need to be effected through a special exchange control account established by the Company or a Parent or Subsidiary in the PRC, and Participant the Optionee hereby consents and agrees that the proceeds may be transferred to such special account prior to being delivered to Participantthe Optionee. The proceeds may be paid to Participant the Optionee in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, Participant the Optionee understands that he or she will be required to set up a U.S. dollar bank account in the PRC so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, Participant the Optionee acknowledges that neither the Company nor any Parent or Subsidiary is under an obligation to secure any particular currency conversion rate and that the Company (or a Parent or Subsidiary) Subsidiary may face delays in converting the proceeds to local currency due to exchange control requirements in the PRC. Participant The Optionee agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the proceeds are converted into local currency and distributed to Participantthe Optionee. Participant The Optionee further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC exchange control requirements.

Cashless Exercise Restriction. Notwithstanding anything to the contrary in the Option this Agreement, due to legal restrictions in China, Participant may will be required to pay the Exercise Price by a cashless exercise through E*Trade Financial Services or such other designated a licensed securities broker as may be selected by acceptable to the Company, such that all Shares subject to the exercised this Option will be sold immediately upon exercise (i.e. i.e., a “same day sale”) and the proceeds of sale, less the Exercise Price, any Tax Obligations Tax-Related Items and broker’s fees or commissions, will be remitted to Participant in accordance with any applicable exchange control laws and regulations including, including but not limited to, to the restrictions set forth in this Country Addendum Appendix for China below under “Exchange Control RestrictionsRequirements.” The Company reserves the right to provide Participant with additional methods of exercise depending on the development of local law. Exchange Control RestrictionsRequirements. By accepting the this Option, Participant understands and agrees that that that, pursuant to local exchange control requirements, Participant will be required to immediately repatriate all proceeds due to Participant under the Plan, including any Share sale cash proceeds from the cashless immediate sale of the Shares issued upon the exercise of Participant’s Optionthis Option to China. Participant further understands that that, under local law, such repatriation will of cash proceeds may need to be effected effectuated through a special exchange control account established by the Company or and/or a Parent or Subsidiary in the PRCSubsidiary, and Participant hereby consents and agrees that any proceeds from the proceeds sale of any Shares Participant acquires may be transferred to such special account prior to being delivered to Participant. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. The proceeds may be paid to Participant in U.S. dollars or in local currency, at the Company’s discretion. If the proceeds are paid in U.S. dollars, Participant understands and agrees that he or she will be required to set up a U.S. dollar bank account in the PRC China (if Participant does not already have one) so that the proceeds may be deposited into this account. If the proceeds are paid in local currency, Participant acknowledges further understands and agrees that neither the Company nor or any Parent or Subsidiary is under an no obligation to secure any particular currency exchange conversion rate and that the Company (or a Parent or Subsidiary) there may face be delays in converting the cash proceeds to local currency due to exchange control requirements in the PRCrestrictions. Participant agrees to bear any currency fluctuation risk between the time the Shares cash proceeds are sold received and the time the cash proceeds are converted into local currency and distributed to ParticipantParticipant through the special account described above. Participant further agrees to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with PRC China exchange control requirements.