Common use of Chief Executive Officer and Director Notification Requirement Clause in Contracts

Chief Executive Officer and Director Notification Requirement. If the Participant is the Chief Executive Officer (the “CEO”), or a director, associate director, or shadow director if a Singapore Subsidiary of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Participant is resident or employed in Singapore. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives an interest (e.g., RSUs, Shares, etc.) in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells the Shares of the Company or any related company (including when the Participant sells the Shares acquired under the Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the RSUs or when Shares acquired under the Plan are subsequently sold), or (iii) becoming the CEO / or a director. The following provision supplements Section 17 of the Agreement: In accepting the grant of the RSUs, the Participant acknowledges that the Participant consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, as a condition of the grant of the RSUs, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs will be cancelled without entitlement to any Shares if the Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be null and void. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the RSUs. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the RSUs have not, nor will they be, registered with the Comisión Nacional del Xxxxxxx de Valores, and none of those documents constitutes a public offering prospectus.

Chief Executive Officer and Director Notification Requirement. If the Participant is the The Chief Executive Officer (the “CEO”), or a director) and the directors, associate director, or directors and shadow director if directors of a Singapore Subsidiary or Parent of the Company, the Participant is Company are subject to certain notification requirements under the Singapore Companies Act. The CEO, regardless of whether the Participant is resident or employed in Singapore. Among these requirements is an obligation to directors, associate directors and shadow directors must notify the Singapore Subsidiary or Parent of the Company in writing when the Participant receives of an interest (e.g., RSUsOption, Shares, etc.) in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells the Shares of the Company or any related company (including when the Participant sells the Shares acquired under the Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-previously disclosed interest (e.g., upon vesting of when the RSUs or when Shares acquired under the Plan are subsequently sold), or (iii) becoming the CEO / or a director, associate director or shadow director. The following provision SPAIN Terms and Conditions Labor Law Acknowledgment. This section supplements Section 17 9 of the AgreementOption Terms: In accepting the grant of the RSUsthis Option, the Participant acknowledges that the Participant he or she consents to participation in the Plan and has received a copy of the Plan. The Participant understands that the CompanyCompany has unilaterally, in its sole discretiongratuitously, has unilaterally and gratuitously discretionally decided to grant RSUs Options under the Plan to individuals who may be employees of the Company or its Subsidiaries Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any RSUs grant will not economically or otherwise bind the Company or any Parent or Subsidiary of its Subsidiaries the Company on an ongoing basis. Consequently, the Participant understands that the RSUs are this Option is granted on the assumption and condition that such RSUs and any this Option or the Shares acquired upon vesting of the RSUs exercise shall not become a part of any employment or service contract (either with the Company or any Parent or Subsidiary of its Subsidiariesthe Company) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) ), or any other right whatsoever. FurtherIn addition, as a condition of the grant of the RSUs, unless otherwise expressly provided for by the Company or set forth in the Agreement, the RSUs will be cancelled without entitlement to any Shares if the Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the this grant of the RSUs would not be granted made to Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs this Option shall be null and void. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the RSUs. The PlanFurther, the Agreement vesting of this Option is expressly conditioned on Participant’s continued and active rendering of service, such that if Participant’s status as a Service Provider terminates for any reason whatsoever, this Option ceases vesting immediately effective on the date of Participant’s termination of status as a Service Provider. This will be the case, for example, even if (including this Addendum1) and Participant is considered to be unfairly dismissed without good cause; (2) Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) Participant terminates service due to a change of work location, duties or any other documents evidencing employment or contractual condition; (4) Participant terminates service due to a unilateral breach of contract by the grant Company or any Parent or Subsidiary of the RSUs have not, nor will they be, registered with the Comisión Nacional del Xxxxxxx de Valores, and none of those documents constitutes Company; or (5) Participant’s status as a public offering prospectus.Service Provider terminates for any other reason whatsoever. Notifications

Chief Executive Officer and Director Notification Requirement. If the Participant is the The Chief Executive Officer (the “CEO”), or a directordirectors, associate director, directors or shadow director if directors of a Singapore Subsidiary of the Company, the Participant is Affiliate are subject to certain notification requirements under the Singapore Companies Act. Specifically, regardless of whether the Participant is resident or employed in Singapore. Among these requirements is an obligation to such directors must notify the Singapore Subsidiary Affiliate in writing when the Participant receives of an interest (e.g., RSUsRestricted Stock Units, Sharesshares of Stock, etc.) in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells the Shares of the Company or any related company (including when the Participant sells the Shares acquired under the Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon vesting of the RSUs Restricted Stock Units or when Shares shares of Stock acquired under the Plan are subsequently sold), or (iii) becoming the CEO / or a directordirector Acknowledgment of Nature of Grant. The following provision supplements Section 17 the Nature of Grant section of the Agreement: In accepting the grant of the RSUsRestricted Stock Units, the Participant acknowledges that the Participant consents you consent to participation participate in the Plan and has acknowledge that you have received a copy of the Plan. The Participant understands , the Agreement and this Appendix A. You understand that the CompanyCompany has unilaterally, gratuitously and in its sole discretion, has unilaterally and gratuitously discretion decided to grant RSUs Restricted Stock Units under the Plan to individuals who may be employees Service Providers of the Company or its Subsidiaries any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any RSUs grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basisAffiliate. Consequently, the Participant understands you understand that the RSUs Restricted Stock Units are granted on the assumption and condition that such RSUs the Restricted Stock Units and any Shares acquired shares of Stock issued upon vesting of the RSUs shall Restricted Stock Units are not become a part of any employment contract (either with the Company or any of its SubsidiariesAffiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand that the Restricted Stock Units would not be granted to you but for the assumptions and conditions referred to herein; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Restricted Stock Units and any right to the Restricted Stock Units shall be null and void. You understand and agree that, as a condition of the grant of the RSUsRestricted Stock Units, unless otherwise expressly provided the termination of your status as a Service Provider for by any reason (including the reasons below) will automatically result in the loss of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of the date you are no longer actively providing Service to the Company or set forth in the AgreementEmployer. In particular, you understand and agree that any unvested Restricted Stock Units as of the RSUs date you are no longer actively providing Service will be cancelled forfeited without entitlement to the underlying shares of Stock or to any Shares if amount of indemnification in the Participant terminates employment event of a termination of your status as a Service Provider by reason of, including, but not limited to: , resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine You acknowledge that you have read and specifically accept the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, in the Participant acknowledges and freely accepts that should any or all following provisions of the assumptions be mistaken or should any Agreement: Vesting, Share Delivery; Vested Restricted Stock Units, Tax-Related Items and Nature of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be null and void. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the RSUs. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the RSUs have not, nor will they be, registered with the Comisión Nacional del Xxxxxxx de Valores, and none of those documents constitutes a public offering prospectusGrant.

Chief Executive Officer and Director Notification Requirement. If the Participant is the The Chief Executive Officer (the “CEO”), or a director) and the directors, associate director, or directors and shadow director if directors of a Singapore Subsidiary of the Company, the Participant is Affiliate are subject to certain notification requirements under the Singapore Companies Act. The CEO, regardless of whether the Participant is resident or employed in Singapore. Among these requirements is an obligation to directors, associate directors and shadow directors must notify the Singapore Subsidiary Affiliate in writing when the Participant receives of an interest (e.g., RSUsPerformance Units, Shares, etc.) in the Company or any related company. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells the Shares of the Company or any related company (including when the Participant sells the Shares acquired under the Plan). These notifications must be made within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously-previously disclosed interest (e.g., upon vesting of when the RSUs or when Shares acquired under the Plan are subsequently sold), or (iii) becoming the CEO / or a director, associate director or shadow director. SLOVAK REPUBLIC There are no country-specific provisions. SLOVENIA There are no country-specific provisions. SPAIN TERMS AND CONDITIONS Labor Law Acknowledgement. The following provision supplements Section 17 IX of the Agreement: In By accepting the grant of the RSUsAward granted hereunder, the Participant acknowledges that the Participant consents you consent to participation in the Plan and has the Program and acknowledge that you have received a copy of the PlanPlan and the Program. The Participant understands You understand that the CompanyCompany has unilaterally, gratuitously and in its sole discretion, has unilaterally and gratuitously discretion decided to grant RSUs the Award under the Plan and the Program to individuals who may be employees members of the Board or Employees of the Company or its Subsidiaries Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any RSUs the Awards granted will not economically or otherwise bind the Company or any of its Subsidiaries Affiliates on an ongoing basis, other than as expressly set forth in the applicable Agreement, including this Appendix. Consequently, the Participant understands you understand that the RSUs are Award granted hereunder is given on the assumption and condition that such RSUs and any Shares acquired upon vesting of the RSUs it shall not become a part of any employment contract (either with the Company or any of its SubsidiariesAffiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, as a condition of the you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of the RSUs, unless otherwise expressly provided for by Award since the Company or set forth in future value of the Agreement, the RSUs will be cancelled without entitlement to Award and any Shares if the Participant terminates employment by reason ofthat may be issued in respect of such Award is unknown and unpredictable. In addition, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands you understand that the grant of the RSUs Award granted hereunder would not be granted made but for the assumptions and conditions referred to above; thus, the Participant acknowledges you understand, acknowledge and freely accepts that accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any the grant of, of the Award or right to, to the RSUs Award shall be null and void. Further, the vesting of the Performance Units is expressly conditioned your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the Performance Units may cease vesting immediately, in whole or in part, effective on the date of your termination of employment (unless otherwise specifically provided in Section I of the Agreement). This will be the case, for example, even if (1) you are considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (2) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) you APPENDIX A-16 terminate service due to a change of work location, duties or any other employment or contractual condition; (4) you terminate service due to a unilateral breach of contract by the Company or an Affiliate; or (5) your employment terminates for any other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to Performance Units that were not vested on the date of your termination of employment, as described in the Plan and the Agreement. You acknowledge that you have read and specifically accept the conditions referred to in Section I of the Agreement. NOTIFICATIONS Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the RSUsterritory. The Plan, the Agreement (including this AddendumAppendix) and any other documents evidencing the grant of the RSUs have not, has not been nor will they be, it be registered with the Comisión Nacional del Xxxxxxx de Valores, and none of those documents constitutes does not constitute a public offering prospectus. Exchange Control Information. If you acquire Shares under the Plan, you must declare the acquisition to the Direccion General de Comercio e Inversiones (“DGCI”). If you acquire the Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for you; otherwise, you will be required to make the declaration by filing a D-6 form. You must declare ownership of any Shares with the DGCI each January while the Shares are owned and must also report, in January, any sale of Shares that occurred in the previous year for which the report is being made, unless the sale proceeds exceed the applicable threshold, in which case the report is due within one (1) month of the sale. Foreign Asset/Account Reporting Information. You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000. To the extent that you hold Shares and/or have bank accounts outside of Spain with a value in excess of €50,000 (for each type of asset) as of December 31 each year, you will be required to report information on such assets in your tax return (tax form 720) for such year. After such Shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported Shares or accounts increases by more than €20,000 or if you sell or otherwise dispose of previously-reported Shares or accounts. If the value of such Shares and/or accounts as of December 31 does not exceed €50,000, a summarized form of declaration may be presented. SWEDEN There are no country-specific provisions. SWITZERLAND NOTIFICATIONS Securities Law Information. The Awards are not intended to be publicly offered in or from Switzerland. Because this is a private offering in Switzerland, the Performance Units are not subject to registration in Switzerland. Neither this document nor any other materials relating to the Performance Units (i) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (ii) may be publicly distributed nor otherwise made publicly available in Switzerland or (iii) have been or will be filed with, approved or supervised by any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (“FINMA”). TAIWAN NOTIFICATIONS Exchange Control Information. You may acquire and remit foreign currency (including proceeds from the sale of Shares or the receipt of Dividends or Dividend Equivalents) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, you must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, you must also provide supporting documentation to the satisfaction of the remitting bank. APPENDIX X-00 XXXXXXXX NOTIFICATIONS Exchange Control Information. If proceeds from the sale of Shares or the receipt of any Dividends or Dividend Equivalents exceed US$50,000, you must (i) immediately repatriate such funds to Thailand and (ii) report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form. In addition, within three hundred and sixty (360) days of repatriation, you must either convert any funds repatriated to Thailand to Thai Baht or deposit the funds in a foreign exchange account with a Thai bank. TUNISIA NOTIFICATIONS Exchange Control Information. You may be required to obtain prior authorization from the Central Bank of Tunisia (“CBT”) for the acquisition of Shares under the Plan and the Program. Because you do not pay anything for the Performance Units or the underlying Shares, the application of this requirement to the Performance Units is unclear. For this reason, you should consult your personal legal advisor prior to vesting and settlement or, at the latest, prior to repatriation of any proceeds back to Tunisia at which time you may also be able to apply for any necessary authorization from the CBT. If you hold assets (including Shares acquired under the Plan and the Program) outside of Tunisia and the value of such assets exceeds a certain threshold (currently TDN 500), you must declare the assets to the CBT within six (6) months of their acquisition. In addition, if you sell the Shares acquired under the Plan and the Program or receive cash Dividends or Dividend Equivalents paid in cash, you are required to repatriate the proceeds to Tunisia. You are solely responsible for complying with all exchange control laws in Tunisia and should consult with your personal legal advisor in this regard. TURKEY NOTIFICATIONS Securities Law Information. The Performance Units are made available only to employees of the Company and its Affiliates, and the offer of participation in the Plan is a private offering. The grant of the Award and the issuance of Shares at vesting takes place outside of Turkey. Exchange Control Information. Any activity related to investments in foreign securities (e.g., the sale of Shares under the Plan, the receipt of cash Dividends or Dividend Equivalents paid in cash) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board by the bank or intermediary assisting with the transaction. You should contact a personal legal advisor for further information regarding these requirements. UNITED ARAB EMIRATES NOTIFICATIONS Securities Law Information. Performance Units under the Plan are available only to Participants under the Program and are for the purpose of providing equity incentives. The Plan, the Program and the Agreement are intended for distribution only to such Participants and must not be delivered to, or relied on by, any other person. You should conduct your own due diligence on the Performance Units offered pursuant to this Agreement. If you do not understand the contents of the Plan and/or the Agreement, you should consult an authorized financial adviser. The Emirates Securities and Commodities Authority and the Dubai Financial Services Authority have no responsibility for reviewing or verifying any documents in connection with the Plan. Further, the Ministry of the Economy and the Dubai Department of Economic Development have not approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents. APPENDIX X-00 XXXXXX XXXXXXX TERMS AND CONDITIONS Tax Withholding. This provision supplements Section V of the Agreement: You agree that if you do not pay or your Employer or the Company does not withhold from you the full amount of income tax that you owe due at issuance of Shares in respect of the Performance Units, or the release or assignment of the Performance Units for consideration, or the receipt of any other benefit in connection with the Performance Units (the “Taxable Event”) within ninety (90) days after the end of the tax year in which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount that should have been withheld and/or paid shall constitute a loan owed by you to your Employer, effective on the Due Date. You agree that the loan will bear interest at the official rate of HM Revenue and Customs (“HMRC”) and will be immediately due and repayable by you, and the Company and/or your Employer may recover it at any time thereafter (subject to Section V of the Agreement) by any of the means described in Section V of the Agreement. You also authorize the Company to delay the issuance of any Shares to you unless and until the loan is repaid in full. Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act, as amended), from time to time, the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) may be payable. You acknowledge that you are responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing your Employer for the value of any NICs due on this additional benefit, which the Company or the Employer may recover from you by any of the means set forth in Section V of the Agreement. If the maximum applicable withholding rate is used, any over-withheld amount may be credited to you by the Company or your Employer (with no entitlement to the Common Stock equivalent) or if not so credited, you may seek a refund from the local tax authorities.