Common use of Foreign Asset/Account Reporting Requirements Clause in Contracts

Foreign Asset/Account Reporting Requirements. You acknowledge and agree that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge and agree that it is your responsibility to be compliant with such regulations. Adjustments In the event of a stock split, a stock dividend or a similar change in Shares, the number of Stock Units underlying this Award shall be adjusted pursuant to the Plan. Nature of Grant In accepting this Award, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Units, or benefits in lieu of Stock Units, even if Stock Units have been granted in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, and shall not interfere with the ability of the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) this Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Stock Units, you agree not to institute any claim against the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate; (k) unless otherwise provided in Section 17(b) of the Plan or by the Company in its discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have the Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (l) unless otherwise agreed with the Company, this Award and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any services you may provide as a director of any Parent, Subsidiary or Affiliate; and (m) if you are providing services outside the United States: (1) this Award and the Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; (2) neither the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the vesting of the Stock Units or the subsequent sale of any Shares acquired upon settlement. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. No Advice Regarding Grant The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You acknowledge that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. Compliance with Law Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting of the Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten days’ advance written notice to the other party hereto.

Foreign Asset/Account Reporting Requirements. You acknowledge and agree The Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect your his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your the Participant’s country. You The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in your his or her country. You The Participant also may be required to repatriate sale proceeds or other funds received as a result of participating the Participant’s participation in the Plan to your his or her country through a designated bank or broker within a certain time after receipt. You acknowledge and agree The Participant acknowledges that it is your his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details. Adjustments In This Appendix B includes additional terms and conditions that govern RSUs for Participants residing and/or working in the event countries below. Capitalized terms not explicitly defined in this Appendix B but defined in the Agreement shall have the same definitions as in the Agreement. This Appendix B also includes information regarding certain issues of a stock split, a stock dividend or a similar change which the Participant should be aware with respect to participation in Shares, the number of Stock Units underlying this Award shall be adjusted pursuant to the Plan. Nature The information is based on the securities, exchange control and other laws in effect in the respective countries as of Grant February 2018. Such laws are often complex and change frequently. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. By accepting the RSUs, the Participant agrees to comply with applicable laws associated with participation in the Plan. The Participant further acknowledges that if he or she has any questions regarding his or her responsibilities in this Awardregard, you acknowledgethe Participant will seek advice from his or her personal legal advisor, understand at his or her own cost, and agree that: (a) the Plan is established voluntarily by further agrees that neither the Company, it is discretionary in nature, and may be amended, suspended nor any parent or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Units, or benefits in lieu of Stock Units, even if Stock Units have been granted in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, and shall not interfere with the ability subsidiary corporation of the Company, including the ParentEmployer, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) this Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Stock Units, you agree not to institute any claim against the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate; (k) unless otherwise provided in Section 17(b) of the Plan or by the Company in its discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have the Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (l) unless otherwise agreed with the Company, this Award and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any services you may provide as a director of any Parent, Subsidiary or Affiliate; and (m) if you are providing services outside the United States: (1) this Award and the Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; (2) neither the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate shall will be liable for any foreign exchange rate fluctuation between your local currency and fines or penalties resulting from Participant’s failure to comply with applicable laws concerning the United States dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the vesting of the Stock Units or the subsequent sale of any Shares acquired upon settlement. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. No Advice Regarding Grant The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your Participant's participation in the Plan. If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency after the RSUs are granted or your acquisition or sale is considered resident of another country for local law purposes, the underlying Shares. You acknowledge that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. Compliance with Law Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement information contained herein may not be applicable to the SharesParticipant, the Company shall not be required to deliver any Shares issuable upon vesting of the Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that determine to what extent the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company terms and conditions contained herein shall have unilateral authority to amend the Plan and the Agreement without your consent apply to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten days’ advance written notice to the other party heretoParticipant.

Foreign Asset/Account Reporting Requirements. You acknowledge and agree that there may be certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold Shares shares of Common Stock acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares shares of Common Stock acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge and agree that it is your responsibility to be compliant with such regulations, and you are advised to consult your personal legal advisor for any details. Adjustments In the event of a stock split, a stock dividend Your signature below or a similar change in Shares, the number of Stock Units underlying online acceptance (where permitted) indicates that you have read this Award shall be adjusted pursuant to the Plan. Nature of Grant In accepting this Award, you acknowledge, understand Agreement (including any appendices hereto) and agree that: (a) the Plan is established voluntarily to be bound by the Company, it is discretionary in nature, terms and may be amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Units, or benefits in lieu of Stock Units, even if Stock Units have been granted in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, and shall not interfere with the ability of the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) this Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Stock Units, you agree not to institute any claim against the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate; (k) unless otherwise provided in Section 17(b) conditions of the Plan or by and this Agreement. By: Title: Date: %%OPTION_DATE%-% %%FIRST_NAME%-% %%LAST_NAME%-%Date: This Appendix, which is part of the Company in its discretionRestricted Stock Unit Grant Notice and Award Agreement, this Award contains the additional terms and conditions of the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor that will apply to be exchanged, cashed out or substituted for, Participants in connection with any corporate transaction affecting the Shares; (l) unless otherwise agreed with the Company, this Award and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any services you may provide as a director of any Parent, Subsidiary or Affiliate; and (m) if countries listed below. If you are providing services outside a citizen or resident of a country other than the United States: (1) this one in which you currently are residing and/or working, you transfer employment and/or residency to another country after the Award and the Shares acquired under the Planis granted or you are considered a resident of another country for local law purposes, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; (2) neither the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the vesting of the Stock Units or the subsequent sale of any Shares acquired upon settlement. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. No Advice Regarding Grant The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You acknowledge that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. Compliance with Law Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting of the Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute sole discretion, deem necessary or advisabledetermine to what extent the terms and conditions included herein will apply under these circumstances. You understand that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company Capitalized terms used but not defined herein shall have unilateral authority the same meanings assigned to amend them in the Plan and and/or the Agreement without your consent to the extent necessary to comply with securities Agreement. There are no country-specific terms or other laws applicable to issuance of Shares. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten days’ advance written notice to the other party heretoconditions.

Foreign Asset/Account Reporting Requirements. You acknowledge and agree The Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect your his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your the Participant’s country. You The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in your his or her country. You The Participant also may be required to repatriate sale proceeds or other funds received as a result of participating the Participant’s participation in the Plan to your his or her country through a designated bank or broker within a certain time after receipt. You acknowledge and agree The Participant acknowledges that it is your his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details. Adjustments In This Appendix B includes additional terms and conditions that govern Options for Participants residing and/or working outside of the event United States in the countries below. Capitalized terms not explicitly defined in this Appendix B but defined in the Agreement shall have the same definitions as in the Agreement. This Appendix B also includes information regarding certain issues of a stock split, a stock dividend or a similar change which the Participant should be aware with respect to participation in Shares, the number of Stock Units underlying this Award shall be adjusted pursuant to the Plan. Nature The information is based on the securities, exchange control and other laws in effect in the respective countries as of Grant In accepting this AwardFebruary 2018. Such laws are often complex and change frequently. As a result, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time, strongly recommends that the Participant not rely on the information in this Appendix B as the only source of information relating to the extent permitted by the Plan; (b) the grant consequences of the Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Units, or benefits in lieu of Stock Units, even if Stock Units have been granted in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) this Award and your participation in the Plan shall not create a right to employment because the information may be out of date at the time that the Participant exercises the Option or be interpreted as forming an employment or service contract with sells Shares acquired upon exercise of the CompanyOption. In addition, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, information contained herein is general in nature and shall may not interfere with apply to the ability of the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) this Award and any Shares acquired under the PlanParticipant’s particular situation, and the income and value Company is not in a position to assure the Participant of samea particular result. Accordingly, are the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to a particular situation. Further, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency after the Option is granted or is considered resident of another country for local law purposes, the information contained herein may not intended be applicable to replace any pension rights or compensation; (g) this Award and any Shares acquired under the PlanParticipant in the same manner, and the income Company shall determine, in its sole discretion, to what extent the additional terms and value conditions included herein shall apply to the Participant. Finally, the Company may, at any time and at its own discretion, restrict the available methods of same, are not part of normal exercising the Option/paying the exercise price or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) direct the future value repatriation of the Shares underlying the Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture proceeds of the Stock Units resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Stock Units, you agree not to institute any claim against the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate; (k) unless otherwise provided in Section 17(b) of the Plan or by the Company in its discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have the Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (l) unless otherwise agreed with the Company, this Award and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any services you may provide as a director of any Parent, Subsidiary or Affiliate; and (m) if you are providing services outside the United States: (1) this Award and the Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; (2) neither the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the vesting of the Stock Units or the subsequent sale of any Shares acquired upon settlement. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit exercise of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. No Advice Regarding Grant The Company is not providing any tax, Option if it deems it advisable for legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You acknowledge that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. Compliance with Law Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting of the Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten days’ advance written notice to the other party heretoadministrative reasons.

Foreign Asset/Account Reporting Requirements. You acknowledge and agree The Recipient acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect your his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your the Recipient’s country. You The Recipient may be required to report such accounts, assets or transactions to the tax or other authorities in your his or her country. You The Recipient also may be required to repatriate sale proceeds or other funds received as a result of participating the Recipient’s participation in the Plan to your his or her country through a designated bank or broker within a certain time after receipt. You acknowledge and agree The Recipient acknowledges that it is your his or her responsibility to be compliant with such regulations, and the Recipient is advised to consult his or her personal legal advisor for any details. Adjustments In This Appendix B includes additional terms and conditions that govern RSUs for Recipients residing and/or working in the event countries below. Capitalized terms not explicitly defined in this Appendix B but defined in the Agreement shall have the same definitions as in the Agreement. This Appendix B also includes information regarding certain issues of a stock split, a stock dividend or a similar change which the Recipient should be aware with respect to participation in Shares, the number of Stock Units underlying this Award shall be adjusted pursuant to the Plan. Nature The information is based on the securities, exchange control and other laws in effect in the respective countries as of Grant June 2015. Such laws are often complex and change frequently. In accepting this Awardaddition, you acknowledge, understand the information contained herein is general in nature and agree that: (a) may not apply to the Plan is established voluntarily by the Company, it is discretionary in natureRecipient’s particular situation, and may be amended, suspended or terminated by the Company at any timeis not in a position to assure the Recipient of a particular result. By accepting the RSUs, the Recipient agrees to the extent permitted by the Plan; (b) the grant of the Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Units, or benefits in lieu of Stock Units, even if Stock Units have been granted in the past; (c) all decisions comply with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) this Award and your applicable laws associated with participation in the Plan shall not create a right to employment Plan. The Recipient further acknowledges that if he or be interpreted as forming an employment she has any questions regarding his or service contract with the Companyher responsibilities in this regard, the ParentRecipient will seek advice from his or her personal legal advisor, Subsidiary at his or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliateher own cost, and shall not interfere with the ability of the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) this Award and any Shares acquired under the Plan, and the income and value of same, are not intended to replace any pension rights or compensation; (g) this Award and any Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the future value of the Shares underlying the Stock Units is unknown, indeterminable, and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and in consideration of the grant of the Stock Units, you agree not to institute any claim against the Company, the Parent, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate; (k) unless otherwise provided in Section 17(b) of the Plan or by the Company in its discretion, this Award and the benefits evidenced by this Agreement do not create any entitlement to have the Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; (l) unless otherwise agreed with the Company, this Award and any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any services you may provide as a director of any Parent, Subsidiary or Affiliate; and (m) if you are providing services outside the United States: (1) this Award and the Shares acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; (2) further agrees that neither the Company, nor any parent or subsidiary corporation, including the ParentEmployer, Subsidiary or Affiliate retaining your Service or any other Parent, Subsidiary or Affiliate shall will be liable for any foreign exchange rate fluctuation between your local currency fines or penalties resulting from Recipient’s failure to comply with applicable laws concerning the acquisition and the United States dollar that may affect the value disposition of the Stock Units or of any amounts due to you pursuant to the vesting of the Stock Units or the subsequent sale of any Shares acquired upon settlement. Successors and Assigns Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. No Advice Regarding Grant The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You acknowledge that you should consult with your own personal taxIf the Recipient is a citizen or resident of a country other than the one in which the Recipient is currently working and/or residing, legal and financial advisors regarding your participation in transfers employment after the Plan before taking any action related to RSUs are granted or is considered resident of another country for local law purposes, the Plan. Compliance with Law Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement information contained herein may not be applicable to the SharesRecipient, the Company shall not be required to deliver any Shares issuable upon vesting of the Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that determine to what extent the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company terms and conditions contained herein shall have unilateral authority to amend the Plan and the Agreement without your consent apply to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Notice Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten days’ advance written notice to the other party heretoRecipient.