Common use of Foreign Exchange Control Laws Clause in Contracts

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible (or such period as may be required by the State Administration of Foreign Exchange or the Company) of the termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiaries, and the Participant hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant’s behalf prior to being delivered to the Participant. Dividends and/or sales proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant in U.S. dollars, the Participant understands that the Participant will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employment. Neither the Company nor any of its subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 7 contracts

Samples: Restricted Stock Unit Agreement (Estee Lauder Companies Inc), Restricted Stock Unit Agreement (Estee Lauder Companies Inc), Restricted Stock Unit Agreement (Estee Lauder Companies Inc)

AutoNDA by SimpleDocs

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 90 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the CompanyExchange) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and Employee agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employmentbe subject to these restrictions even after Termination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 7 contracts

Samples: Performance Restricted Stock Unit Agreement (Abbott Laboratories), Performance Restricted Stock Unit Agreement (Abbott Laboratories), Restricted Stock Unit Agreement (Abbott Laboratories)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 90 days (or such shorter period as may be required by the State Administration of for Foreign Exchange or the CompanyExchange) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and Employee agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employmentbe subject to these restrictions even after Termination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 7 contracts

Samples: Performance Restricted Stock Unit Agreement (Abbott Laboratories), Restricted Stock Unit Agreement (Abbott Laboratories), Performance Restricted Stock Unit Agreement (Abbott Laboratories)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 7 contracts

Samples: Performance Share Award Agreement (AbbVie Inc.), Performance Share Award Agreement (AbbVie Inc.), Performance Vested Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges Employee agrees to be subject to these restrictions even after Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of an Employee’s Termination other than due to Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and agrees that otherwise permitted under the processes Agreement) and/or sell all Shares issued pursuant to the Program no later than 90 days after the date of Termination (or such other period as may be required by the State Administration of Foreign Exchange (“SAFE”)), and requirements set forth herein repatriate the sales proceeds to China in the manner designated by the Company. Notwithstanding the foregoing, in the event of an Employee’s Termination by reason of Retirement, the Employee shall continue be required to apply following exercise the Participant’s termination Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 180 days after the date of employmentsuch Retirement (or such other period as may be required by the SAFE), and repatriate the sales proceeds to China in the manner designated by the Company. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 4 contracts

Samples: Non Qualified Stock Option Agreement (Abbott Laboratories), Non Qualified Stock Option Agreement (Abbott Laboratories), Non Qualified Stock Option Agreement (Abbott Laboratories)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell sale instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 4 contracts

Samples: Performance Share Award Agreement (AbbVie Inc.), Performance Vested Restricted Stock Unit Agreement (AbbVie Inc.), Performance Vested Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 90 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the CompanyExchange) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and Employee agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employmentbe subject to these restrictions even after Termination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 2 contracts

Samples: Performance Restricted Stock Unit Agreement (Abbott Laboratories), Performance Restricted Stock Unit Agreement (Abbott Laboratories)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of employmentan Employee’s Termination other than due to Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 90 days after the date of Termination (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Notwithstanding the foregoing, in the event of an Employee’s Termination by reason of Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 180 days after the date of such Retirement (or such shorter period as may be required by the SAFE or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Any Options that remain unexercised after such date shall expire. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (AbbVie Inc.), Non Qualified Stock Option Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant understands and agrees that, due to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonexchange control laws in China, the Participant shall will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Stock Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiaries, and the Participant hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant’s behalf prior to being delivered to the Participant. Dividends and/or The sales proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant in U.S. dollars, the Participant understands that the Participant will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employment. Notwithstanding anything to the contrary in the Plan or the Agreement, in the event of the Participant’s termination of employment for any reason, the Participant shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Plan no later than ninety (90) days after the date of termination (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Neither the Company nor any of its subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 2 contracts

Samples: Stock Option Agreement (Estee Lauder Companies Inc), Stock Option Agreement (Estee Lauder Companies Inc)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units and any and all previously granted restricted stock units with the Company’s designated broker. If the Company changes its designated broker, the Employee acknowledges and agrees that the Company may transfer any Shares issued under the Program to the new designated broker if necessary for legal or administrative reasons. The Employee agrees to sign any documentation necessary to facilitate the transfer. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell sale instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.. Performance Share Award (2021)

Appears in 1 contract

Samples: Performance Share Award Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.. Performance-Vested Restricted Stock Unit Agreement (2018)

Appears in 1 contract

Samples: Performance Vested Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units and any and all previously granted restricted stock units with the Company’s designated broker. If the Company changes its designated broker, the Employee acknowledges and agrees that the Company may transfer any Shares issued under the Program to the new designated broker if necessary for legal or administrative reasons. The Employee agrees to sign any documentation necessary to facilitate the transfer. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell sale instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.. Retention RSU Agreement - Ratable Vesting (2021) 5

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of employmentan Employee’s Termination other than due to Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 90 days after the date of Termination (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Notwithstanding the foregoing, in the event of an Employee’s Termination by reason of Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 180 days after the date of such Retirement (or such shorter period as may be required by the SAFE or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Any Options that remain unexercised after such date shall expire. Non-Qualified Stock Option Agreement (2018) Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of employmentan Employee’s Termination other than due to Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 90 days after the date of Termination (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Notwithstanding the foregoing, in the event of an Employee’s Termination by reason of Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 180 days after the date of such Retirement (or such shorter period as may be required by the SAFE or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Any Options that remain unexercised after such date shall expire. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.. Non-Qualified Stock Option Agreement (2019)

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible (or such period as may be required by the State Administration of Foreign Exchange or the Company) of the termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiaries, and the Participant hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant’s behalf prior to being delivered to the Participant. Dividends and/or sales proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant in U.S. dollars, the Participant understands that the Participant will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employment. Neither the Company nor any of its subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements. Labor Law Acknowledgment. The Participant acknowledges that, pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of his or her “salary” for any legal purpose.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Estee Lauder Companies Inc)

AutoNDA by SimpleDocs

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of employmentan Employee’s Termination other than due to Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 90 days after the date of Termination (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Notwithstanding the foregoing, in the event of an Employee’s Termination by reason of Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 180 days after the date of such Retirement (or such shorter period as may be required by the SAFE or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Any Options that remain unexercised after such date shall expire. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.. Non-Qualified Stock Option Agreement (2017)

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units and any and all previously granted restricted stock units with the Company’s designated broker. If the Company changes its designated broker, the Employee acknowledges and agrees that the Company may transfer any Shares issued under the Program to the new designated broker if necessary for legal or administrative reasons. The Employee agrees to sign any documentation necessary to facilitate the transfer. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell sale instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Performance-Vested Restricted Stock Unit Agreement (2021) Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 1 contract

Samples: Performance Vested Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 90 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the CompanyExchange) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any ​ ​ particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and Employee agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employmentbe subject to these restrictions even after Termination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Abbott Laboratories)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible (or such period as may be required by the State Administration of Foreign Exchange or the Company) of the termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiaries, and the Participant hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant’s behalf prior to being delivered to the Participant. Dividends and/or sales proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant in U.S. dollars, the Participant understands that the Participant will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employment. Neither the Company nor any of its subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements. Labor Law Acknowledgement. The Participant acknowledges that, pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of his or her “salary” for any legal purpose.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Estee Lauder Companies Inc)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges Employee agrees to be subject to these restrictions even after Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of an Employee’s Termination, the Employee shall be required to exercise the Option (to the extent outstanding, vested and agrees otherwise permitted under the Agreement) and sell all Shares issued pursuant to the Program no later than earliest of (a) the Original Option termination date, (b) subject to Section 2, the deadline for exercising the Original Option in the event of Termination and (c) 180 days after the date of Termination, or such shorter period as may be required by the SAFE. The resulting sales proceeds shall be repatriated to China in the manner designated by the Company. Any Options that the processes and requirements set forth herein remain unexercised after such date shall continue to apply following the Participant’s termination of employmentexpire. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Abbott Laboratories)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell sale instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due Retention RSU Agreement - Ratable Vesting (2020) 4 to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the ParticipantEmployee’s participation in the Plan Program if the Participant Employee is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units and any and all previously granted restricted stock units with the Company’s designated broker. If the Company changes its designated broker, the Employee acknowledges and agrees that the Company may transfer any Shares issued under the Program to the new designated broker if necessary for legal or administrative reasons. The Employee agrees to sign any documentation necessary to facilitate the transfer. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 180 days (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell sale instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. Further, in the event of the Employee’s Termination due to Retirement, to comply with the applicable SAFE requirements, any Units outstanding as of the 180th day following the Termination date shall be forfeited on such date (or such earlier date as may be required by the SAFE). The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination of employmentTermination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 1 contract

Samples: Performance Vested Restricted Stock Unit Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is As a national condition of the People’s Republic of China (“China”) resident Option, the Employee understands and agrees that, due to the exchange control laws in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reason, the Participant shall Employee will be required to sell all Shares issued pursuant to immediately repatriate the Restricted Stock Units as soon as administratively possible (or such period as may be required by cash proceeds resulting from the State Administration of Foreign Exchange or the Company) cashless exercise of the termination date and repatriate the sales proceeds Option to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant Employee acknowledges and agrees that the processes and requirements set forth herein shall continue to apply following the ParticipantEmployee’s termination Termination. Notwithstanding anything to the contrary in the Program or the Agreement, in the event of employmentan Employee’s Termination other than due to Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 90 days after the date of Termination (or such shorter period as may be required by the State Administration of Foreign Exchange (“SAFE”) or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Non-Qualified Stock Option Agreement (2021) Notwithstanding the foregoing, in the event of an Employee’s Termination by reason of Retirement, the Employee shall be required to exercise the Option (to the extent outstanding, vested and otherwise permitted under the Agreement) and/or sell all Shares issued pursuant to the Program no later than 180 days after the date of such Retirement (or such shorter period as may be required by the SAFE or the Company), and repatriate the sales proceeds to China in the manner designated by the Company. Any Options that remain unexercised after such date shall expire. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units Option in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange SAFE rules, regulations and requirements.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (AbbVie Inc.)

Foreign Exchange Control Laws. The following provisions shall govern the Participant’s participation in the Plan if the Participant is a national of the People’s Republic of China (“China”) resident in mainland China, or if determined to be necessary or appropriate by the Company in its sole discretion: The Participant Employee agrees to hold the Shares received upon settlement of the Restricted Stock Units with the Company’s designated broker. Upon a termination of employment or service for any reasonTermination, the Participant Employee shall be required to sell all Shares issued pursuant to the Restricted Stock Units as soon as administratively possible within 90 days (or such shorter period as may be required by the State Administration of Foreign Exchange or the CompanyExchange) of the termination Termination date and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the ParticipantEmployee), and the Participant Employee hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary or advisable for purposes of complying with local laws, rules and regulations in China. The Participant Employee understands and agrees that the repatriation of dividends and sales proceeds may need to be effected through a special exchange control account established by the Company or its subsidiariesSubsidiaries, and the Participant Employee hereby consents and agrees that dividends issued on Shares and sales proceeds from the sale of Shares acquired under the Plan Program may be transferred to such account by the Company on the ParticipantEmployee’s behalf prior to being delivered to the ParticipantEmployee. Dividends and/or The sales proceeds may be paid to the Participant Employee in U.S. dollars or local ​ ​ currency at the Company’s discretion. If dividends and/or the sales proceeds are paid to the Participant Employee in U.S. dollars, the Participant Employee understands that the Participant Employee will be required to set up a U.S. dollar bank account in China so that the dividends or proceeds may be deposited into this account. If dividends and/or the sales proceeds are paid to the Participant Employee in local currency, the Participant Employee acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and/or and proceeds to local currency due to exchange control restrictions. The Participant Employee agrees to bear any currency fluctuation risk between the time dividends are issued or the Shares are sold and the net proceeds are converted into local currency and distributed to the ParticipantEmployee. The Participant Employee further agrees to comply with any other requirements that may be imposed by the Company or its subsidiaries Subsidiaries in China in the future in order to facilitate compliance with exchange control requirements in China. The Participant acknowledges and Employee agrees that the processes and requirements set forth herein shall continue to apply following the Participant’s termination of employmentbe subject to these restrictions even after Termination. Neither the Company nor any of its subsidiaries Subsidiaries shall be liable for any costs, fees, lost interest or dividends or other losses the Participant Employee may incur or suffer resulting from the enforcement of the terms of this Addendum or otherwise from the Company’s operation and enforcement of the PlanProgram, the Agreement and the Restricted Stock Units in accordance with Chinese law including, without limitation, any applicable State Administration of Foreign Exchange rules, regulations and requirements.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Abbott Laboratories)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!