Common use of Nature of Grant Clause in Contracts

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modifiedamended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs and any shares of Common Stock acquired under the Ordinary Shares subject to Plan, and the RSUs income from and value of the same, are not intended to replace any pension rights or compensation; (hf) the RSUs, the Ordinary Shares subject to the RSUs and any shares of Common Stock acquired under the Plan, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary Shares shares of Common Stock underlying the RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (jh) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration ; (i) for purposes of the grant RSUs, the Participant’s Employment or service relationship will be considered terminated as of the RSUs to which date the Participant is otherwise not entitledno longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant irrevocably agrees is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (xe.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of his or her RSU grant (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) never unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to institute have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; (k) unless otherwise agreed with the Company, the RSUs and any shares of Common Stock acquired under the Plan and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a claim against director of a Subsidiary or Affiliate; and (l) the following provisions apply only if the Participant is providing services outside the United States: (1) the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and (2) neither the Company, the Employer nor any Subsidiary or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees Recipient acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as unless otherwise provided in the Plan and this Agreement; (b) the grant of RSUs are the PSU is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPSUs, or benefits in lieu of RSUsPSUs, even if RSUs PSUs have been granted repeatedly in the past; (c) , and all decisions with respect to future grants of RSUs or other PSU grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantRecipient’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract Continued Service with the Company, the Employer Company or any an Affiliate and shall not interfere with the ability of the Employer Company or an Affiliate to terminate the ParticipantRecipient’s employment service relationship at any time with or service relationshipwithout cause; (fd) the Participant Recipient is voluntarily participating in the Plan; (ge) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are PSU is an extraordinary item of compensation outside the scope of the Participant’s employment (benefit and employment contract, if any) and are is not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an Affiliate; (if) the future value of the Ordinary Shares underlying the RSUs shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;, and if Recipient vests in the PSU and obtains shares of Common Stock, the value of those shares may increase or decrease in value; and (jg) in consideration of the grant of the PSU, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs PSU or diminution in value of the PSU or shares of Common Stock acquired through vesting of the PSU resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment Recipient’s Continuous Service by the Company or an Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), ) and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant Recipient irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer Company and all its Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant Recipient shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsRestricted Stock Units, or benefits in lieu of RSUsRestricted Stock Units, even if RSUs Restricted Stock Units have been granted in the past; (cb) all decisions with respect to future grants of RSUs Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gd) the RSUs Restricted Stock Units and the Ordinary Shares subject to the RSUs Restricted Stock Units are not intended to replace any pension rights or compensation; (he) the RSUs, Restricted Stock Units and the Ordinary Shares subject to the RSUs Restricted Stock Units, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (if) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certaintypredicted; (jg) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i) the following provisions apply only if Participant is providing services outside the United States: (i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Restricted Stock Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of Participant’s status as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs Restricted Stock Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, any Parent or Subsidiary or the Employer or any Affiliate and (y) waive Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer and all Affiliates Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees Grantee has acknowledged that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as unless otherwise provided in the Plan and this or the Agreement; (b) the grant of RSUs are the Deferred Share Equivalents is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsDeferred Share Equivalents, or benefits in lieu of RSUsDeferred Share Equivalents, even if RSUs Deferred Share Equivalents have been granted repeatedly in the past; (c) all decisions with respect to future grants of RSUs or other grantsDeferred Share Equivalents, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant Grantee is voluntarily participating in the Plan; (ge) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same Deferred Share Equivalents are an extraordinary item that does not constitute compensation of compensation any kind for services of any kind rendered to the Company, its Subsidiaries, and/or its affiliates, and that is outside the scope of the ParticipantGrantee’s employment (and employment contractcontract with the Company or its affiliates, if any; (f) and the Deferred Share Equivalents are not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary underlying Common Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; (jh) in consideration of the grant of the Deferred Share Equivalents, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the RSUs Deferred Share Equivalents or diminution in value of the Deferred Share Equivalents or the Common Shares resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the ParticipantGrantee’s termination of employment (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws); (i) notwithstanding any terms or conditions of the Plan to the contrary, in the jurisdiction where the Participant is employed or the terms event of the Participantinvoluntary termination of Grantee’s employment agreementemployment, if any), Grantee’s right to receive the Deferred Share Equivalents and vest in consideration of the grant of Deferred Share Equivalents under the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her abilityPlan, if any, will terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to bring any such claimlocal law); furthermore, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Planevent of the involuntary termination of employment, Grantee’s right to vest in the Participant shall Deferred Share Equivalents after termination of employment, if any, will be deemed irrevocably to have agreed not to pursue such claim measured by the date of termination of Grantee’s active employment and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall will not be liable for extended by any exchange rate fluctuation between the Participant’s notice period mandated under local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementlaw.

Nature of Grant. In accepting the grant of the RSUsAward, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, suspended amended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsRestricted Stock Units, or benefits in lieu of RSUsRestricted Stock Units, even if RSUs Restricted Stock Units have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grantsRestricted Stock Units, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by is voluntarily participating in the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract to otherwise remain associated with the Company, the Employer Company or any Affiliate of its affiliates and shall not interfere with the ability of the Employer Company or any of its affiliates to terminate the Participant’s employment or service relationshiprelationship (if any) at any time, subject to applicable law; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs Award and the Ordinary Shares any shares of Common Stock subject to the RSUs Award are not intended to replace any pension rights rights; (g) in the event that the Participant is not an employee of the Company or compensationany Subsidiary or affiliate, the Award and the Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary or affiliate; (h) the RSUs, the Ordinary Shares Award and any shares of Common Stock subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and Award are not part of normal or expected compensation or salary for any purpose, including but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments (if any); (i) the future value of the Ordinary Shares underlying shares of Common Stock subject to the RSUs Award is unknown, indeterminable and cannot be predicted with certainty; (j) i. no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Restricted Stock Units resulting from the Participant ceasing to have rights under provide services to the Company or to be entitled to RSUs, any of its affiliates (for any reason whatsoever and whether or not as a result later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) and in consideration of the grant of the Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any of its affiliates, waives his or her ability, if any, to bring any such claim, and releases the Company and each of its affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; (j) in the event of a termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is unless otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against provided by this Agreement or determined by the Company, the Employer or any Affiliate Participant’s right to receive and (y) waive his or her abilityvest in Restricted Stock Units under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing services and will not be extended by any notice period (e.g., active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to bring determine when the Participant is no longer actively providing services for purposes of the Award; (k) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Plan or any such claimbenefits granted thereunder, and releases transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court shares of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimCommon Stock; and (kl) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company and nor any Affiliate shall not of its affiliates will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar United States dollar that may affect the value of the RSUs Restricted Stock Units, the Common Stock, or of any amounts due to the Participant pursuant to the settlement vesting of the RSUs Restricted Stock Units or the subsequent sale of any Ordinary Shares shares of Common Stock acquired under the Plan, or the calculation of income or Tax-Related Items under the Award; and (m) any cross-border cash remittance made to transfer proceeds received upon settlementthe sale of Common Stock or otherwise in relation to the Award must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Participant to provide to such entity certain information regarding the transaction.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsRestricted Stock Units, or benefits in lieu of RSUsRestricted Stock Units, even if RSUs Restricted Stock Units have been granted in the past; (cb) all decisions with respect to future grants of RSUs Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gd) the RSUs Restricted Stock Units and the Ordinary Shares subject to the RSUs Restricted Stock Units are not intended to replace any pension rights or compensation; (he) the RSUs, Restricted Stock Units and the Ordinary Shares subject to the RSUs Restricted Stock Units, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (if) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certaintypredicted; (jg) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i) the following provisions apply only if Participant is providing services outside the United States: (i) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Restricted Stock Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of Participant’s status as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs Restricted Stock Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, any Parent or Subsidiary or the Employer or any Affiliate and (y) waive Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees Recipient acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as unless otherwise provided in the Plan and this Agreement; (b) the grant of RSUs are the SU is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsSUs, or benefits in lieu of RSUsSUs, even if RSUs SUs have been granted repeatedly in the past; (c) , and all decisions with respect to future grants of RSUs or other SU grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantRecipient’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract Continued Service with the Company, the Employer Company or any an Affiliate and shall not interfere with the ability of the Employer Company or an Affiliate to terminate the ParticipantRecipient’s employment service relationship at any time with or service relationshipwithout cause; (fd) the Participant Recipient is voluntarily participating in the Plan; (ge) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are SU is an extraordinary item of compensation outside the scope of the Participant’s employment (benefit and employment contract, if any) and are is not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an Affiliate; (if) the future value of the Ordinary Shares underlying the RSUs shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;, and if Recipient vests in the SU and obtains shares of Common Stock, the value of those shares may increase or decrease in value; and (jg) in consideration of the grant of the SU, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs SU or diminution in value of the SU or shares of Common Stock acquired through vesting of the SU resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment Recipient’s Continuous Service by the Company or an Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), ) and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant Recipient irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer Company and all its Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant Recipient shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modifiedamended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs and any shares of Common Stock acquired under the Ordinary Shares subject to Plan, and the RSUs income from and value of the same, are not intended to replace any pension rights or compensation; (hf) the RSUs, the Ordinary Shares subject to the RSUs and any shares of Common Stock acquired under the Plan, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary Shares shares of Common Stock underlying the RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (jh) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration ; (i) for purposes of the grant RSUs, the Participant’s Employment or service relationship will be considered terminated as of the RSUs to which date the Participant is otherwise not entitledno longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant irrevocably agrees is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (xe.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of his or her RSU grant (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) never unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to institute have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; (k) unless otherwise agreed with the Company, the RSUs and any shares of Common Stock acquired under the Plan and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a claim against director of a Subsidiary or Affiliate; and (l) the following provisions apply only if the Participant is providing services outside the United States: 1. the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and 2. neither the Company, the Employer nor any Subsidiary or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsStock Awards, the Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Stock Awards is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsStock Awards, or benefits in lieu of RSUsStock Awards, even if RSUs Stock Awards have been granted repeatedly in the past; (cb) all decisions with respect to future grants of RSUs or other Stock Award grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantEmployee’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s his or her employment or service relationshiprelationship at any time; (fd) the Participant Employee is voluntarily participating in the Plan; (ge) the RSUs Stock Awards are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Employee’s employment contract, if any; (f) the Stock Awards and the Ordinary Shares subject to the RSUs Stock Awards are not intended to replace any pension rights or compensation; (hg) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and Stock Awards are not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) the Stock Awards grant and the Employee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Affiliate; (i) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; further, neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar (or the selection by the Company or an Affiliate in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Stock Awards (or the calculation of income or Tax-Related Items thereunder); (j) in consideration of the grant of the Stock Awards, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Stock Awards resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result Employee’s Termination of the Participant’s termination of employment Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant Employee irrevocably agrees to (x) never to institute a claim against the Company, releases the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; by participating in the Planjurisdiction to have arisen, the Participant Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency Stock Awards and the U.S. Dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the RSUs a merger, take-over or transfer of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementliability.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company, at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result granting of the exercise RSUs evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Committee of, Services of the Participant and shall not lessen or affect the Company’s or its failure Affiliate’s right to exercise, any terminate the Services of the discretions given to it by the Plansuch Participant; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gf) the RSUs and the Ordinary Shares subject to the RSUs RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hg) the RSUs, RSUs and the Ordinary Shares subject to the RSUs RSUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the RSUs should in no event be considered as compensation for, or relating in any way to, past services for the Company, the Employer (as defined in Section 15 of this Award Agreement) or any Affiliate or predecessor; (i) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the Services Participant may provide as a director of an Affiliate; (j) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jk) in the event of termination of the Participant’s Services for any reason, except as set forth in Sections 3(b) and 4(b) (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), unless otherwise determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing Services and will not be extended by any notice period (e.g., active Services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed, or the terms of the Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing Services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing Services while on an approved leave of absence); and (l) in addition to the provisions above in this Section 8, the following provisions apply if the Participant is providing Services outside the United States: (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment (Services as set forth in Section 3(c), 4(c) or 4(d) above for any reason whatsoever, (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledRSUs, the Participant irrevocably agrees to (x) never not to institute a any claim against the Company, the Employer Company or any Affiliate Affiliate; (ii) the RSUs and (y) waive his the Shares subject to the RSUs are not part of normal or her ability, if any, to bring expected compensation or salary for any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimpurpose; and (kiii) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company and nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company, at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result granting of the exercise RSUs evidenced by this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the Committee of, Services of the Participant and shall not lessen or affect the Company’s or its failure Affiliate’s right to exercise, any terminate the Services of the discretions given to it by the Plansuch Participant; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gf) the RSUs and the Ordinary Shares subject to the RSUs RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hg) the RSUs, RSUs and the Ordinary Shares subject to the RSUs RSUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the RSUs should in no event be considered as compensation for, or relating in any way to, past services for the Company, the Employer (as defined in Section 15 of this Award Agreement) or any Affiliate or predecessor; (i) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the Services Participant may provide as a director of an Affiliate; (j) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jk) in the event of termination of the Participant’s Services for any reason, except as set forth in Sections 3(b), 4(b) or 5 (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), unless otherwise determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing Services and will not be extended by any notice period (e.g., active Services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed, or the terms of the Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing Services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing Services while on an approved leave of absence); and (l) in addition to the provisions above in this Section 8, the following provisions apply if the Participant is providing Services outside the United States: (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment (Services as set forth in Section 3(c), 4(c) or 4(d) above for any reason whatsoever, (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledRSUs, the Participant irrevocably agrees to (x) never not to institute a any claim against the Company, the Employer Company or any Affiliate Affiliate; (ii) the RSUs and (y) waive his the Shares subject to the RSUs are not part of normal or her ability, if any, to bring expected compensation or salary for any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimpurpose; and (kiii) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company and nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (ai) the Plan is established voluntarily by the CompanyMSCI, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee MSCI at any time, as provided to the extent permitted by the Plan; (ii) this RSU award is not a director, employment and/or service agreement, and nothing in this Award Agreement or your participation in the Plan and this Agreementshall create a right to continued service as a director of MSCI or interfere with the ability of MSCI to terminate your service relationship (if any); (biii) the grant this award, and all other awards of RSUs and other equity-based awards, are exceptional, discretionary, voluntary and occasional and do occasional. This award does not create confer on you any contractual or other right or entitlement to receive future grants another award of RSUs, any other equity-based award or benefits in lieu of RSUs, even if RSUs have been granted at any time in the pastfuture or in respect of any future period; (civ) all MSCI has made this award to you in its sole discretion. All decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsMSCI; (dv) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is you are voluntarily participating in the Plan; (gvi) the grant of RSUs and the Ordinary Shares subject to the RSUs RSUs, and the income from and value of the same, are not intended to replace any pension rights rights, director fees or other compensation; (hvii) the RSUs, the Ordinary Shares subject this award does not confer on you any right or entitlement to the RSUs and the value of the same are an extraordinary item of receive director fees or other compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for in any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentsspecific amount; (iviii) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jix) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of your service as a result director of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimMSCI; and (kx) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsOption, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Option is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsoptions, or benefits in lieu of RSUsoptions, even if RSUs options have been granted in the past; (cb) all decisions with respect to future grants of RSUs option or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsAdministrator; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gd) the RSUs Option and any Shares acquired under the Ordinary Shares subject to the RSUs Plan are not intended to replace any pension rights or compensation; (he) the RSUs, Option and Shares acquired under the Ordinary Shares subject to the RSUs Plan and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (if) the future value of the Ordinary Shares underlying the RSUs Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, the Option will have no value; (h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (i) for purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (j) unless otherwise provided in the Plan or by the Administrator in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (k) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Option resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of Participant’s status as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Companyany Service Recipient, the Employer or any Affiliate and (y) waive waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsAward, the Participant Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modifiedamended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are Award is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsRestricted Stock Units, or benefits in lieu of RSUsRestricted Stock Units, even if RSUs Restricted Stock Units have been granted in the past; (c) all decisions with respect to future grants of RSUs Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant Grantee is voluntarily participating in the Plan; (ge) the RSUs Restricted Stock Units and the Ordinary Shares any shares of Stock subject to the RSUs Restricted Stock Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (hf) unless otherwise agreed with the RSUsCompany, the Ordinary Shares Restricted Stock Units and the shares of Stock subject to the RSUs Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the same are service the Grantee may provide as a director of an extraordinary item Affiliate; (g) the Restricted Stock Units and any shares of compensation outside Stock subject to the scope Restricted Stock Units, and the income from and value of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposethe purposes of, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments; (ih) the future value of the Ordinary Shares shares of Stock underlying the RSUs Restricted Stock Units is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (i) for purposes of the Award, the Grantee’s Service Relationship will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Grantee provides services or the terms of the Grantee’s employment or other service agreement, if any), and unless otherwise determined by the Company, the Grantee’s right to vest in the Award, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Grantee provides services or the terms of the Grantee’s employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Award (including whether the Grantee may still be considered to be providing services while on a leave of absence); (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Restricted Stock Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the ParticipantGrantee’s termination of employment Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment labor laws in the jurisdiction where the Participant is employed Grantee provides services or the terms of the ParticipantGrantee’s employment or other service agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if unless otherwise provided in the Participant resides Plan or is employed outside by the United StatesCompany in its discretion, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency Restricted Stock Units and the U.S. Dollar that may affect benefits evidenced by this Agreement do not create any entitlement to have the value Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementCompany.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (bii) the grant of the TBS RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of TBS RSUs, or benefits in lieu of TBS RSUs, even if TBS RSUs have been granted in the past; (ciii) all decisions with respect to future grants of RSUs awards or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (fiv) the Participant is voluntarily participating in the Plan; (gv) the TBS RSUs and the Ordinary Shares subject to the RSUs TBS RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hvi) the RSUs, TBS RSUs and the Ordinary Shares subject to the RSUs TBS RSUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposepurposes of, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (ivii) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the TBS RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); (ix) unless otherwise agreed with the Company, the TBS RSUs and the Shares, and the income from and value of same, are not granted as consideration for, or in consideration connection with, the service the Participant may provide as a director of the grant Company or any member of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to Combined Group and its Affiliates; (x) never unless otherwise provided in the Plan or by the Company in its discretion, the TBS RSUs and the benefits evidenced by this Agreement do not create any entitlement to institute have the TBS RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (xi) if the Participant resides outside the United States or is otherwise subject to the laws of a claim against country outside the United States: (A) the TBS RSUs and the Shares subject to the TBS RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (B) neither the Company, the Employer or any Affiliate and (y) waive his member of the Combined Group or her ability, if any, to bring any such claim, and releases the Company, the Employer and all its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the TBS RSUs or of any amounts due to the Participant pursuant to the settlement of the TBS RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant Executive acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (bii) the grant of the MTE RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of MTE RSUs, or benefits in lieu of MTE RSUs, even if MTE RSUs have been granted in the past; (ciii) all decisions with respect to future grants of RSUs awards or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (div) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant Executive is voluntarily participating in the Plan; (gv) the MTE RSUs and the Ordinary Shares subject to the RSUs MTE RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hvi) the RSUs, MTE RSUs and the Ordinary Shares subject to the RSUs MTE RSUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposepurposes of, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (ivii) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the MTE RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the ParticipantExecutive’s termination of employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant Executive is employed or the terms of the ParticipantExecutive’s employment agreement, if any); (ix) unless otherwise agreed with the Company, the MTE RSUs and the Shares, and the income from and value of same, are not granted as consideration for, or in consideration connection with, the service the Executive may provide as a director of the grant Company or any member of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to Combined Group and its Affiliates; (x) never unless otherwise provided in the Plan or by the Company in its discretion, the MTE RSUs and the benefits evidenced by this Agreement do not create any entitlement to institute have the MTE RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (xi) if the Executive resides outside the United States or is otherwise subject to the laws of a claim against country outside the United States: (A) the MTE RSUs and the Shares subject to the MTE RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (B) neither the Company, the Employer or any Affiliate and (y) waive his member of the Combined Group or her ability, if any, to bring any such claim, and releases the Company, the Employer and all its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the ParticipantExecutive’s local currency and the U.S. United States Dollar that may affect the value of the MTE RSUs or of any amounts due to the Executive pursuant to the settlement of the MTE RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the RSUs, Participant acknowledges that: (a) the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan RSUs is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, RSUs even if RSUs have been granted repeatedly in the past; ; (cb) all decisions with respect to future grants awards of RSUs or other grantsRSUs, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; Company; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ic) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; ; (jd) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs or any diminution in value of the RSUs or Shares received when the RSUs are earned resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment by the Company or any subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws laws), and Participant irrevocably releases the Company and/or the subsidiary from any such claim that may arise; (e) in the jurisdiction where the Participant is employed or the terms event of the involuntary termination of Participant’s employment agreement, if any(whether or not in breach of local employment laws), Participant’s right to receive RSUs and in consideration of vesting under the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her abilityPlan, if any, to bring will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any such claimnotice period mandated under local law or contract, and releases the CompanyCompany shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the RSUs; (f) the Company is not providing any tax, legal or financial advice, nor is the Employer and all Affiliates from Company making any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating recommendations regarding Participant’s participation in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value acquisition or sale of the RSUs underlying Shares; and (g) Participant is hereby advised to consult with his or of her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any amounts due pursuant action related to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementPlan.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (bii) the grant of the PBS RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of PBS RSUs, or benefits in lieu of PBS RSUs, even if PBS RSUs have been granted in the past; (ciii) all decisions with respect to future grants of RSUs awards or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (fiv) the Participant is voluntarily participating in the Plan; (gv) the PBS RSUs and the Ordinary Shares subject to the RSUs PBS RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hvi) the RSUs, PBS RSUs and the Ordinary Shares subject to the RSUs PBS RSUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposepurposes of, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ivii) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the PBS RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of 's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s 's employment agreement, if any); (ix) unless otherwise agreed with the Company, the PBS RSUs and the Shares, and the income from and value of same, are not granted as consideration for, or in consideration connection with, the service the Participant may provide as a director of the grant Company or any member of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to Combined Group and its Affiliates; (x) never unless otherwise provided in the Plan or by the Company in its discretion, the PBS RSUs and the benefits evidenced by this Agreement do not create any entitlement to institute have the PBS RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (xi) if the Participant resides outside the United States or is otherwise subject to the laws of a claim against country outside the United States: (A) the PBS RSUs and the Shares subject to the PBS RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose; and (B) neither the Company, the Employer or any Affiliate and (y) waive his member of the Combined Group or her ability, if any, to bring any such claim, and releases the Company, the Employer and all its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s 's local currency and the U.S. United States Dollar that may affect the value of the PBS RSUs or of any amounts due to the Participant pursuant to the settlement of the PBS RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees acknowledges that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of the RSUs are is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, RSUs even if RSUs have been granted repeatedly in the past; ; (cb) all decisions with respect to future grants Awards of RSUs or other grantsRSUs, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; Company; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ic) the future value of the Ordinary Shares underlying the RSUs Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (jd) in consideration of the Award of RSUs, no claim or entitlement to compensation or damages shall will arise from forfeiture termination of the RSUs or any diminution in value of the RSUs or Stock received when the RSUs vest resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws laws), and the Participant irrevocably releases the Company, the Parent, the Subsidiary and Affiliate from any such claim that may arise; (e) in the jurisdiction where the Participant is employed or the terms event of involuntary termination of the Participant’s employment agreement, if any(whether or not in breach of local employment laws), the Participant’s right to receive RSUs and in consideration of vest under the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her abilityPlan, if any, to bring will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any such claimnotice period mandated under local law or contract, and releases the CompanyCompany will have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the RSUs; (f) the Company is not providing any tax, legal or financial advice, nor is the Employer and all Affiliates from Company making any such claim; if, notwithstanding recommendations regarding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating Participant’s participation in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value acquisition or sale of the RSUs underlying Stock; and (g) the Participant is hereby advised to consult with his or of her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any amounts due pursuant action related to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementPlan.

Nature of Grant. In accepting the grant of the RSUsoffer to acquire Shares, the Participant acknowledges, understands and agrees you acknowledge that: : (a) the Plan is established voluntarily by the CompanySun, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Sun at any time, as unless otherwise provided in the Plan and this Agreement; ; (b) the grant of RSUs are Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsrestricted stock units, or benefits in lieu of RSUs, such grants even if RSUs restricted stock units have been granted repeatedly in the past; ; (c) all decisions with respect to future grants of RSUs or other Restricted Stock Unit grants, if any, will be at the sole discretion of Sun; (d) you are voluntarily participating in the Company Plan; (e) the grant of Restricted Stock Units is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Sun or the CommitteeEmployer, as applicableand which is outside the scope of your employment contract, if any; (f) the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; ; (ig) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; ; (jh) in consideration of the grant of Restricted Stock Units, no claim or entitlement to compensation or damages shall will arise from forfeiture the termination of vesting or diminution in value of the RSUs Shares resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of your active employment by Sun or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed contract or the terms of the Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant you irrevocably agrees to (x) never to institute a claim against the Company, release Sun and the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant shall you will be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and and (ki) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of your active employment (whether or not in breach of contract or local labor laws), your right to continued vesting, if any, will terminate effective as of the Participant resides or is date that you are no longer actively employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall will not be liable for extended by any exchange rate fluctuation between the Participant’s notice period mandated under local currency and the U.S. Dollar that may affect the value law (e.g., active employment would not include a period of the RSUs “garden leave” or of any amounts due similar period pursuant to local law), except as expressly provided herein, and that Sun will have the settlement exclusive discretion to determine when you are no longer actively employed for purposes of the RSUs or the subsequent sale administering your grant of any Ordinary Shares acquired upon settlementRestricted Stock Units.

Nature of Grant. In accepting the grant of the RSUsAward, the Participant acknowledges, understands and agrees that: (: a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended amended, suspended, or terminated by the Committee Company at any time, as provided in to the Plan and this Agreement; (extent permitted by the Plan; b) the grant of RSUs are the Award is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsawards, or benefits in lieu of RSUsawards, even if RSUs awards have been granted in the past; (; c) all decisions with respect to future grants of RSUs or other grantsawards, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (Company; d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (fis voluntary; e) the Participant is voluntarily participating in Award and any Stock underlying or acquired pursuant to the Plan; (g) the RSUs Award, and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs income and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation or salary for any purposepurposes, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i; f) the future value of the Ordinary Shares Stock underlying the RSUs Award is unknown, indeterminable and cannot be predicted with certainty; (j; g) unless otherwise agreed with the Company, the Award is not granted as consideration for, or in connection with, the service the Participant may provide as a director of any Affiliate; h) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs any portion of this Award resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment relationship (for any reason whatsoever, whatsoever and regardless of whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.;

Nature of Grant. In accepting the grant of the RSUsStock Awards, the Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Stock Awards is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsStock Awards, or benefits in lieu of RSUsStock Awards, even if RSUs Stock Awards have been granted repeatedly in the past; (cb) all decisions with respect to future grants of RSUs or other Stock Award grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantEmployee’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s his or her employment or service relationshiprelationship at any time; (fd) the Participant Employee is voluntarily participating in the Plan; (ge) the RSUs Stock Awards are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which are outside the scope of the Employee’s employment contract, if any; (f) the Stock Awards and the Ordinary Shares subject to the RSUs Stock Awards are not intended to replace any pension rights or compensation; (hg) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and Stock Awards are not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (h) the Stock Awards grant and the Employee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Affiliate; (i) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; further, neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Stock Awards; (j) in consideration of the grant of the Stock Awards, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Stock Awards resulting from Employee’s Termination of Service with the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant Employee irrevocably agrees to (x) never to institute a claim against the Company, releases the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; by participating in the Planjurisdiction to have arisen, the Participant Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency Stock Awards and the U.S. Dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the RSUs a merger, take-over or transfer of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementliability.

Nature of Grant. In accepting the grant of the RSUsOption, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Option is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsoptions, or benefits in lieu of RSUsoptions, even if RSUs options have been granted in the past; (cb) all decisions with respect to future grants of RSUs option or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gd) the RSUs Option and any Shares acquired under the Ordinary Shares subject to the RSUs Plan are not intended to replace any pension rights or compensation; (he) the RSUs, Option and Shares acquired under the Ordinary Shares subject to the RSUs Plan and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (if) the future value of the Ordinary Shares underlying the RSUs Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, the Option will have no value; (h) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (i) for purposes of the Option, Participant’s engagement as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s engagement agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (j) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (k) the following provisions apply only if Participant is providing services outside the United States: the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; Participant acknowledges and agrees that none of the Company, the Service Recipient, or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Option resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of Participant’s engagement as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, any Parent, any Subsidiary or the Employer or any Affiliate and (y) waive Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer and all Affiliates Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsPerformance Shares, the Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Performance Shares is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPerformance Shares, or benefits in lieu of RSUs, Performance Shares even if RSUs Performance Shares have been granted repeatedly in the past; (cb) all decisions with respect to future grants Awards of RSUs or other grantsPerformance Shares, if any, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) Performance Shares are extraordinary items that do not constitute regular compensation for services rendered to the Company or its Subsidiary, and that is outside the Committeescope of the Employee’s employment contract, as applicableif any; (e) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiary; (if) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; (jg) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs Award or any diminution in value of the Performance Shares or Shares received when the Performance Shares vest resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment by the Company or its Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant Employee irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates Company and/or its Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim claim; (h) in the event of involuntary termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to receive Performance Shares and agrees vest under the Plan, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to execute local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Award; (i) the Company is not providing any and all documents necessary to request dismissal tax, legal or withdrawal financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of such claimthe underlying Shares; and (kj) if the Participant resides Employee is hereby advised to consult with his or is employed outside her own personal tax, legal and financial advisors regarding the United States, Employee’s participation in the Participant acknowledges and agrees that the Company and Plan before taking any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant action related to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementPlan.

Nature of Grant. In accepting the grant of the RSUsPerformance Units, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreement; extent permitted by the Plan; (b) the grant of RSUs are the Performance Units is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPerformance Units, or benefits in lieu of RSUsPerformance Units, even if RSUs Performance Units have been granted in the past; ; (c) all decisions with respect to future grants of RSUs Performance Units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; Company; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs Performance Units and the Participant’s your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer your Employer, or any Affiliate Subsidiary and shall not interfere with the ability of the Employer to terminate the Participant’s your employment or service relationship; relationship (fif any); (e) the Participant is you are voluntarily participating in the Plan; ; (gf) the RSUs Performance Units, and the Ordinary Shares subject to the RSUs income and value of same, are not intended to replace any pension rights or compensation; ; (hg) the RSUsPerformance Units, the Ordinary Shares subject to the RSUs and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; ; (ih) the future value of the Ordinary Shares underlying the RSUs Performance Units is unknown, indeterminable and cannot be predicted with certainty; ; (ji) no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs Performance Units resulting from the Participant you ceasing to have rights under provide employment or other services to be entitled to RSUs, the Company or your Employer (for any reason whatsoever whether or not as a result later found to be invalid or in breach of employment laws in the Participant’s jurisdiction where you are employed or the terms of your employment agreement, if any); (j) in the event of involuntary termination of your active employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment agreement, if any), and unless otherwise provided in consideration this Agreement or determined by the Company, your right to vest in the Performance Units under the Plan, if any, will terminate effective as of the grant date that you are no longer actively providing services and will not be extended by any notice period (e.g., active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), except as expressly provided herein, and that the Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSUs Performance Units (including whether you may still be considered to which be providing services while on an approved leave of absence); (k) unless otherwise provided in the Participant is otherwise not entitledPlan or by the Company in its discretion, the Participant irrevocably agrees Performance Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; (xl) never unless otherwise agreed with the Company, the Performance Units, and the income and value of same, are not granted as consideration for, or in connection with, services you may provide as a director of a Subsidiary; (m) if you are requested to institute a claim against make repayment under Paragraph 4, you will make repayment immediately; and (n) the following provisions apply only if you are providing services outside the United States: (i) the Performance Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Employer or nor any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant Subsidiary shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs Performance Units or the subsequent sale payout of any Ordinary Shares acquired upon settlementthe Performance Units.

Nature of Grant. In accepting the grant of the RSUs, the The Participant acknowledges, understands acknowledges and agrees that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; ; (b) the grant of RSUs are Performance Share Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPerformance Shares Units, or benefits in lieu of RSUsPerformance Shares Units, even if RSUs Performance Shares Units have been granted repeatedly in the past; ; (c) all decisions with respect to future grants of RSUs or other Performance Shares Unit grants, if any, will be at the sole discretion of the Company Company; (d) participation in the Plan is voluntary; (e) the Performance Shares Units are not a part of normal or the Committee, as applicableexpected compensation or salary for any purposes, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; ; (if) the future value of the Ordinary Shares underlying the RSUs shares of Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; and (jg) in consideration of the grant of Performance Shares Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs Performance Shares Units or diminution in value of the Performance Shares Units or shares received upon vesting including (without limitation) any claim or entitlement resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Continuous Service by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where local labor laws) and the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and hereby releases the Company, the Employer Company and all its Subsidiaries and Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant shall be deemed irrevocably to have agreed not waived the Participant’s entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (bii) the grant of RSUs are the Award is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsawards, or benefits in lieu of RSUsawards, even if RSUs awards have been granted repeatedly in the past; (ciii) all decisions with respect to future grants of RSUs or other award grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (div) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationshiprelationship (if any) at any time; (fv) the Participant is voluntarily participating in the Plan; (gvi) the RSUs and the Ordinary Shares subject to the RSUs are Award is not intended to replace any pension rights or compensation; (hvii) unless otherwise agreed with the RSUsCompany, the Ordinary Shares subject to Award, including the RSUs income and the value of the same are an extraordinary item Award, is not granted as consideration for, or in connection with, the service the Participant may provide as a director of compensation outside the scope a Subsidiary of the Participant’s employment Company; (viii) the Award, including the income and employment contractvalue of the Award, if any) and are is not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jix) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Award resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits from the Employer), and in consideration of the grant of the RSUs Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the CompanyCompany or the Employer, the Employer or any Affiliate and (y) waive waives his or her ability, if any, to bring any such claim, and releases the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; and (kx) if the Participant resides or is employed following provisions apply only to Participants providing services outside the United States, as determined by the Participant acknowledges and agrees Company: (A) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and any Affiliate shall not be liable for any exchange rate fluctuation between which is outside the scope of the Participant’s local currency employment or service contract, if any; (B) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary; and (C) the Award grant and the U.S. Dollar that may affect Participant’s participation in the value of Plan will not be interpreted to form an employment or service contract or relationship with the RSUs Company or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementSubsidiary.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modifiedamended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs and any shares of Common Stock acquired under the Ordinary Shares subject to Plan, and the RSUs income and value of the same, are not intended to replace any pension rights or compensation; (hf) the RSUs, the Ordinary Shares subject to the RSUs and any shares of Common Stock acquired under the Plan, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary Shares shares of Common Stock underlying the RSUs RSU is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (jh) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledRSUs, the Participant irrevocably agrees to (x) never not to institute a any such claim against the Company, the Employer Employer, or any Affiliate of the other Subsidiaries or Affiliates of the Company; (i) for purposes of the RSUs, the Participant’s Employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and (y) waive his whether or her abilitynot later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to bring determine when the Participant is no longer actively providing services for purposes of his or her RSU grant (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such claimbenefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; (k) unless otherwise agreed with the Company, the RSUs and any shares of Common Stock acquired under the Plan and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or Affiliate; (l) the following provisions apply only if the Participant is providing services outside the United States: (1) the RSUs and the shares of Common Stock subject to the RSUs, and releases the income and value of same, are not part of normal or expected compensation or salary for any purpose; and (2) neither the Company, the Employer and all Affiliates from nor any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal Subsidiary or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (bii) the grant of RSUs are the Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsunits, or benefits in lieu of RSUsunits, even if RSUs units have been granted repeatedly in the past; (ciii) all decisions with respect to future grants of RSUs or other Unit grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (div) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationshiprelationship (if any) at any time; (fv) the Participant is voluntarily participating in the Plan; (gvi) the RSUs Units and the Ordinary Shares subject to the RSUs Units are not intended to replace any pension rights or compensation; (hvii) unless otherwise agreed with the RSUsCompany, the Ordinary Units and the Shares subject to the RSUs Units, and the income and value of same, are not granted as consideration for, or in connection with, the same are an extraordinary item service the Participant may provide as a director of compensation outside the scope a Subsidiary of the Participant’s employment Company; (viii) the Units and employment contractthe Shares subject to the Units, if any) and the income and value of same, are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (iix) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; (jx) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any, or of any employment law in the country where the Participant resides and/or is employed, even if otherwise applicable to the Participant’s employment benefits from the Employer), and in consideration of the grant of the RSUs Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the CompanyCompany or the Employer, the Employer or any Affiliate and (y) waive waives his or her ability, if any, to bring any such claim, and releases the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; and (kxi) if the Participant resides or is employed following provisions apply only to the Participants providing services outside the United States, as determined by the Participant acknowledges Company: (A) the Units and agrees the Shares subject to the Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and any Affiliate shall not be liable for any exchange rate fluctuation between which is outside the scope of the Participant’s local currency employment or service contract, if any; (B) the Units and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant Shares subject to the settlement Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the RSUs Company, the Employer or any Subsidiary; and (C) the subsequent sale of Unit grant and the Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Ordinary Shares acquired upon settlementSubsidiary.

Nature of Grant. In accepting the grant of the RSUsAward, the Participant Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsrestricted stock units, or benefits in lieu of RSUsrestricted stock units, even if RSUs restricted stock units have been granted in the past; (c) all decisions with respect to future grants of RSUs restricted stock units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant Grantee is voluntarily participating in the Plan; (ge) the RSUs Award and any shares of Stock acquired under the Ordinary Shares subject to the RSUs Plan are not intended to replace any pension rights or compensation; (hf) the RSUsAward and any shares of Stock acquired under the Plan, the Ordinary Shares subject to the RSUs and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (ig) the future value of the Ordinary Shares shares of Stock underlying the RSUs Award is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (jh) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Award resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the ParticipantGrantee’s termination of employment status as an employee (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant Grantee is employed or rendering services or the terms of the ParticipantGrantee’s employment agreement, if any), and in consideration of the grant of the RSUs Restricted Stock Units to which the Participant Grantee is otherwise not entitled, the Participant Grantee irrevocably agrees to (x) never to institute a any claim against the Company, the Employer Company or any Affiliate and (y) waive other Subsidiary or Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer Company and all Affiliates any other Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and (kj) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company and nor any other Subsidiary or Affiliate shall not be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the U.S. United States Dollar that may affect the value of the RSUs Award or of any amounts due to the Grantee pursuant to the settlement of the RSUs Award or the subsequent sale of any Ordinary Shares shares of Stock acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsthis Award, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the Award is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsAwards, or benefits in lieu of RSUsAwards, even if RSUs Awards have been granted in the past; (c) all decisions with respect to future grants of RSUs Awards or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs Award and the Ordinary Shares subject to the RSUs Award, and the income and value of same, are not intended to replace any pension rights or compensation; (hf) the RSUs, Award and the Ordinary Shares subject to the RSUs Award, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jh) no claim or entitlement to compensation or damages shall will arise from forfeiture of the RSUs Award resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, any Related Entity or the Employer or any Affiliate and (y) waive his or her Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall will be deemed irrevocably to have agreed not to pursue such claim and agrees agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the Shares subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (k) if neither the Participant resides or is employed outside the United StatesCompany, the Participant acknowledges and agrees that the Company and Employer nor any Affiliate Related Entity shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs Performance Shares or of any amounts due to Participant pursuant to the settlement of the RSUs Performance Shares or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the Award is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsrestricted stock units, or benefits in lieu of RSUsrestricted stock units, even if RSUs restricted stock units have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grantsrestricted stock units, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result grant of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs Award and the Participant’s your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the CompanyEmployer, the Employer Company or any Affiliate Related Corporation and shall not interfere with the ability of the Employer Employer, the Company or any Related Corporation to terminate the Participant’s your employment or service relationshiprelationship (if any); (fe) the Participant is you are voluntarily participating in the Plan; (gf) the RSUs Award and the Ordinary Shares subject to the RSUs Award are not intended to replace any pension rights or compensation; (hg) the RSUs, Award and the Ordinary Shares subject to the RSUs Award, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ih) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (ji) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Award resulting from the Participant your ceasing to have rights under provide employment or other services to be entitled to RSUsthe Company or the Employer (for any reason whatsoever, and whether or not as a result later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); (j) for purposes of the Participant’s Award, your employment will be considered terminated as of the date you cease to actively provide services to the Company or a Related Corporation; further, in the event of termination of your employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment agreement, if any), and unless otherwise provided in consideration this Agreement or determined by the Company, your right to vest in the Award, if any, will terminate effective as of the grant date that you are no longer actively providing services and will not be extended by any notice period (e.g., active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Company’s Chief Executive Officer shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSUs Award (including whether or not you may still be considered to which be providing services while on an approved leave of absence); (k) unless otherwise provided in the Participant is otherwise not entitledPlan or by the Company in its discretion, the Participant irrevocably agrees Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (xl) never the following provisions apply only if you are providing services outside the United States: (i) the Award and the Shares subject to institute a claim against the Award are not part of normal or expected compensation or salary for any purpose; (ii) neither the Company, the Employer or nor any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant Related Corporation shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the U.S. Dollar United States dollar that may affect the value of the RSUs Award or of any amounts due to you pursuant to the settlement of the RSUs Award or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUs, the Participant understands, acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided time in the Plan and this Agreementaccordance with its terms; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsAdministrator; (d) the Participant shall not be entitled RSU grant and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or service or be interpreted as forming or amending an employment or service contract with the Company, the Employer Company or any Affiliate other Subsidiary and shall not interfere with the ability of the Employer Company or any other Subsidiary, as applicable, to terminate the Participant’s 's employment or service relationshiprelationship (if any) at any time with or without cause; (fe) the Participant is voluntarily participating in the Plan; (gf) the RSUs and any Shares acquired under the Ordinary Shares subject to Plan, and the RSUs income and value of same, are not intended to replace any pension rights or compensationcompensation (if any); (hg) the RSUs, the Ordinary Shares subject to the RSUs and any Shares acquired under the Plan, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or benefits, welfare benefits or other similar paymentspayments (if any); (ih) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (ji) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result Participant's Termination of the Participant’s termination of employment Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed Applicable Laws or the terms of the Participant’s 's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Participant is ; (j) unless otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against agreed with the Company, the Employer or any Affiliate RSUs and (y) waive his or her ability, if any, to bring any such claimthe Shares underlying the RSUs, and releases the Companyincome and value of same, the Employer and all Affiliates from any such claim; ifare not granted as consideration for, notwithstanding the foregoingor in connection with, any such claim is allowed by services Participant may provide as a court director of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claima Subsidiary; and (k) if unless otherwise provided in the Participant resides Plan or is employed outside by the United StatesAdministrator, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency RSUs and the U.S. Dollar that may affect the value of benefits evidenced by this Agreement do not create any entitlement to have the RSUs or of any amounts due pursuant such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementCommon Stock.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees Recipient acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as unless otherwise provided in the Plan and this Agreement; (b) the grant of RSUs are the RSU is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; (c) , and all decisions with respect to future grants of RSUs or other RSU grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantRecipient’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract Continued Service with the Company, the Employer Company or any an Affiliate and shall not interfere with the ability of the Employer Company or an Affiliate to terminate the ParticipantRecipient’s employment service relationship at any time with or service relationshipwithout cause; (fd) the Participant Recipient is voluntarily participating in the Plan; (ge) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are RSU is an extraordinary item of compensation outside the scope of the Participant’s employment (benefit and employment contract, if any) and are is not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an Affiliate; (if) the future value of the Ordinary Shares underlying the RSUs shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty;, and if Recipient vests in the RSU and obtains shares of Common Stock, the value of those shares may increase or decrease in value; and (jg) in consideration of the grant of the RSU, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs RSU or diminution in value of the RSU or shares of Common Stock acquired through vesting of the RSU resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment Recipient’s Continuous Service by the Company or an Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), ) and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant Recipient irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer Company and all its Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant Recipient shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In By accepting the grant of the RSUs, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modifiedterminated, suspended or terminated amended by the Committee Company, in its sole discretion, at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, RSUs or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is you are voluntarily participating in the Plan; (ge) unless otherwise agreed with the Company, the RSUs and any Shares acquired upon vesting of the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary; (f) the RSUs and any Shares acquired under the Ordinary Shares subject to Plan, and the RSUs income from and value of same, are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certaintycertainty and the value of such Shares issued under the Plan may increase or decrease in the future; (jh) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, termination of your employment (regardless of the reason for the termination and whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (ki) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company and nor any Affiliate of its Subsidiaries shall not be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the U.S. United States Dollar that may affect the value of the RSUs Shares or of any amounts due pursuant to the settlement issuance of the RSUs Shares, or the subsequent sale of any Ordinary Shares acquired upon settlementunder the Plan.

Nature of Grant. In accepting the grant of the RSUsPerformance Shares, the Participant acknowledges, understands and agrees that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreement; extent permitted by the Plan; (b) the grant of RSUs are the Performance Shares is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsan award, or benefits in lieu of RSUsan award, even if RSUs Performance Shares have been granted in the past; ; (c) all decisions with respect to future grants of RSUs Performance Shares or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; Company; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; ; (ge) the RSUs Performance Shares and the Ordinary Shares subject to the RSUs Performance Shares, and the income from and value of same, are not intended to replace any pension rights or compensation; ; (hf) the RSUs, Performance Shares and the Ordinary Shares subject to the RSUs Performance Shares, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposepurposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; ; (ig) unless otherwise agreed with the Company in writing, the Performance Shares and the Shares subject to the Performance Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary; (h) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; ; (ji) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Performance Shares resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsMSU award grant, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are MSUs is extraordinary, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsMSUs, or benefits in lieu of RSUsMSUs, even if RSUs MSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs MSU or other award grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by is voluntarily participating in the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract further Service with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without Cause; f) an MSU grant will not be interpreted to form an employment or service relationshipcontract or relationship with the Company or an Affiliate; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and grant of MSUs, the Ordinary Shares subject to the RSUs MSUs, and the income and value of the same, are not intended to replace any pension rights or compensation; (h) the RSUsgrant of MSUs, the Ordinary Shares subject to the RSUs MSUs, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate; (i) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j) unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the MSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; k) unless otherwise agreed with the Company, the MSUs and the Shares subject to the MSUs, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate; l) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs MSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledMSUs, the Participant irrevocably agrees to (x) never not to institute a any claim against the Company or any Affiliate; and m) neither the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs MSUs or of any amounts due to the Participant pursuant to the settlement vesting of the RSUs MSUs or the subsequent sale of any Ordinary Shares acquired upon settlementShares.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (bii) the grant of RSUs are the Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsunits, or benefits in lieu of RSUsunits, even if RSUs units have been granted repeatedly in the past; (ciii) all decisions with respect to future grants of RSUs or other Unit grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (div) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationshiprelationship (if any) at any time; (fv) the Participant is voluntarily participating in the Plan; (gvi) the RSUs Units and the Ordinary Shares subject to the RSUs Units are not intended to replace any pension rights or compensation; (hvii) unless otherwise agreed with the RSUsCompany, the Ordinary Units and the Shares subject to the RSUs Units, and the income and value of same, are not granted as consideration for, or in connection with, the same are an extraordinary item service the Participant may provide as a director of compensation outside the scope a Subsidiary of the Participant’s employment Company; (viii) the Units and employment contractthe Shares subject to the Units, if any) and the income and value of same, are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (iix) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty;; and (jx) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of the Employment Agreement or of any employment laws law in the jurisdiction country where the Participant resides and/or is employed or the terms of employed, even if otherwise applicable to the Participant’s employment agreement, if anybenefits from the Employer), and in consideration of the grant of the RSUs Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the CompanyCompany or the Employer, the Employer or any Affiliate and (y) waive waives his or her ability, if any, to bring any such claim, and releases the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementclaims.

Nature of Grant. In accepting the grant of the RSUsOptions, the Participant optionee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and KO can amend, modify, suspend, cancel or terminate it may be modified, suspended or terminated by the Committee at any time, as provided in to the Plan and this Agreementextent permitted under the Plan; (b) the grant of RSUs are Options under the Plan is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsany Options, or benefits in lieu of RSUsany Options, even if RSUs Options have been granted repeatedly in the past; (c) all decisions determinations with respect to any future grants of RSUs awards, including, but not limited to, the times when Options shall be granted, the option price, and the time or other grants, if anytimes when each right shall be exercisable, will be at the sole discretion of the Company Committee; (d) participation in the Plan is voluntary; (e) the Option and any shares of KO Stock acquired under the Plan are not intended to replace any pension rights or compensation; (f) the Committeefuture value of the shares of KO Stock underlying the Option is unknown, as applicableindeterminable and cannot be predicted with certainty; (g) if the underlying shares of KO Stock do not increase in value, the Option will have no value; (h) if the optionee exercises the Option and acquires shares of Stock, the value of such shares of KO Stock may increase or decrease in value, even below the option price; (i) the Options and any shares of KO Stock acquired under the Plan and any income derived therefrom are not part of normal or expected compensation or salary for any purposes, including, but not limited to, the form and timing calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, the number of Ordinary Shares subject to awardslife or accident insurance benefits, and the vesting provisions applicable to the awardspension or retirement or welfare benefits or similar payments; (dj) for purposes of the Option, the optionee's employment or service relationship will be considered terminated as of the date the optionee is no longer actively providing services to the Company or an Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the optionee is employed or the terms of the optionee's employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) the Participant shall optionee's right to vest in the Option under the Plan, if any, will terminate as of such date and will not be entitled extended by any notice period (e.g., the optionee's period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the optionee is employed or the terms of the optionee's employment agreement, if any); and (ii) the period (if any) during which the optionee may exercise the Option after such termination of the optionee's employment or service relationship will commence on the date the optionee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the optionee is employed or terms of the optionee's employment agreement, if any; the Committee shall have the exclusive discretion to determine when the optionee is no longer actively providing services for purposes of the optionee's Option grant (including whether the optionee may still be considered to be providing services while on a leave of absence); (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the optionee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the optionee is employed or the terms of the optionee's employment agreement, if any), and in consideration of the grant of the Option to which the optionee is otherwise not entitled, the optionee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the optionee shall be deemed irrevocably to have waived agreed not to pursue such claim and agrees to execute any possible entitlement, and all documents necessary to any compensation for any loss he may suffer as a result request dismissal or withdrawal of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plansuch claim; (el) the Option grant of RSUs and the Participant’s optionee's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate Affiliate, and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and Affiliate, as applicable, to terminate the optionee's employment or service relationship (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim); and (km) if the Participant resides or optionee is employed providing services outside the United States, the Participant optionee acknowledges and agrees that neither the Company and Company, the Employer nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s optionee's local currency and the U.S. United States Dollar that may affect the value of the RSUs Option or of any amounts due to me pursuant to the settlement exercise of the RSUs Option or the subsequent sale of any Ordinary Shares shares of KO Stock acquired upon settlementexercise.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service services contract with the Company, the Employer Company or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationshipSubsidiary; (fe) the Participant is voluntarily participating in the Plan; (gf) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (hg) the RSUs, RSUs and the Ordinary Shares subject to the RSUs RSUs, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary; (i) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and ; (k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, the Employer Company or any Affiliate and (y) waive of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer Company and all Affiliates its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (kl) The following provision applies if the Participant resides or is employed providing services outside the United States, the Participant acknowledges and agrees that : neither the Company and nor any Affiliate Subsidiary shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsOption, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Option is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsOptions, or benefits in lieu of RSUs, Options even if RSUs Options have been granted repeatedly in the past; (c) all decisions with respect to future grants awards of RSUs or other grantsOptions, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) Participant’s participation in the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the PlanPlan is voluntary; (e) the grant of RSUs Option and the Participant’s participation in Shares subject to the Plan shall Option are extraordinary items that do not create a right constitute regular compensation for services rendered to employment the Company or be interpreted as forming an employment or service contract with the CompanyEmployer, and that are outside the Employer or any Affiliate and shall not interfere with the ability scope of the Employer to terminate the Participant’s employment or service relationshipcontract, if any; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs Option and the Ordinary Shares subject to the RSUs Option are not intended to replace any pension rights or compensation; (hg) the RSUs, Option and the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and Option are not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer, subject to Applicable Laws; (ih) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (i) Participant also understands that neither the Company nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Option (or the calculation of income or Tax-Related Items thereunder); (j) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Option resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreementApplicable Laws, if anyincluding, without limitation, applicable local labor laws), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, releases the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; by participating in the Planjurisdiction to have arisen, the Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency Option and the U.S. Dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the RSUs a merger, take-over or transfer of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementliability.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled RSU grant and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or other service relationship with the Company; (e) the RSU grant and participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the CompanyCompany or the Employer, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any affiliate of the Company, as applicable, to terminate the Participant’s employment or service relationshiprelationship (if any); (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares shares of Common Stock subject to the RSUs RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (h) the RSUs, RSUs and the Ordinary Shares shares of Common Stock subject to the RSUs RSUs, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposepurposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (i) unless otherwise agreed with the Company in writing, the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a subsidiary of the Company; (j) the future value of the Ordinary Shares underlying the RSUs shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (jk) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or engaged or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to ; and (xl) never to institute a claim against neither the Company, the Employer nor any other subsidiary or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court affiliate of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs RSU or of any amounts due to me pursuant to the settlement of the RSUs RSU or the subsequent sale of any Ordinary Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting By participating in the grant of the RSUsPlan, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreement; extent permitted by the Plan; (b) the grant of RSUs are the Restricted Stock Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUsRestricted Stock Units, even if RSUs Restricted Stock Units have been granted in the past; ; (c) all decisions with respect to future grants of RSUs or other grantsRestricted Stock Units, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; Company; (d) the Participant shall not be entitled Restricted Stock Unit grant and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant’s your employment or service relationship; relationship (fif any); (e) the Participant is you are voluntarily participating in the Plan; ; (gf) the RSUs and the Ordinary Shares subject to the RSUs Restricted Stock Units are not intended to replace any pension rights or compensation; ; (hg) the RSUsRestricted Stock Units, the Ordinary underlying Shares subject to the RSUs and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; ; (ih) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; ; (ji) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Restricted Stock Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment agreement, if any), and in consideration of the grant of the RSUs Restricted Stock Units to which the Participant is you are otherwise not entitled, the Participant you irrevocably agrees to (x) agree never to institute a any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer or any Affiliate and (y) Employer, waive his or her your ability, if any, to bring any such claim, and releases release the Company, its Subsidiaries and Affiliates and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (j) unless otherwise agreed with the Company in writing, the Restricted Stock Units, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (k) for purposes of the Restricted Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in Sections 3 through 6 of this Agreement or determined by the Participant resides Company, your right to vest in the Restricted Stock Units under this Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or is any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); and (l) the following provisions apply only if you are providing services outside the United States: (A) the Restricted Stock Units, the Participant acknowledges underlying Shares, and agrees that the Company income and value of same are not part of normal or expected compensation or salary for any purpose; and (B) neither the Company, the Employer nor any Subsidiary or Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s your local currency and the U.S. Dollar dollar that may affect the value of the RSUs Restricted Stock Units or of any amounts amount due to you pursuant to the settlement of the RSUs Restricted Stock Units or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, except as otherwise provided in the Plan and this AgreementPlan; (b2) the grant of RSUs are the PSUs is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPSUs, or benefits in lieu of RSUsPSUs, even if RSUs PSUs have been granted repeatedly in the past; (c3) all decisions with respect to future grants of RSUs or other PSUs grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d4) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is you are voluntarily participating in the Plan; (g5) the RSUs PSUs and the Ordinary Shares subject to the RSUs PSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any; (6) the PSUs and the Ordinary Shares subject to the PSUs are not intended to replace any pension rights or compensation; (h7) the RSUs, PSUs and the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and PSUs are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate; (i8) the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate; (9) the future value of the underlying Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j10) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where the Participant is you are employed or rendering services, or the terms of the Participant’s your employment agreement, if any), and in consideration of the grant of the RSUs PSUs to which the Participant is you are otherwise not entitled, the Participant you irrevocably agrees to (x) agree never to institute a any claim against the CompanyCompany or the Affiliate employing or retaining you, the Employer or any Affiliate and (y) waive his or her your ability, if any, to bring any such claim, and releases release the Company, Company and the Employer and all Affiliates Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k11) if you acknowledge and agree that neither the Participant resides or is employed outside the United StatesCompany, the Participant acknowledges and agrees that the Company and Affiliate employing or retaining you nor any other Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency of the country in which you reside and the U.S. United States Dollar that may affect the value of the RSUs PSUs or of any amounts due to you pursuant to the settlement of the RSUs PSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (bii) the grant of the RSUs are is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsrestricted stock units, or benefits in lieu of RSUsrestricted stock units, even if RSUs restricted stock units have been granted repeatedly in the past; (ciii) all decisions with respect to future grants of RSUs or other RSU grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (div) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationshiprelationship (if any) at any time; (fv) the Participant is voluntarily participating in the Plan; (gvi) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (hvii) unless otherwise agreed with the RSUsCompany, the Ordinary RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary of the Company; (viii) the RSUs and the Shares subject to the RSUs, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (iix) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty;; and (jx) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of the Employment Agreement or of any employment laws law in the jurisdiction country where the Participant resides and/or is employed or the terms of employed, even if otherwise applicable to the Participant’s employment agreement, if anybenefits from the Employer), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the CompanyCompany or the Employer, the Employer or any Affiliate and (y) waive waives his or her ability, if any, to bring any such claim, and releases the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementclaims.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, except as otherwise provided in the Plan and this Agreement;Plan. (b2) the grant of RSUs are the PSUs is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPSUs, or benefits in lieu of RSUsthe PSUs, even if RSUs PSUs have been granted repeatedly in the past; (c3) all decisions with respect to future grants of RSUs or other PSU grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d4) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is you are voluntarily participating in the Plan; (g5) the RSUs PSUs and the Ordinary Shares subject to the RSUs PSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any; (6) the PSUs and the Ordinary Shares subject to the PSUs are not intended to replace any pension rights or compensation; (h7) the RSUs, PSUs and the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and PSUs are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate; (i8) the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate; (9) the future value of the underlying Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j10) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where the Participant is you are employed or rendering services, or the terms of the Participant’s your employment agreement, if any), and in consideration of the grant of the RSUs PSUs to which the Participant is you are otherwise not entitled, the Participant you irrevocably agrees to (x) agree never to institute a any claim against the CompanyCompany or the Affiliate employing or retaining you, the Employer or any Affiliate and (y) waive his or her your ability, if any, to bring any such claim, and releases release the Company, Company and the Employer and all Affiliates Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k11) if you acknowledge and agree that neither the Participant resides or is employed outside the United StatesCompany, the Participant acknowledges and agrees that the Company and Affiliate employing or retaining you nor any other Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency of the country in which you reside and the U.S. United States Dollar that may affect the value of the RSUs PSUs or of any amounts due to you pursuant to the settlement of the RSUs PSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the PSUs, the Participant acknowledges that: (a) the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan PSUs is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPSUs, or benefits in lieu of RSUs, PSUs even if RSUs PSUs have been granted repeatedly in the past; ; (cb) all decisions with respect to future grants Awards of RSUs or other grantsPSUs, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; Company; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ic) the future value of the Ordinary Shares underlying the RSUs Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (jd) in consideration of the Award of PSUs, no claim or entitlement to compensation or damages shall will arise from forfeiture termination of the RSUs PSUs or any diminution in value of the PSUs or Stock received when the PSUs vest resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws laws), and the Participant irrevocably releases the Company, the Parent, the Subsidiary and Affiliate from any such claim that may arise; (e) in the jurisdiction where the Participant is employed or the terms event of involuntary termination of the Participant’s employment agreement, if any(whether or not in breach of local employment laws), the Participant’s right to receive PSUs and in consideration of vest under the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her abilityPlan, if any, to bring will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any such claimnotice period mandated under local law or contract, and releases the CompanyCompany will have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the PSUs; (f) the Company is not providing any tax, legal or financial advice, nor is the Employer and all Affiliates from Company making any such claim; if, notwithstanding recommendations regarding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating Participant’s participation in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value acquisition or sale of the RSUs underlying Stock; and (g) the Participant is hereby advised to consult with his or of her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any amounts due pursuant action related to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementPlan.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (bii) the grant of RSUs are the Award is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsawards, or benefits in lieu of RSUsawards, even if RSUs awards have been granted repeatedly in the past; (ciii) all decisions with respect to future grants of RSUs or other award grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (div) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to further employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationshiprelationship (if any) at any time; (fv) the Participant is voluntarily participating in the Plan; (gvi) the RSUs and the Ordinary Shares subject to the RSUs are Award is not intended to replace any pension rights or compensation; (hvii) unless otherwise agreed with the RSUsCompany, the Ordinary Shares subject to Award, including the RSUs income and the value of the same are an extraordinary item Award, is not granted as consideration for, or in connection with, the service the Participant may provide as a director of compensation outside the scope a Subsidiary of the Participant’s employment Company; (viii) the Award, including the income and employment contractvalue of the Award, if any) and are is not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;; and (i) the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (jix) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Award resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of continuous employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of the Employment Agreement, if any, or of any employment laws law in the jurisdiction country where the Participant resides and/or is employed or the terms of employed, even if otherwise applicable to the Participant’s employment agreement, if anybenefits from the Employer), and in consideration of the grant of the RSUs Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the CompanyCompany or the Employer, the Employer or any Affiliate and (y) waive waives his or her ability, if any, to bring any such claim, and releases the Company, Company and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementclaims.

Nature of Grant. In accepting the grant of the RSUs, the Participant Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the RSU is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the RSU grant of RSUs and the ParticipantGrantee’s participation in the Plan shall not create a right to employment Employment or be interpreted as forming an employment or service services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the ParticipantGrantee’s employment or service relationshipEmployment; (fe) the Participant Grantee is voluntarily participating in the Plan; (gf) the RSUs RSU and the Ordinary Shares subject to the RSUs RSU are not intended to replace any pension rights or compensation; (hg) the RSUs, RSU and the Ordinary Shares subject to the RSUs RSU, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) unless otherwise agreed with the Company, the RSU and the Shares subject to the RSU, and the income and value of same, are not granted as consideration for, or in connection with, services the Grantee may provide as a director of an Affiliate of the Company; i) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs this Award resulting from the Participant ceasing to have rights under or to be entitled to RSUstermination of the Grantee’s Employment, whether or not as a result of by the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed Grantee or the terms of Employer; and k) the Participant’s employment agreement, if any), Grantee acknowledges and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against that neither the Company, the Employer nor any Subsidiary or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the U.S. United States Dollar that may affect the value of the RSUs RSU or of any amounts due to the Grantee pursuant to the settlement of the RSUs RSU or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Performance Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPerformance Units, or benefits in lieu of RSUsPerformance Units, even if RSUs Performance Units have been granted in the past; (cb) all decisions with respect to future grants of RSUs Performance Units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gd) the RSUs Performance Units and the Ordinary Shares subject to the RSUs Performance Units are not intended to replace any pension rights or compensation; (he) the RSUs, Performance Units and the Ordinary Shares subject to the RSUs Performance Units, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (if) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certaintypredicted; (jg) for purposes of the Performance Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Performance Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Performance Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i) the following provisions apply only if Participant is providing services outside the United States: (i) the Performance Units and the Shares subject to the Performance Units are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Performance Units or of any amounts due to Participant pursuant to the settlement of the Performance Units or the subsequent sale of any Shares acquired upon settlement; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Performance Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of Participant’s status as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs Performance Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, any Parent or Subsidiary or the Employer or any Affiliate and (y) waive Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Employer and all Affiliates Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the Performance Share Units is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPerformance Share Units, or benefits in lieu of RSUsPerformance Share Units, even if RSUs Performance Share Units have been granted in the past; (c) all decisions with respect to future grants of RSUs Performance Share Units or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs Performance Share Units and the Ordinary Shares subject to the RSUs Performance Share Units are not intended to replace any pension rights or compensation; (hf) the RSUs, Performance Share Units and the Ordinary Shares subject to the RSUs Performance Share Units, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the underlying Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; (h) for purposes of the Performance Share Units, Participant’s status as an employee or other service provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a service provider or the terms of Participant’s service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Administrator, Participant’s right to vest in the Performance Share Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a service provider or the terms of Participant’s service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Performance Share Units grant (including whether Participant may still be considered to be providing services while on a leave of absence); (i) unless otherwise provided in the Plan or by the Company in its discretion, the Performance Share Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Performance Share Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Ordinary Shares; and (j) the following provisions apply only if Participant is providing services outside the United States: i. the Performance Share Units and the Ordinary Shares subject to the Performance Share Units are not part of normal or expected compensation or salary for any purpose; ii. Participant acknowledges and agrees that none of the Company, the Employer, or any parent or Subsidiary of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Performance Share Units or of any amounts due to Participant pursuant to the settlement of the Performance Share Units or the subsequent sale of any Ordinary Shares acquired upon settlement; and iii. no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Performance Share Units resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment or other service with the Company or its Subsidiaries (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed an employee or other service provider or the terms of the Participant’s employment service agreement, if any), and in consideration of the grant of the RSUs Performance Share Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, any Subsidiary or the Employer or any Affiliate and (y) waive Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any parent of the Company, any Subsidiary and the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsAward, the Participant Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Partnership at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the REUs is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsgrants, or benefits in lieu of RSUsREUs, even if RSUs REUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other grantsREUs, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsPartnership; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantGrantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract further Employment with the Company, the Employer or any Affiliate Designated Service Recipient and shall not interfere with the ability of the Employer Designated Service Recipient to terminate the ParticipantGrantee’s employment Employment or service relationshiprelationship (if any) at any time; (fe) the Participant Grantee is voluntarily participating in the Plan; (gf) the RSUs REUs and the Ordinary Shares Common Units subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUsREUs, the Ordinary Shares subject to the RSUs and the income and value of the same same, are an extraordinary item of compensation items, which are outside the scope of the ParticipantGrantee’s employment (and employment Employment or service contract, if any; (g) the REUs and the Common Units subject to the REUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the grant of REUs and the Grantee’s participation in the Plan will not be interpreted to form an Employment or service contract or relationship with the Partnership, the Designated Service Recipient or any Affiliate; (i) the future value of the Ordinary Shares underlying the RSUs Common Units is unknown, indeterminable and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs REUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the ParticipantGrantee’s termination of employment Employment (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if anyinvalid), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledREUs, the Participant irrevocably Grantee agrees to (x) never not to institute a any claim against the CompanyPartnership, the Employer Designated Service Recipient or any Affiliate Affiliate; (k) unless otherwise agreed with the Partnership in writing, the REUs and the Common Units subject to the REUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of the Designated Service Recipient, the Partnership or any Affiliate; (yl) waive his or her abilitysubject to Section 9 of the Plan, the REUs and the benefits under the Plan, if any, will not automatically transfer to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating another company in the Plancase of a merger, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal take-over or withdrawal transfer of such claimliability; and (km) the following provisions apply only if the Participant resides or Grantee is employed providing services outside the United States: (i) the REUs and the Common Units subject to the REUs, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; (ii) the REUs and the Common Units subject to the REUs, and the income and value of same, are not intended to replace any pension rights or compensation; and (iii) neither the Designated Service Recipient, the Participant acknowledges and agrees that the Company and Partnership nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the ParticipantGrantee’s local currency and the U.S. United States Dollar that may affect the value of the RSUs REUs or of any amounts due to the Grantee pursuant to the settlement vesting of the RSUs REUs or the subsequent sale of any Ordinary Shares Common Units acquired upon settlementvesting.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Partnership, at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the DRUs is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsDRUs, or benefits in lieu of RSUsDRUs, even if RSUs DRUs have been granted in the past; (c) all decisions with respect to future grants of RSUs DRUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsPartnership; (d) the granting of the DRUs evidenced by this Award Agreement shall impose no obligation on the Partnership or any Affiliate to continue the Services of the Participant and shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of lessen or affect the exercise by the Company or the Committee of, Partnership’s or its failure Affiliate’s right to exercise, any terminate the Services of the discretions given to it by the Plansuch Participant; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gf) the RSUs DRUs and the Ordinary Shares Common Units subject to the RSUs DRUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hg) the RSUs, DRUs and the Ordinary Shares Common Units subject to the RSUs DRUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the DRUs should in no event be considered as compensation for, or relating in any way to, past services for the Partnership, the Employer or any Affiliate; (i) unless otherwise agreed with the Partnership, the DRUs and the Common Units subject to the DRUs, and the income from and value of same, are not granted as consideration for, or in connection with, the Services Participant may provide as a director of an Affiliate; (j) the future value of the Ordinary Shares underlying the RSUs Common Units is unknown, indeterminable and cannot be predicted with certainty; (jk) in the event of termination of the Participant’s Services for any reason, except as set forth in Sections 3(b) and 4(b) (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), unless otherwise determined by the Partnership, the Participant’s right to vest in the DRUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing Services and will not be extended by any notice period (e.g., active Services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed, or the terms of the Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing Services for purposes of the DRUs grant (including whether the Participant may still be considered to be providing Services while on an approved leave of absence); and (l) in addition to the provisions above in this Section 8, the following provisions apply if the Participant is providing Services outside the United States: (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs DRUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment (Services as set forth in Section 3(c), 4(c) or 4(d) above for any reason whatsoever, (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledDRUs, the Participant irrevocably agrees to (x) never not to institute a any claim against the Company, the Employer Partnership or any Affiliate Affiliate; (ii) the DRUs and (y) waive his the Common Units subject to the DRUs are not part of normal or her ability, if any, to bring expected compensation or salary for any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimpurpose; and (kiii) if neither the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and Partnership nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs DRUs or of any amounts due to the Participant pursuant to the settlement of the RSUs DRUs or the subsequent sale of any Ordinary Shares Common Units acquired upon settlement.

Nature of Grant. In accepting the grant of the Performance RSUs, the Participant acknowledges, understands and agrees you acknowledge that: (a) : • the Plan is established voluntarily by the CompanyBWXT, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee BWXT at any time, as provided in the Plan and this Agreement; (b) ; • the grant of the Performance RSUs are is voluntary and occasional and do does not create any contractual or other right to receive future grants of Performance RSUs, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted repeatedly in the past; (c) ; • all decisions with respect to future grants of Performance RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is BWXT; • you are voluntarily participating in the Plan; (g) ; • the Performance RSUs and the Ordinary Shares subject to the Performance RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to BWXT or the Employer, and which is outside the scope of your employment contract, if any; • the Performance RSUs and the Shares subject to the Performance RSUs are not intended to replace any pension rights or compensation; (h) ; • the RSUs, Performance RSUs and the Ordinary Shares subject to the Performance RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) payments and in no event should be considered as compensation for, or relating in any way to, past services for BWXT, the Employer, or any Subsidiary; • the Performance RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with BWXT or any Subsidiary; • the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; (j) ; • in consideration of the grant of the Performance RSUs, and except to the minimum extent prohibited by the provincial minimum standards legislation as may be applicable to you, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment your service with BWXT or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), ) and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant you irrevocably agrees to (x) never to institute a claim against the Company, release BWXT and the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; by participating in the Planjurisdiction to have arisen, the Participant you shall be deemed irrevocably to have agreed not waive any entitlement to pursue such claim claim; • for purposes of the Agreement, the date of occurrence of your termination of employment by BWXT or a Subsidiary is the later of: (a) the date that you actually cease to perform services for BWXT or a Subsidiary, as recorded by BWXT or its Subsidiary, as applicable; and agrees (b) the last day of the period during which you are entitled to execute notice of termination under applicable minimum employment standards legislation (the “Termination Date”). For greater certainty, the Termination Date shall be determined without reference to any statutory severance or any contractual or common law notice of termination of which you are in receipt or may be eligible to receive at common law, pursuant to a contract, or otherwise; and all documents necessary no grants or damages in lieu thereof are payable with respect to request dismissal any applicable statutory severance period or withdrawal contractual or common law notice period. Notwithstanding the foregoing, in no event will you receive less under the Agreement than that required by applicable minimum employment standards legislation. BWXT and its Subsidiaries reserve the right to terminate the employment of any person, regardless of the effect of such claimtermination of employment on entitlements under the Agreement. You hereby waive, and irrevocably release BWXT and its Subsidiaries from, any claim or entitlement to compensation or damages that may arise from any forfeiture of the Performance RSUs as a result of the cessation of vesting on the Termination Date; and (k) notwithstanding the foregoing, if the Participant resides or is employed outside the United Statesyour service terminates due to certain termination events as described in this Agreement, the Participant acknowledges Performance RSUs will be fully vested as of the date of death; and agrees that • the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency Performance RSUs and the U.S. Dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the RSUs a merger, take-over or transfer of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementliability.

Nature of Grant. In accepting the grant of the RSUshereunder, the Participant acknowledges, understands acknowledges and agrees that: : (ai) the 2022 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time; (ii) the Participant has read the 2022 Plan and any PSUs granted under it shall be subject to all of the terms and conditions of the 2022 Plan, as provided in including but not limited to the power of the Committee to interpret and determine the terms and provisions of the 2022 Plan and this Agreement; Award Agreement and to make all determinations necessary or advisable for the administration of the 2022 Plan, all of which interpretations and determinations shall be final and binding; (biii) the grant of RSUs are voluntary and occasional and do PSU does not create any contractual or other right to receive future grants of RSUsPSUs, or benefits in lieu of RSUsPSUs, even if RSUs have been granted or any other Plan benefits in the past; future; (civ) all decisions with respect nothing contained in this Award Agreement is intended to future grants of RSUs create or enlarge any other grants, if any, will be at the sole discretion of contractual obligations between the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs Employer and the Participant’s participation in ; (v) any grant under the Plan shall 2022 Plan, including any grant of PSUs, is not create a right to employment part of normal or be interpreted as forming an employment expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or service contract with the Company, the Employer retirement benefits or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; similar payments; (fvi) the Participant is voluntarily participating in the 2022 Plan; ; (g) the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ivii) the future value of the Ordinary Shares underlying the RSUs PSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; ; (jviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the RSUs PSUs, the amount realized upon settlement of the PSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PSUs, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate, and (ix) the PSUs and the underlying Shares are not granted to the Participant ceasing for prior services rendered to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases Subsidiaries. Without limiting the Company, the Employer and all Affiliates from any such claim; if, notwithstanding generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions of any award of PSUs to correct for any windfalls or shortfalls in such claim is allowed by a court of competent jurisdiction; by participating PSUs which, in the PlanCommittee's determination, arise from factors beyond the Participant Participant's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in Section 162(m)(3) of the Code, shall be deemed irrevocably limited to have agreed decreasing, and not to pursue increasing, such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementPSU.

Nature of Grant. In By accepting the grant of the RSUsAward, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are PSUs is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPSUs, or benefits in lieu of RSUsPSUs, even if RSUs PSUs have been granted in the past; (c) all decisions with respect to future PSU grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs PSUs and the Ordinary Shares subject to underlying the RSUs PSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hf) the RSUs, the Ordinary Shares subject to the RSUs PSUs and the Shares underlying the PSUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purposepurposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; (ig) the future value of the Ordinary Shares shares underlying the RSUs PSUs is unknown, indeterminable and cannot be predicted with certainty;; and (jh) no claim or entitlement to compensation or damages shall will arise from forfeiture of the RSUs PSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of (a) the Participant’s termination of employment Service (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service agreement, if any), and in consideration ) or (b) the application of the grant Section 13(c) of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against this Agreement or any compensation recovery or clawback policies adopted by the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in the Plan and this Agreement; (b) the grant of the RSUs are is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs or other RSU grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s your participation in the Plan shall will not create a right to further employment or be interpreted as forming an employment or service contract with the Company, Company or the Employer or any Affiliate and shall will not interfere with the ability of the Company or the Employer to terminate the Participant’s your employment or service relationshiprelationship at any time; (fe) the Participant is you are voluntarily participating in the Plan; (gf) the RSUs and the Ordinary Shares subject to the RSUs, and the value and income of such RSUs and Shares, are not intended to replace any pension rights or compensation; (hg) the RSUs, RSUs and the Ordinary Shares subject to the RSUs RSUs, and the value and income of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (such RSUs and employment contractShares, if any) and are not part of normal or expected compensation or salary for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the RSU grant and your participation in the Plan will not be interpreted to form an employment contract or other service relationship with the Company, the Employer or any of their respective Parents, Subsidiaries or Affiliates; (i) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable unknown and cannot be predicted with certainty; (j) no claim or entitlement to compensation or damages shall will arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of your status as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if anyApplicable Laws), and in consideration of the grant of the RSUs to which the Participant is you are otherwise not entitled, the Participant you irrevocably agrees to (x) agree never to institute a any claim against the Company, the Employer, any Parent or any of their respective Parents, Subsidiaries or Affiliates, waive your ability, if any, to bring such claim against the Company, the Employer or any Affiliate and (y) waive his of their respective Parents, Subsidiaries or her ability, if any, to bring any such claimAffiliates, and releases release the Company, the Employer and all or any of their respective Parents, Subsidiaries or Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall you will be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary necessary, or reasonably requested by the Company, to request dismissal or withdrawal of such claimclaims; (k) in the event of termination of your status as a Service Provider (for any reason whatsoever and whether or not in breach of Applicable Laws), your right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively employed or providing services and will not be extended by any notice period mandated under applicable local laws (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to Applicable Laws); the Administrator will have the exclusive discretion to determine when you are no longer actively employed or providing services for purposes of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence); (l) the RSUs and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger of the Company with or into another company or the sale of substantially all of the assets of the Company; and (km) the following provisions apply only if the Participant resides or is employed you are providing services outside the United States: (1) the RSUs and the Shares subject to the RSUs, and the value and income of same, are not part of normal or expected compensation or salary for any purpose; and (2) none of the Company, the Participant acknowledges and agrees that the Company and Employer, or any Affiliate shall not of their respective Parents, Subsidiaries or Affiliates will be liable for any foreign exchange rate fluctuation between the Participant’s any local currency and the U.S. United States Dollar that may affect the value of the RSUs or of RSUs, any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsyou understand, the Participant acknowledges, understands acknowledge and agrees agree that: (a) 4.1.1 the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) 4.1.2 the grant of RSUs are the PBRSUs is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsPBRSUs, or benefits in lieu of RSUsthe PBRSUs, even if RSUs PBRSUs have been granted in the past; (c) 4.1.3 all decisions with respect to future grants of RSUs or other grantsthe PBRSUs, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) 4.1.4 the Participant shall not be entitled PBRSU grant and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer (as defined in 14.7) or any other Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any other Subsidiary or Affiliate, as applicable, to terminate the Participant’s your employment or service relationshiprelationship (if any); (f) the Participant is 4.1.5 you are voluntarily participating in the Plan; (g) 4.1.6 the RSUs grant of the PBRSUs and the Ordinary Shares shares of common stock subject to the RSUs PBRSUs, and the income and value of same, are not intended to replace any pension rights or compensation; (h) 4.1.7 the RSUs, PBRSUs and the Ordinary Shares shares of common stock subject to the RSUs PBRSUs, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) 4.1.8 the future value of the Ordinary Shares underlying the RSUs shares of common stock is unknown, indeterminable and cannot be predicted with certainty; (j) 4.1.9 unless otherwise agreed with the Company, the PBRSUs and the shares of common stock subject to the PBRSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of the Company; 4.1.10 no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs PBRSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of your employment (as defined in 3.5) by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is you are employed or the terms of the Participant’s your employment or service agreement, if any), ) and in consideration of the grant of the RSUs PBRSUs to which the Participant is you are otherwise not entitled, the Participant you irrevocably agrees to (x) agree never to institute a any claim against the Company, the Employer or any Affiliate and (y) other Subsidiary or Affiliate, to waive his or her your ability, if any, to bring any such claim, and releases to release the Company, the Employer and all other Subsidiaries and Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant you shall be deemed irrevocably to have agreed not to pursue such claim and agrees agree to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; and (k) if the Participant resides or is employed outside the United States4.1.11 except as provided in 8.2, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency PBRSUs and the U.S. Dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the RSUs a merger, take-over or transfer of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementliability.

Nature of Grant. In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modifiedamended, suspended or terminated by the Committee Company at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of the RSUs are is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future grants of RSUs RSU or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (ge) the RSUs and any shares of Common Stock acquired under the Ordinary Shares subject to Plan, and the RSUs income and value of the same, are not intended to replace any pension rights or compensation; (hf) the RSUs, the Ordinary Shares subject to the RSUs and any shares of Common Stock acquired under the Plan, and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ig) the future value of the Ordinary Shares shares of Common Stock underlying the RSUs RSU is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (jh) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment Employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledRSUs, the Participant irrevocably agrees to (x) never not to institute a any such claim against the Company, the Employer Employer, or any Affiliate of the other Subsidiaries or Affiliates of the Company; (i) for purposes of the RSUs, the Participant’s Employment or service relationship will be considered terminated as of the date the Participant is no longer actively providing services to the Company, the Employer, or any of the Subsidiaries or Affiliates of the Company (regardless of the reason for such termination and (y) waive his whether or her abilitynot later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to bring determine when the Participant is no longer actively providing services for purposes of his or her RSU grant (including whether the Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such claimbenefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; (k) unless otherwise agreed with the Company, the RSUs and any shares of Common Stock acquired under the Plan and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or Affiliate; (l) the following provisions apply only if the Participant is providing services outside the United States: 1. the RSUs and the shares of Common Stock subject to the RSUs, and releases the income and value of same, are not part of normal or expected compensation or salary for any purpose; and 2. neither the Company, the Employer and all Affiliates from nor any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal Subsidiary or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Committee Partnership, at any time, as provided in to the Plan and this Agreementextent permitted by the Plan; (b) the grant of RSUs are the DRUs is exceptional, voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsDRUs, or benefits in lieu of RSUsDRUs, even if RSUs DRUs have been granted in the past; (c) all decisions with respect to future grants of RSUs DRUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsPartnership; (d) the granting of the DRUs evidenced by this Award Agreement shall impose no obligation on the Partnership or any Affiliate to continue the Services of the Participant and shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of lessen or affect the exercise by the Company or the Committee of, Partnership’s or its failure Affiliate’s right to exercise, any terminate the Services of the discretions given to it by the Plansuch Participant; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gf) the RSUs DRUs and the Ordinary Shares Common Units subject to the RSUs DRUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (hg) the RSUs, DRUs and the Ordinary Shares Common Units subject to the RSUs DRUs, and the income from and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) unless otherwise agreed with the Partnership, the DRUs and the Common Units subject to the DRUs, and the income from and value of same, are not granted as consideration for, or in connection with, the Services Participant may provide as a director of an Affiliate; (i) the future value of the Ordinary Shares underlying the RSUs Common Units is unknown, indeterminable and cannot be predicted with certainty; (j) in the event of termination of the Participant’s Services for any reason, except as set forth in Sections 3(b), 3(c), 4(b) and 4(c) (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), unless otherwise determined by the Partnership, the Participant’s right to vest in the DRUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing Services and will not be extended by any notice period (e.g., active Services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed, or the terms of the Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing Services for purposes of the DRUs grant (including whether the Participant may still be considered to be providing Services while on an approved leave of absence); and (k) in addition to the provisions above in this Section 7, the following provisions apply if the Participant is providing Services outside the United States: (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs DRUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result termination of the Participant’s termination of employment (Services as set forth in Section 3(d) or 4(e) above for any reason whatsoever, (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitledDRUs, the Participant irrevocably agrees to (x) never not to institute a any claim against the Company, the Employer Partnership or any Affiliate Affiliate; (ii) the DRUs and (y) waive his the Common Units subject to the DRUs are not part of normal or her ability, if any, to bring expected compensation or salary for any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimpurpose; and (kiii) if neither the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and Partnership nor any Affiliate shall not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. United States Dollar that may affect the value of the RSUs DRUs or of any amounts due to the Participant pursuant to the settlement of the RSUs DRUs or the subsequent sale of any Ordinary Shares Common Units acquired upon settlement.

Nature of Grant. In accepting the grant of the RSUsBy signing this Agreement, the Participant acknowledges, understands and agrees Grantee acknowledges that: (a) The Company has established the Plan is established voluntarily by the Companyvoluntarily, it is discretionary in nature and the Company may modify, amend, suspend or terminate it may be modified, suspended or terminated by the Committee at any time, as unless otherwise provided in the Plan and this Agreement; (b) the The grant of the RSUs are is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; (c) all All decisions with respect to future grants of RSUs or other grantsRSUs, if any, will shall be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (d) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the ParticipantThe Grantee’s participation in the Plan shall does not create a right to employment or be interpreted as forming an employment or service contract right or a right to further employment or service with the Company, Grantee’s employer (the Employer or any Affiliate “Employer”) and shall not interfere with the ability of the Employer to terminate the ParticipantGrantee’s employment service relationship at any time, with or service relationshipwithout cause; (fe) the Participant The Grantee is voluntarily participating in the Plan; (gf) the The RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (h) the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation that is outside the scope of the ParticipantGrantee’s employment (and employment or service contract, if any, and that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer; (g) and The RSUs are not part of normal or expected compensation or salary for any purposepurposes, including including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) The grant, vesting, and/or delivery of the RSUs under this Agreement does not constitute an employment contract or relationship or service contract or right between Grantee and the Company (or any Parent, Subsidiary, or successor of the Company); (i) the The future value of the Ordinary Shares underlying the RSUs shares is unknown, indeterminable unknown and cannot be predicted with certainty; (j) If shares are delivered on vesting of the RSUs, or if the Grantee elects to defer delivery of the shares, the shares in either case may increase or decrease in value, even below their value on the date of grant or the date(s) of vesting; (k) In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the RSUs or diminution in value of the RSUs or shares purchased through exercise of the RSUs, if any, resulting from Grantee’s Separation from Service by the Participant ceasing to have rights under Company or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of Grantee irrevocably releases the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, Company and the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction; jurisdiction to have arisen, then, by participating in the Plansigning this Agreement, the Participant Grantee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (kl) if Notwithstanding any terms or conditions of the Participant resides Plan to the contrary, in the event of Grantee’s Separation from Service (whether or is employed outside the United Statesnot in breach of local labor laws), the Participant acknowledges Grantee’s right to vest in and/or receive the RSUs under the Plan, if any, will terminate effective as of the date of such Separation from Service (or the 409A Delay Period, if applicable) and agrees that the Company and any Affiliate shall will not be liable for extended by any exchange rate fluctuation between the Participant’s notice period mandated under local currency law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law) and the U.S. Dollar that may affect Committee shall have the value exclusive discretion to determine whether the Grantee’s status as a service provider has terminated for purposes of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlementthis Agreement.

Nature of Grant. In accepting the grant of the RSUsgrant, the Participant acknowledges, understands understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement; (b) the grant of RSUs are the Shares of Restricted Stock is voluntary and occasional and do does not create any contractual or other right to receive future grants of RSUsShares of Restricted stock, or benefits in lieu of RSUsShares of Restricted Stock, even if RSUs Shares of Restricted Stock have been granted in the past; (cb) all decisions with respect to future grants Award of RSUs Restricted Stock or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awardsCompany; (dc) the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan; (e) the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship; (f) the Participant is voluntarily participating in the Plan; (gd) the RSUs and the Ordinary Shares subject to the RSUs of Restricted Stock are not intended to replace any pension rights or compensation; (he) the RSUsShares of Restricted Stock, the Ordinary Shares subject to the RSUs and the income and value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contractsame, if any) and are not part of normal or expected compensation for any purpose, including purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (if) the future value of the Ordinary underlying Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certaintypredicted; (jg) for purposes of this Award, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Shares of Restricted Stock under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law); (h) unless otherwise provided in the Plan or by the Company in its discretion, the Shares of Restricted Stock and the benefits evidenced by this Award Agreement do not create any entitlement to have the Shares of Restricted Stock or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (i) the following provisions apply only if Participant is providing services outside the United States: (1) the Shares of Restricted Stock are not part of normal or expected compensation or salary for any purpose; (2) Participant acknowledges and agrees that none of the Company, the Employer or any Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Shares of Restricted Stock or of any amounts due to Participant pursuant to the vesting of the Shares of Restricted Stock or the subsequent sale of any Shares acquired upon settlement; and (3) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs Shares of Restricted Stock resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not termination of Participant’s status as a result of the Participant’s termination of employment Service Provider (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed a Service Provider or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of the RSUs Shares of Restricted Stock to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a any claim against the Company, the Employer any Parent or any Affiliate and (y) waive Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates any Parent or Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; , then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (k) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.