Common use of Nature of Grant Clause in Contracts

Nature of Grant. In accepting the Award, the 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, 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; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by except as otherwise provided in the Plan; (b2) the grant of the Award RSUs is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other RSU grants, if any, will be at the sole discretion of the Company; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is you are voluntarily participating in the Plan; (f5) the Award RSUs and any shares the Ordinary Shares subject to the RSUs are an extraordinary item and which is outside the scope of Stock acquired under your employment or service contract, if any; (6) the Plan RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation; (g7) the Award and any shares of Stock acquired under the Plan, RSUs and the income and value of same, Ordinary Shares subject to the RSUs are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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; (h8) 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 shares of Stock underlying the Award Ordinary Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i10) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award RSUs resulting from the termination of the Grantee’s employment relationship 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 Grantee is you are employed or rendering services, or the terms of the Grantee’s your employment agreement, if any); (j) unless , and in consideration of the grant of the RSUs to which you are otherwise provided not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement you shall be deemed irrevocably to have the Award agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (k11) you acknowledge and agree that neither the EmployerCompany, the Company Affiliate employing or retaining you nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency of the country in which you reside and the United States Dollar that may affect the value of the Award RSUs or of any amounts due to the Grantee you pursuant to the settlement of the Award RSUs or the subsequent sale of any shares of Stock Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the Awardthis Option grant, the Grantee acknowledges, understands and agrees Employee acknowledges that: (a) the Plan The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award This Option award is voluntary and occasional a one-time benefit and does not create any contractual or other right to receive future grantsgrants of Options, benefits in lieu of Options, or other Program benefits in the future, even if Options have been granted repeatedly in the past; (c) all All decisions with respect to future Awards or other Option grants, if any, and their terms and conditions, will be at made by the Committee, in its sole discretion of the Companydiscretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Award Company and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the CompanyEmployee; (e) the Grantee The Employee is voluntarily participating in the PlanProgram; (f) The Option and Shares subject to the Award Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and any shares are outside the scope of Stock acquired under the Plan are Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (giii) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits 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 Subsidiaries; (hg) the The future value of the shares of Stock Shares underlying the Award Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (ih) In consideration of this Option award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, whether then, by signing or not later found electronically accepting this Agreement, the Employee shall be deemed irrevocably to be invalid or in breach of employment laws in have waived the jurisdiction where Employee’s entitlement to pursue such claim; (i) The Option and the Grantee is employed or Benefits under the terms of the Grantee’s employment agreementProgram, if any);, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (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 Company’s Stock; and (k) neither the Employer, Neither the Company nor any other Subsidiary of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the change in value of the Award or of any amounts due to Option, the Grantee pursuant to settlement amount realized upon exercise of the Award Option or the amount realized upon a subsequent sale of any shares of Stock Shares acquired upon settlementexercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and agrees Xxxxxxx acknowledges that: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants;grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past, (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the CompanyCorporation; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (e) the PSUs and the Stock subject to the PSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or Grantee’s employer, and which is outside the scope of Xxxxxxx’s employment contract, if any; (f) the Award PSUs and any shares of the Stock acquired under subject to the Plan PSUs are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and future value of same, the underlying Stock is unknown and cannot be predicted with certainty; (h) Awards and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certaintyinsofar as permitted by law; (i) in consideration of the grant of the PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of the Grantee’s employment relationship with the Corporation or Grantee’s 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 Grantee irrevocably releases the jurisdiction where the Grantee is employed or the terms of the Corporation and Grantee’s employment agreementemployer from any such claim that may arise; if, if any);notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waive any entitlement to pursue such claim; and (j) unless otherwise provided in the Plan event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the PSUs under the Plan, if any, will terminate effective as of the date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to Committee shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value purposes of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPSUs.

Nature of Grant. In accepting the grant of this Award, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of an Award, or benefits in lieu of an Award, even if Awards have been granted in the past; (c) all decisions with respect to future grants of Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fe) the this Award and any shares the Shares subject to this Award, and the income from and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (gf) the this Award and any shares of Stock acquired under the PlanShares subject to this Award, and the income from and value of same, are not part of normal or expected compensation for any purposepurposes of, including, without limitationincluding but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (g) unless otherwise agreed with the Company in writing, this Award and the Shares subject to this Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the this Award resulting from the termination of the Grantee’s Participant'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 Grantee Participant is employed or the terms of the Grantee’s Participant's employment agreement, if any);; and (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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary the Employer shall be liable for any foreign exchange rate fluctuation between the Grantee’s Participant's local currency and the United States Dollar that may affect the value of the this Award or of any amounts due to the Grantee Participant pursuant to the settlement of the this Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Awardgrant of this Option, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of options, or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future Awards options or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fe) this Option and the Award Shares subject to this Option, and any shares the income from and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (gf) this Option and the Award and any shares of Stock acquired under the PlanShares subject to this Option, and the income from and value of same, are not part of normal or expected compensation for any purposepurposes of, including, without limitationincluding but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (g) unless otherwise agreed with the Company in writing, this Option and the Shares subject to this Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, this Option will have no value; (j) if Participant exercises this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the exercise price; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award this Option resulting from the termination of the Grantee’s Participant'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 Grantee Participant is employed or the terms of the Grantee’s Participant's employment agreement, if any); (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 Company’s Stock; and (kl) neither the Employer, the Company nor any other Subsidiary the Employer shall be liable for any foreign exchange rate fluctuation between the Grantee’s Participant's local currency and the United States Dollar that may affect the value of the Award this Option or of any amounts due to the Grantee Participant pursuant to settlement the exercise of the Award this Option or the subsequent sale of any shares of Stock Shares acquired upon settlementexercise.

Nature of Grant. In accepting the LTI Award, the 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other LTI Award grants, if any, will be at the sole discretion of the Company; (dc) the grant of the LTI Award and the Grantee’s participation in the Plan shall not create a right to continued employment or service or be interpreted as forming an employment or services contract with the CompanyCompany or any Subsidiary or affiliate and shall not interfere with the ability of the Company or any Subsidiary or affiliate to terminate the Grantee’s employment relationship at any time; (d) the Grantee’s participation in the Plan is voluntary; (e) the Grantee is voluntarily participating in the Plan; (f) the LTI Award and any shares the Shares subject to the LTI Award, and the income and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (gf) the LTI Award and any shares of Stock acquired under the PlanShares subject to the LTI Award, and the income and value of the same, are extraordinary items outside the scope of the Grantee’s employment or services contract, if any, and are not part of normal or expected compensation or salary of any kind for services of any purposekind rendered to the Company, including, without limitation, any Subsidiary or any affiliate or for purposes of 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; (hg) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (h) unless otherwise agreed with the Company, the LTI Award and the Shares subject to the LTI Award, 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 Company or any Subsidiary or affiliate; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Award resulting from the termination of the Grantee’s termination of employment relationship by the Company or any 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 the Grantee is employed or the terms of the Grantee’s employment agreementor services contract, if any); (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement necessarily transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out takeover or substituted for, in connection with any corporate transaction affecting the Company’s Stock; andtransfer of liability; (k) the Grantee acknowledges and agrees that neither the Employer, the Company nor any other Subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the LTI Award or of any amounts due to the Grantee pursuant to the settlement of the LTI Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the RSU Award, the Grantee acknowledges, understands and agrees acknowledges 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 Company at any time, to the extent permitted by the Plan; ; (b2) the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future grants; awards under the Plan, or benefits in lieu of Awards under the Plan, even if Awards under the Plan have been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other grantsAwards, if any, will be at the sole discretion of the Company; ; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an create a right to further employment contract with the Company; Grantee’s employer (ethe “Employer”) and shall not interfere with the ability of the Employer to terminate the Grantee’s employment relationship at any time, for any or no reason to the extent permitted under applicable law; (5) the Grantee is voluntarily participating in the Plan; ; (f6) the RSU Award and any the shares of Stock acquired under subject to the Plan RSU Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any of its Subsidiaries, including the Employer, and are outside the scope of the Grantee’s employment contract, if any; (7) the RSU Award, the shares of Stock subject to the RSU Award and the income and value of same are not intended to replace any pension rights or compensation; ; (g) 8) the Award and any RSU Award, the shares of Stock acquired under subject to the Plan, RSU Award and the income and value of same, same are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; 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 or Affiliate of the Company; (h9) the RSU Award and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (10) the future value of the underlying shares of Stock underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certainty; ; (i11) in consideration of the grant of the RSU Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from the termination of the Grantee’s employment relationship (with the Company or any of its Subsidiaries, including the Employer, for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment local labor laws (or later found invalid), and the Grantee irrevocably releases the Company and its Subsidiaries, including the Employer, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim; (12) in the jurisdiction where the Grantee is employed or the terms event of termination of the Grantee’s employment agreement(whether or not in breach of local labor laws), the Grantee’s right to vest in the RSU Award under the Plan, if any, will terminate effective as of the date that the 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 local law); ; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the RSU Award (jincluding whether the Grantee shall be considered actively employed while on a leave of absence); (13) unless the RSU Award and the benefits under the Plan, if any, do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the RSU Award or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s shares of Stock; and and (k14) neither the Employer, the Company nor any other Subsidiary of its Affiliates shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar U.S. dollar that may affect the value of the RSU Award or of any amounts due to the Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any shares of Stock acquired upon settlementsettlement of the RSU Award.

Nature of Grant. In accepting the AwardRSUs, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant award of the Award RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsawards of RSUs or benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, 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; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (id) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (e) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award award or from any diminution in value of the RSUs or Shares upon vesting of the RSUs resulting from the termination of the Grantee’s employment relationship Termination of Service by the Company (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment applicable labor laws in of the jurisdiction where the Grantee is employed provides services or the terms of the Grantee’s employment or services agreement, if any), other than as set forth in Section 4 hereof; (jf) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan or by the Company in its discretion, Grantee’s acquisition or sale of 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 Company’s Stockunderlying Shares; and (kg) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between Grantee should consult with the Grantee’s local currency own personal tax, legal and financial advisors regarding the United States Dollar that may affect Grantee’s participation in the value of the Award or of Plan before taking any amounts due action related to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPlan.

Nature of Grant. In accepting the Awardaward of PSUs, the Grantee acknowledges, understands and agrees acknowledges that: (a) the Plan is discretionary in nature and established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) , and the grant award of PSUs is at the sole discretion of the Award is voluntary and occasional Company and does not create any contractual or other right to receive future grantsawards of PSUs, or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past; (b) the award of PSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the PSUs are outside the scope of the Grantee's employment contract, if any; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award PSUs and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, Dividend Equivalent PSUs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hd) neither the future value award of PSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the shares Company, the PSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of Stock underlying the Award is unknown, indeterminablePSUs or Dividend Equivalent PSUs, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Award PSUs, Dividend Equivalent PSUs, or shares received upon settlement of the PSUs or Dividend Equivalent PSUs resulting from the termination of the Grantee’s 's employment relationship 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 local labor laws) and the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless otherwise provided in the Plan or by irrevocably releases the Company in its discretionand the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Award and the benefits evidenced by this Agreement do not create any Grantee shall be deemed irrevocably to have waived his or her entitlement to have the Award or any pursue 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting the AwardRSUs, the Grantee acknowledges, understands and agrees acknowledges that: (a) the Plan is discretionary in nature and established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) , and the grant award of RSUs is at the sole discretion of the Award is voluntary and occasional Company and does not create any contractual or other right to receive future grantsawards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past; (b) the award of RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the RSUs are outside the scope of the Grantee’s employment contract, if any; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hd) neither the future value award of RSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the shares Company, the RSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of Stock underlying the Award is unknown, indeterminableRSUs, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Award or shares received upon vesting of the RSUs resulting from the termination of the Grantee’s employment relationship 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 local labor laws) and the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless otherwise provided in the Plan or by irrevocably releases the Company in its discretionand the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Award and the benefits evidenced by this Agreement do not create any Grantee shall be deemed irrevocably to have waived his or her entitlement to have the Award or any pursue 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting the this Award, the Grantee acknowledges, understands and agrees Xxxxxxx 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 Company at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement; (b) the grant of the this Award is voluntary and occasional and does not create any contractual or other right to receive future grants;grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past, (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (e) the PSUs and the Common Stock subject to the PSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or Grantee’s employer, and which is outside the scope of Xxxxxxx’s employment contract, if any; (f) the Award PSUs and any shares of the Common Stock acquired under subject to the Plan PSUs are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and future value of same, the underlying Common Stock is unknown and cannot be predicted with certainty; (h) Awards and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certaintyinsofar as permitted by law; (i) in consideration of the grant of the PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of the Grantee’s employment relationship with the Company or Grantee’s 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 Grantee irrevocably releases the jurisdiction where the Grantee is employed or the terms of the Company and Grantee’s employment agreementemployer from any such claim that may arise; if, if any);notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (j) unless otherwise provided in the Plan event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the PSUs under the Plan, if any, will terminate effective as of the date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to Committee shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value purposes of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPSUs.

Nature of Grant. In accepting the Awardgrant hereunder, the Grantee acknowledges, understands Executive acknowledges 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 Company at any time; (ii) the Executive has read the Plan and any Options granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan; , all of which interpretations and determinations shall be final and binding; (biii) the grant of the Award is voluntary and occasional and Option does not create any contractual or other right to receive future grants; grants of Options, benefits in lieu of Options, or any other Plan benefits in the future; (civ) all decisions with respect nothing contained in this Agreement is intended to future Awards create or enlarge any other grants, if any, will be at contractual obligations between the sole discretion of Company or the Company; (d) the Award Employer and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; Executive; (ev) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired grant under the Plan, and the income and value including any grant of sameOptions, are is not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-long service awardsoption, pension pension, or retirement benefits or payments or welfare benefits or similar payments; ; (hvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the shares of Stock Shares underlying the Award Option granted hereunder is unknown, indeterminable, unknown and cannot be predicted with certainty; ; and (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (kviii) neither the EmployerCompany, the Company Employer nor any other Subsidiary of their respective Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the change in value of the Award or of any amounts due to Option, the Grantee pursuant to amount realized upon settlement of the Award Option or the amount realized upon a subsequent sale of any shares of Stock Shares acquired upon settlementexercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions of any Option to correct for any windfalls or shortfalls in such Option which, in the Committee's determination, arise from factors beyond the Executive's control; provided, however, that the Committee's authority with respect to any Option to a "covered employee," as defined in Section 162(m)(3) of the Code, shall be limited to decreasing, and not increasing, such Option.

Nature of Grant. In accepting the Awardgrant hereunder, the Grantee acknowledges, understands Executive acknowledges 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 Company at any time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by exclusive right of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan; , all of which interpretations and determinations shall be final and binding; (biii) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (civ) all decisions with respect nothing contained in this Agreement is intended to future Awards create or enlarge any other grants, if any, will be at contractual obligations between the sole discretion of Company or the Company; (d) the Award Employer and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; Executive; (ev) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired grant under the Plan, and the income and value including any grant of sameAwards, are is not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-long service awardsoption, pension pension, or retirement benefits or payments or welfare benefits or similar payments; ; (hvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the shares of Stock Shares underlying the Award granted hereunder is unknown, indeterminable, unknown and cannot be predicted with certainty; ; and (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (kviii) neither the EmployerCompany, the Company Employer nor any other Subsidiary of their respective Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the change in value of the Award or of any amounts due to Award, the Grantee pursuant to amount realized upon settlement of the Award or the amount realized upon a subsequent sale of any shares of Stock Shares acquired upon settlementsettlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions of any Award to correct for any windfalls or shortfalls in such Award which, in the Committee’s determination, arise from factors beyond the Executive’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 limited to decreasing, and not increasing, such Award.

Nature of Grant. In accepting the grant of this Award, the Grantee acknowledgesyou acknowledge, understands understand and agrees thatagree as follows: (a) the The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;. (b) the The grant of the this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants;grants of awards, or benefits in lieu of awards, even if awards have been granted in the past. (c) all All decisions with respect to future Awards or other grantsgrants of awards, if any, will be at the sole discretion of the Company;Committee. (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is You are voluntarily participating in the Plan;. (e) This Award and any Shares subject to the Units, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate (including, as applicable, your employer) and which are outside the scope of your employment contract, if any. (f) the This Award and any shares of Stock acquired under Shares subject to the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the PlanUnits, and the income and value of same, are not to be considered part of your normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments;. (g) This Award and any Shares subject to the Units, and the income and value of same, are not intended to replace any pension rights or compensation. (h) Unless otherwise agreed with the Company, this Award and the Shares subject to the Units, and the income and value of same, are not granted as consideration for, or in connection with, services you may provide as a member of the board of directors or as a legal representative of an Affiliate. (i) In the event that the Employer is not the Company, the grant of this Award will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of this Award will not be interpreted to form or amend an employment contract with any Affiliate (including the Employer). (j) This Award and Agreement do not give you a right to continued Service with the Company or any Affiliate (including the Employer), and the Employer may terminate your Service at any time subject to local law and the terms of any employment agreement, if any, and otherwise deal with you without regard to the effect it may have upon you under this Agreement. (k) The future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty;. (il) no No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is you are employed or the terms of the Grantee’s your employment agreement, if any);. (jm) unless otherwise provided in Neither the Plan or by the Company in its discretionCompany, 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 Company’s Stock; and (k) neither the Employer, the Company Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States (“U.S.”) Dollar that may affect the value of the Award Award, or of any amounts due to the Grantee you pursuant to the settlement of the Award Units or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the AwardPSUs, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant award of the Award PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsawards of PSUs or benefits in lieu of PSUs or other equity awards, even if PSUs have been awarded in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, 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; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (id) the value of the Shares acquired upon vesting/settlement of the PSUs may increase or decrease in value; (e) in consideration of the award of PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award award or from any diminution in value of the PSUs or Shares upon vesting of the PSUs resulting from the termination of the Grantee’s employment relationship or continuous service by the Company (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment applicable labor laws in of the jurisdiction where the Grantee is employed provides services or the terms of the Grantee’s employment or services agreement, if any), other than as set forth in Section 4 hereof; (jf) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan or by the Company in its discretion, Grantee’s acquisition or sale of 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 Company’s Stockunderlying Shares; and (kg) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between Grantee should consult with the Grantee’s local currency own personal tax, legal and financial advisors regarding the United States Dollar that may affect Grantee’s participation in the value of the Award or of Plan before taking any amounts due action related to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPlan.

Nature of Grant. In accepting the AwardSAR, the Grantee 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, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award SAR is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of SARs, or benefits in lieu of SARs even if SARs have been granted repeatedly in the past; (cb) all decisions with respect to future Awards or other grantsawards of SARs, if any, will be at the sole discretion of the Company; ; (dc) the Award and the GranteeEmployee’s participation in the Plan shall is voluntary; (d) SARs are extraordinary items that do not be interpreted as forming an constitute regular compensation for services rendered to the Company (or the employing Parent or Subsidiary), and that are outside the scope of the Employee’s employment contract with the Company; contract, if any; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, SARs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-redundancy or end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company (hor the employing Parent or Subsidiary); (f) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; ; (ig) in consideration of the award of SARs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s SARs or any diminution in value of the SAR or Shares received when the SARs are exercised resulting from termination of employment relationship by the Company (or the employing Parent or Subsidiary) (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws), and the Employee irrevocably releases the Company and/or the employing Parent or Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Employee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (h) in the jurisdiction where the Grantee is employed or the terms event of involuntary termination of the GranteeEmployee’s employment agreement(whether or not in breach of local labor laws), the Employee’s right to vest in SARs 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 local law); ; the Administrator shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the SAR; (i) the Company is not providing any tax, legal or 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 the underlying Shares; and (j) unless otherwise provided the Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due action related to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPlan.

Nature of Grant. In accepting the AwardOptions, the Grantee 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, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Options, or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future Awards Option or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fe) the Award Options and any shares of Common Stock acquired under the Plan Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation; (gf) the Award Options and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hg) the future value of the shares of Common Stock underlying the Award Options is unknown, indeterminable, and cannot be predicted with certainty; (ih) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Options resulting from the termination of the GranteeParticipant’s 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 Grantee Participant is employed or the terms of the GranteeParticipant’s employment agreement, if any); (i) for purposes of the Options, 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 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 unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the Options 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 determine when the Participant is no longer actively providing services for purposes of his or her Option 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 Award Options and the benefits evidenced by this Agreement do not create any entitlement to have the Award Options 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’s Stock; (k) unless otherwise agreed with the Company, the Options 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 director of a Subsidiary or Affiliate; and (kl) the following provisions apply only if the Participant is providing services outside the United States: (1) the Options and the shares of Common Stock subject to the Options, 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 EmployerCompany, the Company Employer nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Options or of any amounts due to the Grantee Participant pursuant to the settlement of the Award Options or the subsequent sale of any shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award PRSUs is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of PRSUs, or benefits in lieu of PRSUs, even if PRSUs have been granted in the past; (c) all decisions with respect to future Awards or other PRSU grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s your participation in the Plan shall will not be interpreted as forming an create a right to further employment contract with the CompanyCompany or the Employer and will not interfere with the ability of the Company or the Employer to terminate your employment relationship at any time; (e) the Grantee is you are voluntarily participating in the Plan; (f) the Award PRSUs and any shares the Shares subject to the PRSUs, and the value and income of Stock acquired under the Plan such PRSUs and Shares, are not intended to replace any pension rights or compensation; (g) the Award PRSUs and any shares of Stock acquired under the PlanShares subject to the PRSUs, and the value and income of such PRSUs and value of sameShares, are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) the PRSU 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 shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (ij) no claim or entitlement to compensation or damages shall will arise from forfeiture of the Award PRSUs resulting from the termination of the Grantee’s employment relationship your status as a Service Provider (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws Applicable Laws), and in the jurisdiction where the Grantee is employed or the terms consideration of the Grantee’s employment agreementgrant of the PRSUs to which you are otherwise not entitled, you irrevocably agree never to institute 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 of their respective Parents, Subsidiaries or Affiliates, and release the Company, the Employer 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, you will be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary, or reasonably requested by the Company, to request dismissal or withdrawal of such claims; (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 PRSUs 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 PRSU grant (including whether you may still be considered to be providing services while on a leave of absence); (jl) unless otherwise provided in the Plan or by the Company in its discretion, the Award PRSUs and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out in the case of a merger of the Company with or substituted for, in connection with any corporate transaction affecting into another company or the sale of substantially all of the assets of the Company’s Stock; and (km) neither the following provisions apply only if you are providing services outside the United States: (1) the PRSUs and the Shares subject to the PRSUs, 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 Employer, the Company nor or any other Subsidiary shall of their respective Parents, Subsidiaries or Affiliates will be liable for any foreign exchange rate fluctuation between the Grantee’s any local currency and the United States Dollar that may affect the value of the Award or of PRSUs, any amounts due to the Grantee you pursuant to the settlement of the Award PRSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the this Performance-Based Award, the Grantee acknowledges, understands and agrees that: (a) 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 Company at any time, to the extent permitted by as provided in the Plan; (b) b. the grant of the Performance-Based Award is voluntary and occasional and does not create any contractual or other right to receive future grantsAwards, or benefits in lieu thereof, even if Awards have been granted in the past; (c) c. all decisions with respect to future grants of Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and d. the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Companyis voluntary; (e) e. the Grantee is voluntarily participating in the Plan; (f) the Performance-Based Award and any shares of Stock acquired under Shares subject to the Plan Award are not intended to replace any pension rights or compensation; (g) f. the Award and any shares of Stock acquired under Shares subject to the PlanAward, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitationincluding but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, leave pay, pension or welfare or retirement benefits or payments or welfare benefits or similar mandatory payments; (h) g. the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) h. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination Grantee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws in the jurisdiction where the Grantee is employed or the terms of the Grantee's employment agreement, if any); i. for purposes of the Award, the Grantee’s employment relationship will be considered terminated as of the date he or she is no longer actively providing services to the Company or an Affiliate and the Grantee’s right, if any, to earn and be paid any portion of the Award, after such termination of employment or services (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s 's employment agreement, if any) will be measured by the date the Grantee ceases to actively provide 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 Grantee is employed or the terms of the Grantee's employment agreement, if any); the Committee 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 actively providing services while on a leave of absence); (j) j. unless otherwise provided in the Plan or by the Company Committee in its discretion, the Award and the benefits evidenced by this Award 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 Company’s StockShares; and (k) k. neither the EmployerCompany, the Company Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (cii) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (diii) the Award grant of the PSUs and the Grantee’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 Grantee’s employer or any Subsidiary, and shall not interfere with the ability of the Company, the Grantee’s employer or any Subsidiary, as applicable, to terminate the Employment or service relationship (if any); (eiv) the Grantee is voluntarily participating in the Plan; (fv) the Award PSUs and any shares of Stock acquired Shares issued under the Plan and the income and value of the same are not intended to replace any pension rights or compensation; (gvi) the future value of the Shares underlying the PSUs is unknown and indeterminable; (vii) unless otherwise agreed with the Company, the Award and any shares of Stock acquired under the PlanShares subject to the Award, and the income and value of same, are not part granted as consideration for, or in connection with, the service Grantee may provide as a director of normal or expected compensation for any purpose, 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 paymentsa Subsidiary of the Company; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; (iviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of the Grantee’s employment relationship Separation from Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless , and in consideration of the grant of the PSUs to which the Grantee is otherwise provided not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Grantee’s employer, waives his ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Grantee’s employer 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement Grantee shall be deemed irrevocably to have the Award agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (kix) the Grantee acknowledges and agrees that neither the EmployerCompany, the Company Grantee’s employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award PSUs or of any amounts due to the Grantee pursuant to the vesting and settlement of the Award PSU or the subsequent sale of any shares of Stock acquired Shares issued upon settlement.

Nature of Grant. In By accepting the Award, the Grantee acknowledges, understands and agrees that: (a) : a. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amendedterminated, suspended or terminated amended by the Company Company, in its sole discretion, at any time, to the extent permitted by the Plan; (b) the grant of ; b. the Award is voluntary and occasional and does not create any contractual or other right to receive future grantsAward or benefits in lieu of Award, even if Award have been granted in the past; (c) c. all decisions with respect to future Awards awards of Performance Shares or other grants, if any, will be at the sole discretion of the Company; (d) ; d. the Grantee is voluntarily participating in the Plan; e. the Award and the Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment contract with the Company; (e) Company or any of its Affiliates and shall not interfere with the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, 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; (h) the future value ability of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement Service Recipient to compensation or damages shall arise from forfeiture of the Award resulting from the termination of terminate the Grantee’s employment relationship (as otherwise may be permitted under Applicable Laws); f. for purposes of the Award, unless otherwise determined by the Company, the Grantee’s termination of employment will be considered to occur on the date the Grantee is no longer actively providing services to the Company or any of its Affiliates (regardless of the reason whatsoever, for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any) and such date will not be extended by any notice period (e.g., the Grantee’s period of employment or 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 Grantee provides services or the terms of the Grantee’s service agreement, if any); ; the Company shall have the exclusive discretion to determine when the Grantee is no longer actively providing service for purposes of the Award (j) including whether the Grantee may still be considered to be providing service while on a leave of absence); g. unless otherwise provided in agreed with the Plan or by the Company in its discretionCompany, the Award and any shares of Common Stock acquired upon vesting of the benefits evidenced by this Agreement Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service the Grantee may provide as a director of any Affiliate; h. the Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation; i. the Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are extraordinary items that do not create constitute compensation of any entitlement kind for services of any kind rendered 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between or the Service Recipient, and which are outside the scope of the Grantee’s local currency employment and the United States Dollar that may affect Grantee’s employment contract, if any; j. the Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, holiday top-up, pension or retirement or welfare benefits or similar mandatory payments; k. the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty and the value of such shares of Common Stock issued under the Award Plan may increase or of any amounts due decrease in the future; l. no claim or entitlement to the Grantee pursuant to settlement compensation or damages shall arise from (i) forfeiture of the Award resulting from the termination of the Grantee’s employment (regardless of the reason for the termination and whether or not the subsequent sale of any shares of Stock acquired upon settlement.termination is later found to be invalid

Nature of Grant. In accepting the Awardgrant, the Grantee acknowledges, understands and agrees you acknowledge 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 Company Sun at any time, to the extent permitted by the Plan; ; (bii) the grant granting of the Award options is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of options, or benefits in lieu of options even if options have been granted repeatedly in the past; (ciii) all decisions with respect to any such future Awards or other grants, if any, grants will be at the sole discretion of the Company; Sun; (div) the Award and the Grantee’s your participation in the Plan shall not be interpreted as forming an create a right to further employment contract with Employer and shall not interfere with the Company; ability of Employer to terminate your employment relationship at any time with or without cause; (ev) your participation in the Plan is voluntary; (vi) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of samethe option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (vii) options are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; ; (hviii) in the event of involuntary termination of your employment, your right to receive options and vest in the options under the Plan, other than as expressly provided in this agreement, if any, will terminate effective as of the date that you are no longer actively employed by Employer, regardless of any reasonable notice period mandated under local law; furthermore, in the event of involuntary termination of employment, your right to exercise the options after termination of employment, other than as expressly provided in this agreement, if any, will be measured by the date of termination of your active employment and will not be extended by any reasonable notice period mandated under local law; (ix) the option has been granted to you as a result of your status as an Employee of Employer, and, in the event that Employer is not Sun, the option grant can in no event be understood or interpreted to mean that Sun is your employer or that you have an employment relationship with Sun; (x) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; ; (ixi) if the underlying Shares do not increase in value, the option will have no value; and (xii) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether option or not later found to be invalid or diminution in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award option or of any amounts due to the Grantee pursuant to settlement Shares purchased through exercise of the Award or the subsequent sale of option and you irrevocably release Sun and Employer from any shares of Stock acquired upon settlementsuch claim that may arise.

Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and agrees you acknowledge that: (a) 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 Company at any time, to the extent permitted by the Plan; (b) 1.2 the grant of the Award Options is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past; (c) 1.3 all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is 1.4 you are voluntarily participating in the Plan; (f) 1.5 the Award Options and the Option Shares are extraordinary items that do not constitute compensation of any shares kind for services of Stock acquired under any kind rendered to the Plan Company or any Subsidiary, and which is outside the scope of your employment contract, if any; 1.6 the Options and the Option Shares are not intended to replace any pension rights rights, if any, or compensation; (g) 1.7 the Award Options and any shares of Stock acquired under the PlanOption Shares, and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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 any Subsidiary; (h) 1.8 the grant of the Options and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; 1.9 the future value of the shares of Stock underlying the Award Option Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) 1.10 if you obtain Option Shares, the value of those Option Shares acquired may increase or decrease in value; 1.11 in consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Options resulting from the termination of your employment with the Grantee’s employment relationship Company or any Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and you irrevocably release the Company and the Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you will be deemed irrevocably to have waived his or her entitlement to pursue such claim; 1.12 in the jurisdiction where event of termination of your employment (whether or not in breach of local labor laws), your right to vest in the Grantee is employed or Options under the terms of the Grantee’s employment agreementPlan, if any, will terminate effective as of the date that you are 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 local law); the Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Award; (j) 1.13 the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of Option Shares; 1.14 you are hereby advised to consult with your personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan; 1.15 unless otherwise provided in the Plan or by the Company in its discretion, the Award Options and the benefits evidenced by this Agreement do not create any entitlement to have the Award Options 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 Option Shares of the Company’s Stock; and (k) 1.16 neither the EmployerCompany, any Subsidiary nor any Affiliate of the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States Dollar that may affect the value of the Award Options or of any amounts due to the Grantee you pursuant to the settlement of the Award Options or the subsequent sale of any shares of Stock Option Shares acquired upon settlement.

Nature of Grant. In accepting the Awardgrant, the Grantee acknowledges, understands and agrees Optionee acknowledges that: (ai) the Plan is established voluntarily by the CompanyMicro, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Micro at any time, to the extent permitted by the Plan; (bii) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (ciii) all decisions with respect to future Awards or other option grants, if any, will be at the sole discretion of the CompanyMicro; (div) the Award and the GranteeOptionee’s participation in the Plan shall not be interpreted as forming an create a right to further employment contract with the CompanyEmployer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without Cause; (ev) the Grantee Optionee is voluntarily participating in the Plan; (fvi) the Award Option and the Shares acquired under the Plan are extraordinary items that do not constitute compensation of any shares kind for services of Stock any kind rendered to Micro or the Employer, and which is outside the scope of Optionee’s employment contract, if any; (vii) the Option and the Shares acquired under the Plan are not intended to replace any pension rights or compensation; (gviii) the Award Option and any shares of Stock the Shares acquired under the Plan, and the income and value of same, Plan are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension pension, welfare or retirement benefits or payments or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services to Micro, the Employer or any Affiliate of Micro; (hix) the Option grant and Optionee’s participation in the Plan will not be interpreted to form an employment contract or relationship with Micro; and furthermore, the Option grant will not be interpreted to form an employment contract or relationship with Micro or any Affiliate of Micro; (x) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (ixi) if the underlying Shares do not increase in value, the Option will have no value; (xii) in consideration of the Option grant, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the GranteeOptionee’s employment relationship by Micro or the 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 Optionee irrevocably releases Micro and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where the Grantee is employed or the terms of the Granteeto have arisen, then, by signing this Award Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s employment agreement, if any)entitlement to pursue such claim; (jxiii) unless the vesting of any Option ceases upon termination of employment or other cessation of eligibility to vest for any reason, except as may otherwise be explicitly provided in the Plan or by Section 6 of this Award Agreement; (xiv) Optionee acknowledges that this Award Agreement is between Optionee and Micro, and that the Company in its discretion, the Employer is not a party to this 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 Company’s StockAgreement; and (kxv) neither Optionee agrees to provide Micro with any data requested if Optionee is a mobile employee to facilitate the Employer, proper withholding and reporting by Micro and/or the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementEmployer as applicable.

Nature of Grant. In accepting the AwardPerformance-Based Option, the Grantee Optionee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Performance-Based Option is voluntary and occasional and does not create any contractual or other right to receive future grantsshare options, or benefits in lieu of share options, even if share options have been granted in the past; (c) all decisions with respect to future Awards or other Performance-Based Option grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Optionee is voluntarily participating in the Plan; (fe) the Award Performance-Based Option and any shares of Stock Shares acquired under the Plan are not intended to replace any pension rights or compensationcompensation under any pension arrangement; (gf) the Award Performance-Based Option and any shares of Stock Shares acquired under the Plan, Plan and the income and the value of same, the same are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, dismissal, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hg) the future value of the shares of Stock Shares underlying the Award Performance-Based Option is unknown, indeterminable, and cannot be predicted with certainty; (h) if the underlying Shares do not increase in value, the Performance-Based Option will have no value; (i) if the Optionee exercises the Performance-Based Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Performance-Based Option resulting from the termination Optionee’s Termination of the Grantee’s employment relationship Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Optionee is employed or the terms of the GranteeOptionee’s employment agreement, if any), and in consideration of the grant of the Performance-Based Option to which the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Company, any Subsidiary or the Employer, waives the Optionee’s ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer 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 Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (jk) unless otherwise provided in the Plan or by the Company in its discretion, the Award Performance-Based Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award Performance-Based 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 Change of Control or similar event affecting the Shares of the Company’s Stock; and (kl) The Optionee acknowledges and agrees that neither the EmployerCompany, the Company Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeOptionee’s local currency and the United States Dollar that may affect the value of the Award Performance-Based Option or of any amounts due to the Grantee Optionee pursuant to settlement the exercise of the Award Performance-Based Option or the subsequent sale of any shares of Stock Shares acquired upon settlementexercise.

Nature of Grant. In accepting the AwardWarrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Warrant is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of options or warrants, or benefits in lieu of options or warrants, even if options or compensatory warrants have been granted in the past; (cb) all decisions with respect to future Awards option or other grants, if any, will be at the sole discretion of the Company; (dc) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Planthis Agreement; (fd) the Award Warrant and any shares of Stock Shares acquired under the Plan this Agreement are not intended to replace any pension rights or compensation; (ge) the Award Warrant and any shares of Stock Shares acquired under the Plan, this Agreement and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (hf) the future value of the shares of Stock Shares underlying the Award Warrant is unknown, indeterminable, and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, the Warrant will have no value; (h) if Participant exercises the Warrant and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (i) no claim or entitlement to compensation or damages shall arise from forfeiture for purposes of the Award resulting from the termination Warrant, Participant’s engagement as a Service Provider will be considered terminated as of the Grantee’s employment relationship date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not later found to be invalid or in breach of applicable 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 Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Board, (i) Participant’s right to vest in the Warrant, 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 applicable 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 Warrant 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 the Grantee Participant is employed or the terms of the GranteeParticipant’s employment engagement agreement, if any; the Board shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Warrant grant (including whether 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 Award Warrant and the benefits evidenced by this Agreement do not create any entitlement to have the Award Warrant 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 Company’s StockShares; and (k) neither the Employerfollowing provisions apply only if Participant is providing services outside the United States: (i) the Warrant and the Shares subject to the Warrant are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Company nor Service Recipient, or any other Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Warrant or of any amounts due to the Grantee Participant pursuant to settlement the exercise of the Award Warrant or the subsequent sale of any shares of Stock Shares acquired upon settlementexercise; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Warrant resulting from the termination of Participant’s engagement as a Service Provider (for any reason whatsoever, 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 in consideration of the grant of the Warrant to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary or the Service Recipient, waives its ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by executing this Agreement, 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.

Nature of Grant. In accepting the AwardUnits, the Grantee Participant acknowledges, understands and agrees that: (a) 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 Company at any time, to the extent permitted by the Plan; (b) B. the grant award of the Award Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Units, or benefits in lieu of Units, even if Units have been granted in the past; (c) C. all decisions with respect to future Awards Units or other grantsAwards, if any, will be at the sole discretion of the Company; (d) D. the Award award of Units and the Grantee’s Participant's participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Employer, 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 employment relationship (if any); (e) E. the Grantee Participant is voluntarily participating in the Plan, and in making the decision whether to accept or reject the Award, the Participant has had the opportunity to obtain the advice of legal counsel; (f) F. the Award Units and any the shares of Stock acquired under subject to the Plan Units, and the income from and value of same, are not intended to replace any pension rights or compensation; (g) G. the Award Units and any the shares of Stock acquired under subject to the PlanUnits, and the income from and value of same, are not part of normal or expected compensation for any purposepurposes of, including, without limitationincluding but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) H. the future value of the underlying shares of Stock underlying the Award is unknown, indeterminable, indeterminable and cannot be predicted with certainty;; and (i) I. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Units resulting from the termination of the Grantee’s Participant's employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed or the terms of the Grantee’s Participant's employment agreement, if any); (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 Company’s Stock; and (k) J. neither the Employer, the Company nor any other Subsidiary the Employer shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Units or of any amounts due to the Grantee Participant pursuant to the settlement of the Award Units or the subsequent sale of any shares of Stock acquired upon settlement.

Nature of Grant. In accepting the Awardsigning this Agreement, the Grantee 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, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by the PlanPlan and this Agreement; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grantsAwards, or benefits in lieu of Awards even if Awards have been made repeatedly in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall is voluntary; (d) SARs are an extraordinary item that do not be interpreted as forming an constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and SARs are outside the scope of the Grantee’s employment contract with the Companycontract, if any; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, SARs are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or welfare benefits relating in any way to, past services for the Company or similar paymentsthe Employer; (hf) the future value In consideration of the shares grant of Stock underlying the Award is unknownAward, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise arises from forfeiture termination of the SARs or diminution in value of the Shares on which the value of the Award is based resulting from the termination of the Grantee’s employment relationship service 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 local labor laws) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is employed found by a court of competent jurisdiction to have arisen, then, by signing this Agreement and/or accepting the Award, the Grantee shall be deemed irrevocably to have waived his or the terms of the Grantee’s employment agreement, if any)her entitlement to pursue such claim; (jg) 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the The value of the Award or of any amounts due to Shares on which the Grantee pursuant to payment in settlement of the Award is determined is not guaranteed and may fluctuate or the subsequent sale drop in value such that payments in settlement of any shares of Stock acquired upon settlementsome SARs may be greater or less than payments from other SARs with different vesting dates.

Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (cii) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (diii) the Award grant of the PSUs and the Grantee’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 Grantee’s employer or any Subsidiary, and shall not interfere with the ability of the Company, the Grantee’s employer or any Subsidiary, as applicable, to terminate the Employment or service relationship (if any); (eiv) the Grantee is voluntarily participating in the Plan; (fv) the Award PSUs and any shares of Stock acquired Shares issued under the Plan and the income and value of the same are not intended to replace any pension rights or compensation; (gvi) the future value of the Shares underlying the PSUs is unknown and indeterminable; (vii) unless otherwise agreed with the Company, the Award and any shares of Stock acquired under the PlanShares subject to the Award, and the income and value of same, are not part granted as consideration for, or in connection with, the service the Grantee may provide as a director of normal or expected compensation for any purpose, 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 paymentsa Subsidiary of the Company; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; (iviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of the Grantee’s employment relationship Separation from Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless , and in consideration of the grant of the PSUs to which the Grantee is otherwise provided not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Grantee’s employer, waives his ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Grantee’s employer 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement Grantee shall be deemed irrevocably to have the Award agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (kix) the Grantee acknowledges and agrees that neither the EmployerCompany, the Company Grantee’s employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award PSUs or of any amounts due to the Grantee pursuant to the vesting and settlement of the Award PSU or the subsequent sale of any shares of Stock acquired Shares issued upon settlement.

Nature of Grant. In accepting the this Award, the Grantee acknowledges, understands and agrees Xxxxxxx 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 Company at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement; (b) the grant of the this Award is voluntary and occasional and does not create any contractual or other right to receive future grants;grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past, (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (e) the PSUs and the Common Stock subject to the PSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or Grantee’s employer, and which is outside the scope of Xxxxxxx’s employment contract, if any; (f) the Award PSUs and any shares of the Common Stock acquired under subject to the Plan PSUs are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and future value of same, the underlying Common Stock is unknown and cannot be predicted with certainty; (h) Awards and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certaintyinsofar as permitted by law; (i) in consideration of the grant of the PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of Xxxxxxx’s employment with the Company or Grantee’s employment relationship 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 Grantee irrevocably releases the jurisdiction where the Grantee is employed or the terms of the Company and Grantee’s employment agreementemployer from any such claim that may arise; if, if any);notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (j) unless otherwise provided in the Plan event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the PSUs under the Plan, if any, will terminate effective as of the date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to Committee shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value purposes of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPSUs.

Nature of Grant. In accepting the Awardthis Option grant, the Grantee acknowledges, understands Employee acknowledges and agrees that: (a) the Plan Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;; Non-Qualified Stock Option Agreement (2020) (b) the this Option grant of the Award is voluntary and occasional a one-time benefit and does not create any contractual or other right to receive future grantsgrants of Options, benefits in lieu of Options, or other Program benefits in the future, even if Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other Option grants, if any, and their terms and conditions, will be at the sole discretion of made by the Company, in its sole discretion; (d) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Award Company and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the CompanyEmployee; (e) the Grantee Employee is voluntarily participating in the PlanProgram; (f) the Award Option and Shares subject to the Option are: (i) extraordinary items that do not constitute compensation of any shares kind for services of Stock acquired under any kind rendered to the Plan Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (giii) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits benefits, or similar paymentspayments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (hg) the future value of the shares of Stock Shares underlying the Award Option is unknown, indeterminable, unknown and cannot be predicted with certainty; (ih) in consideration of this Option grant, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, whether then, by signing or not later found electronically accepting this Agreement, the Employee shall be deemed irrevocably to be invalid or in breach of employment laws in have waived the jurisdiction where Employee’s entitlement to pursue such claim; (i) the Grantee is employed or Option and the terms of Benefits under the Grantee’s employment agreementProgram, if any);, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the change in value of the Award or of any amounts due to Option, the Grantee pursuant to settlement amount realized upon exercise of the Award Option or the amount realized upon a subsequent sale of any shares of Stock Shares acquired upon settlementexercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting the AwardOption, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of equity awards, or benefits in lieu of equity awards, even if equity awards have been granted in the past; (cb) all decisions with respect to future Awards option or other grants, if any, will be at the sole discretion of the CompanyAdministrator; (dc) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fd) the Award Option and any shares of Stock Shares acquired under the Plan are not intended to replace any pension rights or compensation; (ge) the Award Option and any shares of Stock Shares acquired under the Plan, Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (hf) the future value of the shares of Stock Shares underlying the Award Option is unknown, indeterminable, and cannot be predicted with certaintypredicted; (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) no claim or entitlement to compensation or damages shall arise from forfeiture for purposes of the Award resulting from the termination Option, Participant’s status as a Service Provider will be considered terminated as of the Grantee’s employment relationship date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for any reason whatsoever, such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed a Service Provider or the terms of the GranteeParticipant’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 status 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 Administrator in its discretion, the Award Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Award 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 Company’s StockShares; and (k) neither the Employerfollowing 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 none of the Company, the Company nor Service Recipient, or any other Parent or Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee Participant pursuant to settlement the exercise of the Award Option or the subsequent sale of any shares of Stock Shares acquired upon settlementexercise; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Participant’s status as a Service Provider (for any reason whatsoever, 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 in consideration of the grant of the Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the 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, 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.

Nature of Grant. In accepting the Award, the Grantee Participant acknowledges, understands and agrees that: : (a) the Plan is established voluntarily by the CompanyGrantor, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company Grantor at any time, to the extent permitted by the Plan; ; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; Awards, or benefits in lieu of Awards, even if Awards have been granted in the past; (c) all decisions with respect to future Awards or other grantsAwards, if any, will be at the sole discretion of the Company; Grantor; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; ; (fe) the Award and any shares of Stock acquired under cash payment received pursuant to the Plan Award are not intended to replace any pension rights or compensation; ; (gf) the Award and any shares of Stock acquired under cash payment received pursuant to the Plan, and the income and value of same, Award are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or payments or welfare benefits or similar mandatory payments; ; (g) the Award and Participant’s participation in the Plan shall not create a right to employment or be interpreted to form an employment or service contract or relationship with the Grantor or any Subsidiary and shall not interfere with the ability of the Grantor or any Subsidiary, as applicable, to terminate Participant’s service relationship (if any); (h) unless otherwise agreed with the future Grantor, the Award and any cash payment received pursuant to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the shares service Participant may provide as a director of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; a Subsidiary; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of Participant’s service relationship with the Grantee’s employment relationship Grantor or a Subsidiary (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (kG) neither the Employer, the Company Grantor nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award or of any amounts cash payment due to the Grantee Participant pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement.Award;

Nature of Grant. In accepting the this Award, the Grantee acknowledges, understands and agrees Xxxxxxx 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 Company at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement; (b) the grant of the this Award is voluntary and occasional and does not create any contractual or other right to receive future grants;grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past, (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (e) the PSUs and the Common Stock subject to the PSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or Grantee’s employer, and which is outside the scope of Xxxxxxx’s employment contract, if any; (f) the Award PSUs and any shares of the Common Stock acquired under subject to the Plan PSUs are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and future value of same, the underlying Common Stock is unknown and cannot be predicted with certainty; (h) Awards and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certaintyinsofar as permitted by law; (i) in consideration of the grant of the PSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of the Grantee’s employment relationship with the Company or Grantee’s 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 Grantee irrevocably releases the Company and Xxxxxxx’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction where the to have arisen, Grantee is employed or the terms of the Grantee’s employment agreement, if any);shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (j) unless otherwise provided in the Plan event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the PSUs under the Plan, if any, will terminate effective as of the date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to Committee shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value purposes of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPSUs.

Nature of Grant. In accepting the Awardoffer to acquire Shares, the Grantee acknowledges, understands and agrees Purchaser 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 Company at any time, to unless otherwise provided in the extent permitted by the Plan; Plan and this Agreement; (b) the grant of the Award restricted stock purchase rights is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of restricted stock purchase rights, or benefits in lieu of such purchase rights even if purchase rights have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other restricted stock purchase rights grants, if any, will be at the sole discretion of the Company; ; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Purchaser is voluntarily participating in the Plan; ; (e) the grant of restricted stock purchase rights 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 which is outside the scope of Purchaser’s employment contract, if any; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension restricted stock purchase rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; ; (hg) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; ; (ih) in consideration of the grant of restricted stock purchase rights, no claim or entitlement to compensation or damages shall arise from forfeiture the Company’s exercise of the Award Repurchase Option or diminution in value of the Shares resulting from the termination of Purchaser’s active employment by the Grantee’s employment relationship Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws contract or local labor laws) and Purchaser irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Purchaser shall be deemed irrevocably to have waived his/her entitlement to pursue such claim; and (i) notwithstanding any terms or conditions of the Plan to the contrary, in the jurisdiction where event of involuntary termination of Purchaser’s active employment (whether or not in breach of contract or local labor laws), Purchaser’s right to have the Grantee is employed or the terms of the GranteeCompany’s employment agreementRepurchase Option lapse, if any, will terminate effective as of the date that Purchaser 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 local law); (j) unless otherwise , except as expressly provided in the Plan or by herein, and that the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to shall have the Award exclusive discretion to determine when Purchaser is no longer actively employed for purposes of administering his 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementher restricted stock purchase rights.

Nature of Grant. In accepting the this Award, the Grantee acknowledgesyou acknowledge, understands understand and agrees agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) the grant of the Award and any other awards under the Plan is voluntary and occasional and does not create any contractual or other right to receive Awards, shares or any other benefit or compensation in lieu of future grantsAwards, even if awards have been granted in the past; (c) all decisions with respect to future Awards or other grantsawards, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is you are voluntarily participating in the Plan; (fe) the Award and any the shares of Common Stock acquired under subject to the Plan Award are not intended to replace any pension rights or compensation; (f) the Award and the shares deliverable thereunder is not paid in lieu of any normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments; (g) unless otherwise agreed with the Company, the Award and any shares of Stock acquired under the Plandeliverable thereunder, and the income and value of same, are not part granted as consideration for, or in connection with, the service you may provide as a director of normal or expected compensation for any purpose, 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 paymentsan Affiliate of the Company; (h) for purposes of the Award, your Continuous Service will be considered terminated as of the date determined by the Company in its sole discretion; (i) the future value of the shares of Stock underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certaintypredicted; (ij) no claim you understand that should you die owning shares of Common Stock or the Award, such shares or the Award may subject your estate to United States federal estate taxes. You understand that you should seek your own tax advice regarding this potential tax; (k) you disclaim any entitlement to compensation or damages shall arise from forfeiture of the Award resulting arising from the termination of the Grantee’s employment relationship Award, including as the result of termination of your Continuous Service with 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 Grantee is you are employed or providing services or the terms of any employment or service agreement), or diminution in value of the Grantee’s employment agreementshares of Common Stock, and in consideration of the grant of the Award to which you are not otherwise entitled, you hereby agree not to bring any claim against the Company, the Employer and any Affiliate, irrevocably waive your ability, if any), to bring such claim, and release the Company, the Employer and any Affiliate from any such claim that may be allowed by a court of competent jurisdiction; (jl) unless otherwise provided in the Plan or by and this Agreement set forth the Company in its discretionentire understanding between you, the Company, the Employer, and any Affiliate thereof regarding the acquisition of the shares of Common Stock and supersede all prior oral and written agreements pertaining to the Award; and (m) the following provisions apply only if you are providing services outside the United States: (i) the Award and the benefits evidenced by this Agreement do shares of Common Stock subject to the Award, and the value and income of same, are extraordinary items that are not create part of normal or expected compensation for any entitlement to have purpose and are outside the Award scope of your employment or any such benefits transferred toservice contract, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stockif any; and (kii) neither the EmployerCompany, the Company Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee you pursuant to settlement the vesting of the Award or the subsequent sale of any shares of Common Stock acquired upon settlementvesting.

Nature of Grant. In accepting the Awardgrant, the Grantee Optionee acknowledges, understands and agrees that: (ai) the Plan is established voluntarily by the CompanyMicro, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Micro at any time, to the extent permitted by the Plan; (bii) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (ciii) all decisions with respect to future Awards or other option grants, if any, will be at the sole discretion of the CompanyMicro; (div) the Award and the GranteeOptionee’s participation in the Plan shall not be interpreted as forming an create a right to further employment contract or service with Micro or the Employer and shall not interfere with the Companyability of Micro or the Employer to terminate Optionee’s employment or service relationship at any time; (ev) the Grantee Optionee is voluntarily participating in the Plan; (fvi) the Award Option and the Shares acquired under the Plan are extraordinary items that do not constitute compensation of any shares kind for services of Stock any kind rendered to Micro or the Employer, and which is outside the scope of Optionee’s employment contract, if any; (vii) the Option and the Shares acquired under the Plan are not intended to replace any pension rights or compensation; (gviii) the Award Option and any shares of Stock the Shares acquired under the Plan, and the income and value of same, Plan are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension pension, welfare or retirement benefits or payments or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services to Micro, the Employer or any subsidiary or Affiliate of Micro; (hix) the Option grant and Optionee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with Micro, the Employer or any subsidiary or Affiliate of Micro; (x) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (ixi) if the underlying Shares do not increase in value, the Option will have no value; (xii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the GranteeOptionee’s employment relationship with the Employer or the termination of Optionee’s service with Micro, as applicable (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws), and in consideration of the jurisdiction where grant of the Grantee is employed Option to which Optionee may otherwise be entitled, Optionee irrevocably agrees never to institute any claim against Micro or the terms of the Grantee’s employment agreementEmployer, and agrees to waive his or her ability, if any), to bring any such claim, and agrees to release Micro and the Employer 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, Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; (jxiii) unless the vesting of any Option ceases upon the Termination Date or other cessation of eligibility to vest for any reason, except as may otherwise be explicitly provided in the Plan or by Section 6 of this Award Agreement; (xiv) Optionee acknowledges that this Award Agreement is between Optionee and Micro, and that the Company in its discretion, the Employer is not a party to this Award and the benefits evidenced by this Agreement do not create any entitlement Agreement; (xv) Optionee agrees 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 provide Micro with any corporate transaction affecting data requested if Optionee is a mobile employee to facilitate the Company’s Stockproper withholding and reporting by Micro and/or the Employer as applicable; and (kxvi) neither Optionee acknowledges that the EmployerPlan and this Award Agreement are intended to conform to the extent necessary with all provisions of the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations and rules promulgated by the U.S. Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Company nor any other Subsidiary Plan shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency administered, and the United States Dollar that Option is granted and may affect be exercised, only in such a manner as to conform to such laws, rules and regulations. To the value of extent permitted by applicable law, the Plan and this Award or of any amounts due Agreement shall be deemed amended to the Grantee pursuant extent necessary to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementconform to such laws, rules and regulations.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 at any time by the Company at Company’s Board of Directors, or any time, Committee of the Board to which the extent permitted by Board may delegate its powers under the PlanPlan (“Committee”); (b) the grant of the Award options is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of options (whether on the same or different terms), or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future Awards grants of options or other grants, if any, will be at the sole discretion of the CompanyBoard or Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting and exercise provisions applicable to the grant; (d) the Award option grant and the GranteeParticipant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any affiliate and shall not interfere with the ability of the Company, or affiliate, as applicable, to terminate Participant’s employment or service relationship; (e) the Grantee Participant is voluntarily participating in the Plan; (f) the Award options and any the shares of Common Stock acquired under subject to the Plan options are not intended to replace any pension rights or compensation; (g) the Award options and any the shares of Common Stock acquired under subject to the Planoptions, and the income and value of samethereof, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, 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; (h) the future value of the shares of Common Stock underlying the Award options is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) unless otherwise determined by the Board or Committee in its sole discretion, a termination of employment shall be effective from the date on which active employment or service ends and shall not be extended by any statutory or common law notice of termination period; the Committee shall have the exclusive discretion to determine when a termination of employment occurs for purposes of this grant of options; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award options resulting from the termination of Participant ceasing to provide employment or other services to the Grantee’s employment relationship Company or any affiliate (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Participant is employed or the terms of the Grantee’s Participant's employment agreement, if any), and in consideration of the grant of the EX-US NQSO AGREEMENT options to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company 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 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; (jk) unless otherwise provided herein, in the Plan or by the Company in its discretion, the Award options and the benefits evidenced by this Agreement do not create any entitlement to have the Award options 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 Common Stock of the Company’s Stock; and (kl) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Employer, the Company nor any other Subsidiary affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s Participant's local currency and the United States Dollar that may affect the value of the Award options or of any amounts due to the Grantee Participant pursuant to settlement the exercise of the Award options or the subsequent sale of any shares of Common Stock acquired upon settlementexercise.

Nature of Grant. In accepting By electing to participate in the AwardPlan, the Grantee acknowledgesI acknowledge, understands understand and agrees agree that: (a) the Plan is established voluntarily by the Company, Company and it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plannature; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grantsgrants of options under the Plan, if any, will be at the sole discretion of the Company; (dc) the Award and the Grantee’s participation in grant of options under the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, and shall not interfere with the ability of the Company or any Subsidiary, as applicable, to terminate my employment (if any); (ed) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired options granted under the Plan and the Shares underlying such options, and the income and value of same, are not intended to replace any pension rights or compensation; (ge) the Award and any shares of Stock acquired options granted under the PlanPlan and the Shares underlying such options, and the income and value of same, are not part of my normal or expected compensation for any purpose, including, without limitationbut not limited to, 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; (hf) the future value of the shares of Stock Shares underlying the Award options granted under the Plan is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (ig) the Shares that I acquire under the Plan may increase or decrease in value, even below the Purchase Price; (h) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Award resulting from options granted to me under the Plan as a result of the termination of my status as an Employee (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the Grantee’s jurisdiction where I am employed or the terms of my employment relationship agreement, if any) and, in consideration of the grant of options under the Plan to which I otherwise am not entitled, I irrevocably agree never to institute a claim against the Company, the Employer or any Subsidiary, waive my ability, if any, to bring such claim, and release the Company, the Employer and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, I shall be deemed irrevocably to have agreed not to pursue such claim and I agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) in the event of the termination of my 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 Grantee is I am employed or the terms of the Grantee’s my employment agreement, if any);, my right to participate in the Plan and any options granted to me under the Plan, if any, will terminate effective as of the date that I no longer am actively employed by the Company and/or the Employer and will not be extended by any notice period mandated under the employment laws in the jurisdiction in which I am employed or the terms of my employment agreement, if any (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws in the jurisdiction in which I am employed or the terms of my employment agreement, if any); the Committee shall have the exclusive discretion to determine when I no longer am actively employed for purposes of my participation in the Plan (including whether I still may be considered to be actively employed while on a leave of absence); and if any payroll deductions are taken under the Plan after the date I am no longer actively employed, my sole remedy will be payment to me of such amounts in the same manner as other accumulated payroll deductions are returned to me; and (j) unless the grant of the option and the benefits evidenced by this Enrollment Agreement do not create any entitlement not otherwise specifically provided for in the Plan Plan, or provided by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award such rights 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 a sale of substantially all of the Company’s Stock; and (k) neither the Employer, assets or a merger of the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between in which the Grantee’s local currency and Company is not the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementsurviving corporation.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by except as otherwise provided in the Plan;. (b) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of the Option, even if the Option has been granted repeatedly in the past; (c) all decisions with respect to future Awards or other Option grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is you are voluntarily participating in the Plan; (e) the Option and the Ordinary Shares subject to the Option are an extraordinary item and which is outside the scope of your employment or service contract, if any; (f) the Award Option and any shares of Stock acquired under the Plan Ordinary Shares subject to the Option are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, Option and the income and value of same, Ordinary Shares subject to the Option are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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; (h) 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; (i) the future value of the shares of Stock underlying the Award Ordinary Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (ij) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship 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 Grantee is you are employed or rendering services, or the terms of the Grantee’s your employment agreement, if any); (j) unless , and in consideration of the grant of the Option to which you are otherwise provided not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement you shall be deemed irrevocably to have the Award agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (k) you acknowledge and agree that neither the EmployerCompany, the Company Affiliate employing or retaining you nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee you pursuant to the settlement of the Award Option or the subsequent sale of any shares of Stock Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the Awardgrant hereunder, the Grantee acknowledges, understands Executive acknowledges 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 Company at any time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by exclusive right of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan; , all of which interpretations and determinations shall be final and binding; (biii) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (civ) all decisions with respect nothing contained in this Agreement is intended to future Awards create or enlarge any other grants, if any, will be at contractual obligations between the sole discretion of Company or the Company; (d) the Award Employer and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; Executive; (evi) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired grant under the Plan, and the income and value including any grant of samePerformance Shares, are is not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-long service awardsoption, pension pension, or retirement benefits or payments or welfare benefits or similar payments; ; (hvii) the Executive is voluntarily participating in the Plan; (viii) the future value of the shares of Stock Shares underlying the Award granted hereunder is unknown, indeterminable, unknown and cannot be predicted with certainty; ; and (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (kix) neither the EmployerCompany, the Company Employer nor any other Subsidiary of their respective Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the change in value of the Award or of any amounts due to Award, the Grantee pursuant to amount realized upon settlement of the Award or the amount realized upon a subsequent sale of any shares of Stock Shares acquired upon settlementsettlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions of any Award of Performance Shares to correct for any windfalls or shortfalls in such Award which, in the Committee’s determination, arise from factors beyond the Executive’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 limited to decreasing, and not increasing, such Award.

Nature of Grant. In accepting the Award, the Grantee 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, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grantsequity-based awards to the Participant, if any, will be at the sole discretion of the Company; (c) the Participant’s participation in the Plan is voluntary; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock Shares acquired under the Plan Plan, and the value of and income attributable to the same, are not intended to replace any pension rights or compensation; (ge) unless otherwise agreed with the Company, the Award and any shares of Stock Shares acquired under the Plan, and the income and value of and income attributable to the same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of any Affiliate; (f) the Award and any Shares acquired under the Plan, and the value of and income attributable to the same, are not part of normal or expected compensation or salary for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hg) the future value of the shares of Stock Shares underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certaintypredicted; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (jh) unless otherwise provided in the Plan or by the Company in its discretionPlan, 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 CompanyCommon Stock; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the Participant’s Stocktermination of employment or 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 his or her employment or service agreement, if any); and (kj) neither if the Participant is employed or providing services outside of the U.S.: (i) the Award and any Shares acquired under the Plan, and the value of and income attributable to the same, are not part of normal or expected compensation or salary for any purpose, and in no event should be considered as compensation for, or relating in any way to, past services to the Employer, the Company or any other Affiliate; and (ii) neither the Company, the Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar U.S. dollar that may affect the value of the Award or of any amounts due to the Grantee Participant pursuant to settlement the vesting of the Award or the subsequent sale of any shares of Stock Shares acquired upon settlementvesting.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Shares of Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Shares of Restricted Stock, or benefits in lieu of Shares of Restricted Stock, even if Shares of Restricted Stock have been granted in the past; (cb) all decisions with respect to future Awards Shares of Restricted Stock or other grants, if any, will be at the sole discretion of the Company; (dc) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fd) the Award and any shares Shares of Restricted Stock acquired under the Plan are not intended to replace any pension rights or compensation; (ge) the Award and any shares Shares of Stock acquired under the PlanRestricted Stock, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (hf) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certaintypredicted; (g) for purposes of the Shares of Restricted Stock, 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 the Restricted Stock 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 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: (i) the Shares of Restricted Stock 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 Shares of Restricted Stock or of any amounts due to Participant pursuant to the subsequent sale of any Shares; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Shares of Restricted Stock resulting from the termination of the GranteeParticipant’s employment relationship status as a 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 Grantee Participant is employed a Service Provider or the terms of the GranteeParticipant’s employment or service agreement, if any); (j) unless or the occurrence of a Milestone Deadline, and in consideration of the grant of the Shares of Restricted Stock to which Participant is otherwise provided in the Plan or by the Company in its discretionnot entitled, the Award and the benefits evidenced by this Agreement do not create Participant irrevocably agrees never to institute 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 claim against the Company’s Stock; and (k) neither , any Parent or Subsidiary or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company nor Company, any other Parent or Subsidiary and the Employer 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, Participant shall be liable for deemed irrevocably to have agreed not to pursue such claim and agrees to execute any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value all documents necessary to request dismissal or withdrawal of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementsuch claim.

Nature of Grant. In accepting the Awardgrant of the Option, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of options, or benefits in lieu of options, even if options have been granted in the past; (cb) all decisions with respect to future Awards option or other grantsgrants of awards, if any, will be at the sole discretion of the CompanyCorporation; (c) the Participant’s acceptance of the Option is voluntary; (d) the Award Option and the Grantee’s participation in Shares subject to the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan Option are not intended to replace any pension rights or compensation; (ge) the Award Option and any shares of Stock acquired under the PlanShares subject to the Option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (hf) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (g) for purposes of the Option, unless otherwise expressly provided in this Option Agreement or determined by the Corporation, the Participant’s right to vest in the Option, if any, will terminate as of the Termination 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 providing services or the terms of the Participant’s employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine the Termination Date for purposes of the Option grant (including whether the Participant may still be considered to be providing services while on a leave of absence); (h) unless otherwise provided by the Corporation 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 Corporation’s Shares; and (i) the following provisions apply if the 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; and (ii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the Participant’s termination of the Grantee’s employment relationship active 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 Grantee Participant is employed or providing services or the terms of the GranteeParticipant’s employment or service agreement, if any), and in consideration of the grant of the Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or any Subsidiary, waives his or her ability, if any, to bring any such claim, and releases the Corporation and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by accepting the Option, 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; (jiii) unless otherwise provided in the Plan or by the Company in its discretion, the Award Participant acknowledges 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 Company’s Stock; and (k) agrees that neither the Employer, the Company Corporation nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee Participant pursuant to settlement the exercise of the Award Option or the subsequent sale of any shares of Stock Shares acquired upon settlementexercise.

Nature of Grant. In accepting the RSU Award, the Grantee acknowledges, understands and agrees acknowledges 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 Company at any time, to the extent permitted by the Plan; ; (b2) the grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future grants; awards under the Plan, or benefits in lieu of Awards under the Plan, even if Awards under the Plan have been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other grantsAwards, if any, will be at the sole discretion of the Company; ; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an create a right to further employment contract with the Company; Grantee’s employer (ethe “Employer”) and shall not interfere with the ability of the Employer to terminate the Grantee’s employment relationship at any time, for any or no reason to the extent permitted under applicable law; (5) the Grantee is voluntarily participating in the Plan; ; (f6) the RSU Award and any the shares of Stock acquired under subject to the Plan RSU Award are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any of its Subsidiaries, including the Employer, and are outside the scope of the Grantee’s employment contract, if any; (7) the RSU Award, the shares of Stock subject to the RSU Award and the income and value of same are not intended to replace any pension rights or compensation; ; (g) 8) the Award and any RSU Award, the shares of Stock acquired under subject to the Plan, RSU Award and the income and value of same, same are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; 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 or Affiliate of the Company; (h9) the RSU Award and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary or Affiliate; (10) the future value of the underlying shares of Stock underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certainty; ; (i11) in consideration of the grant of the RSU Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from the termination of the Grantee’s employment relationship (with the Company or any of its Subsidiaries, including the Employer, for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment local labor laws (or later found invalid), and the Grantee irrevocably releases the Company and its Subsidiaries, including the Employer, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim; (12) in the jurisdiction where the Grantee is employed or the terms event of termination of the Grantee’s employment agreement(whether or not in breach of local labor laws), the Grantee’s right to vest in the RSU Award under the Plan, if any, will terminate effective as of the date that the 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 local law); ; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the RSU Award (jincluding whether the Grantee shall be considered actively employed while on a leave of absence); (13) unless the RSU Award and the benefits under the Plan, if any, do not create any entitlement not otherwise specifically provided for in the Plan or provided by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the RSU Award or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s shares of Stock; and and (k14) neither the Employer, the Company nor any other Subsidiary of its Affiliates shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar U.S. dollar that may affect the value of the RSU Award or of any amounts due to the Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any shares of Stock acquired upon settlementsettlement of the RSU Award.

Nature of Grant. In accepting the Awardgrant hereunder, the Grantee acknowledges, understands Executive acknowledges 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 Company at any time; (ii) the Executive has read the Plan and any Awards granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the extent permitted by power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan; , all of which interpretations and determinations shall be final and binding; (biii) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of Awards, benefits in lieu of Awards, or any other Plan benefits in the future; (civ) all decisions with respect nothing contained in this Agreement is intended to future Awards create or enlarge any other grants, if any, will be at contractual obligations between the sole discretion of Company or the Company; (d) the Award Employer and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; Executive; (ev) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired grant under the Plan, and the income and value including any grant of samePerformance Shares, are is not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-long service awardsoption, pension pension, or retirement benefits or payments or welfare benefits or similar payments; ; (hvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the shares of Stock Shares underlying the Award granted hereunder is unknown, indeterminable, unknown and cannot be predicted with certainty; ; and (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (kviii) neither the EmployerCompany, the Company Employer nor any other Subsidiary of their respective Subsidiaries shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the change in value of the Award or of any amounts due to Award, the Grantee pursuant to amount realized upon settlement of the Award or the amount realized upon a subsequent sale of any shares of Stock Shares acquired upon settlementsettlement of the Award, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. Without limiting the generality of the foregoing, the Committee shall have the discretion to adjust the terms and conditions of any Award of Performance Shares to correct for any windfalls or shortfalls in such Award which, in the Committee's determination, arise from factors beyond the Executive'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 limited to decreasing, and not increasing, such Award.

Nature of Grant. In accepting the Awardsigning this Agreement, the Grantee 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, amended, suspended or terminated by the Company at any time, to unless otherwise provided in the extent permitted by the PlanPlan and this Agreement; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grantsAwards, or benefits in lieu of Awards even if Awards have been made repeatedly in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of Grantee's participation in the CompanyPlan is voluntary; (d) RSUs are an extraordinary item that do not constitute compensation of any kind for services of any kind rendered to the Award Company or the Employer, and RSUs are outside the scope of the Grantee’s participation in the Plan shall not be interpreted as forming an 's employment contract with the Companycontract, if any; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or welfare benefits relating in any way to, past services for the Company or similar paymentsthe Employer; (hf) the future value In consideration of the shares grant of Stock underlying the Award is unknownAward, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise arises from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether RSUs or not later found to be invalid or diminution in breach of employment laws in the jurisdiction where the Grantee is employed or the terms value of the Grantee’s employment agreement, if any); (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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect Shares on which the value of the Award is based resulting from termination of the Grantee's service by the Company or the Employer (for any reason whatsoever and whether or not in breach of any amounts due to local labor laws) and the Grantee pursuant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement and/or accepting the Award, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (g) The value of the Shares on which the payment in settlement of the Award is determined is not guaranteed and may fluctuate or the subsequent sale drop in value such that payments in settlement of any shares of Stock acquired upon settlementsome RSUs may be greater or less than payments from other RSUs with different vesting dates.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (bii) the grant of the Award MTE RSUs is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants 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 Awards awards or other grants, if any, will be at the sole discretion of the Company; (div) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Executive is voluntarily participating in the Plan; (fv) the Award MTE RSUs and any shares the Shares subject to the MTE RSUs, and the income from and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (gvi) the Award MTE RSUs and any shares of Stock acquired under the PlanShares subject to the MTE RSUs, and the income from and value of same, are not part of normal or expected compensation for any purposepurposes of, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hvii) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (iviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award MTE RSUs resulting from the termination of the GranteeExecutive’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 Grantee Executive is employed or the terms of the GranteeExecutive’s employment agreement, if any), and in consideration of the grant of the MTE RSUs, the Executive agrees not to institute any claim against the Company, the Employer, or any member of the Combined Group and its Affiliates; (jix) 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 connection with, the service the Executive may provide as a director of the Company or any member of the Combined Group and its Affiliates; (x) unless otherwise provided in the Plan or by the Company in its discretion, the Award MTE RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Award 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’s Stock; and (kxi) if the Executive resides outside of the United States or is otherwise subject to the laws of a 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 EmployerCompany, the Company nor Employer or any other Subsidiary member of the Combined Group or its Affiliates shall be liable for any foreign exchange rate fluctuation between the GranteeExecutive’s local currency and the United States Dollar that may affect the value of the Award MTE RSUs or of any amounts due to the Grantee Executive pursuant to the settlement of the Award MTE RSUs or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the this Performance-Based Award, the Grantee acknowledges, understands and agrees that: (a) 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 Company at any time, to the extent permitted by as provided in the Plan; (b) b. the grant of the Performance-Based Award is voluntary and occasional and does not create any contractual or other right to receive future grantsAwards, or benefits in lieu thereof, even if Awards have been granted in the past; (c) c. all decisions with respect to future grants of Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and d. the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Companyis voluntary; (e) e. the Grantee is voluntarily participating in the Plan; (f) the Performance-Based Award and any shares of Stock acquired under Shares subject to the Plan Award are not intended to replace any pension rights or compensation; (g) f. the Award and any shares of Stock acquired under Shares subject to the PlanAward, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitationincluding but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, leave pay, pension or welfare or retirement benefits or payments or welfare benefits or similar mandatory payments; (h) g. the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) h. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination Grantee ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of local labor laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment relationship agreement, if any); i. for purposes of the Award, the Grantee’s employment will be considered terminated as of the date Grantee is no longer actively providing services to the Company, an Employer or an Affiliate and the Grantee’s right, if any, to earn and be paid any portion of the Award, after such termination of employment or services (regardless of the reason for any reason whatsoever, such termination and whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any) will be measured by the date the Grantee ceases to actively provide services and will not be extended by any notice period (e.g., active service would not Elanco Performance-Based Award Agreement include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); the Committee 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 actively providing services while on a leave of absence); (j) j. unless otherwise provided in the Plan or by the Company Committee in its discretion, the Award and the benefits evidenced by this Award 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 Company’s StockShares; and (k) neither k. none of the EmployerCompany, the Company nor Employer or any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to the settlement of the Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Performance Cash Award, you acknowledge that: • the Grantee acknowledges, understands and agrees that: (a) the Plan MIP is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation, at any time, to the extent permitted by the Plan; (b) MIP; • the grant of the Performance Cash Award is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grants; (c) grants of Performance Cash Awards, or benefits in lieu of Performance Cash Awards, even if Performance Cash Awards have been granted in the past; • all decisions with respect to future Awards or other grantsPerformance Cash Awards, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is Corporation; • you are voluntarily participating in the Plan; (f) MIP; • the Performance Cash Award and any shares payment that may be received in settlement of Stock acquired under the Plan are Performance Cash Award (i) is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered, and which is outside the scope of your employment contract, if any, (ii) is not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are (iii) is not part of normal or expected compensation or salary for any purpose, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) ; • the Performance Cash Award will not be interpreted to form an employment contract or relationship with the Corporation or any Subsidiary, nor does it amend any legal relationship or legal entitlement between you and the Employer; • this Notice, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of your further employment for the vesting period, for any period, or at all, and will not interfere with your right or the right of the Employer to terminate your employment relationship at any time; • unless otherwise determined by the Corporation in its sole discretion, for purposes of this Agreement, a termination of Employment shall be effective from the date on which active employment ends and shall not be extended by any statutory or common law notice of termination period; • unless otherwise agreed with Corporation, the Performance Cash Award 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 a Subsidiary; • the future value of the shares of Stock underlying the Performance Cash Award is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) certainty due to a substantial risk of forfeiture; • neither the Corporation, the Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Performance Cash Award or of any amounts due to you pursuant to the settlement of the Performance Cash Award; • no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Cash Award or the recoupment of amounts paid pursuant to the Performance Cash Award resulting from the (i) termination of Employment (regardless of the Grantee’s employment relationship (reason for any reason whatsoever, termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is you are employed or the terms of the Grantee’s your employment agreement, if any); , and/or (jii) unless the application of any recoupment/forfeiture policy, as described herein; and in consideration of the grant of the Performance Cash Award, you agree not to institute any claim against the Corporation, or the Employer; and • the Performance Cash Award does not create any entitlement, not otherwise specifically provided for in the Plan MIP or provided by the Company Corporation in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Cash Award or any such benefits transferred to, or assumed by, another company nor or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementCompany Common Stock.

Nature of Grant. In accepting the Awardgrant of Restricted Stock Units, the Grantee 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 Company at any time, to unless otherwise provided in the extent permitted by Plan and the PlanAgreement; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future Awards grants of Restricted Stock Units or other grantsawards, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (fe) the Award and any shares award of Restricted Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are Units is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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; (hf) the award of Restricted Stock Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any of its subsidiaries; (g) the future value of the shares of Common Stock underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certainty; (ih) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award or diminution in value of the Award or shares of Common Stock acquired pursuant to the Award resulting from the termination of the Grantee’s employment relationship 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 local labor laws) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the Award, the Grantee will be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim; (i) in the jurisdiction where the Grantee is employed or the terms event of termination of the Grantee’s employment agreement(whether or not in breach of local labor laws), the Grantee’s right to receive the Award and vest in the Award under the Plan, if any, will terminate effective as of the date that the 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 local law); the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Grantee’s Award; (j) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation 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 toPlan, or assumed by, another company nor to be exchanged, cashed out the Grantee’s acquisition or substituted for, in connection with any corporate transaction affecting sale of the Company’s underlying shares of Common Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between Grantee is hereby advised to consult with the Grantee’s local currency personal tax, legal and financial advisors regarding the United States Dollar that may affect Grantee’s participation in the value of the Award or of Plan before taking any amounts due action related to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPlan.

Nature of Grant. In accepting the LTI Award, the Grantee acknowledges, understands and agrees that: (a) 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) b. all decisions with respect to future Awards or other LTI Award grants, if any, will be at the sole discretion of the Company; (d) c. the grant of the LTI Award and the Grantee’s participation in the Plan shall not create a right to continued employment or service or be interpreted as forming an employment or services contract with the CompanyCompany or any Subsidiary or affiliate and shall not interfere with the ability of the Company or any Subsidiary or affiliate to terminate the Grantee’s employment relationship at any time; (e) d. the Grantee is voluntarily participating Grantee’s participation in the PlanPlan is voluntary; (f) e. the LTI Award and any shares the Shares subject to the LTI Award, and the income and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (g) f. the LTI Award and any shares of Stock acquired under the PlanShares subject to the LTI Award, and the income and value of the same, are extraordinary items outside the scope of the Grantee’s employment or services contract, if any, and are not part of normal or expected compensation or salary of any kind for services of any purposekind rendered to the Company, including, without limitation, any Subsidiary or any affiliate or for purposes of 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; (h) g. the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (i) h. unless otherwise agreed with the Company, the LTI Award and the Shares subject to the LTI Award, 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 Company or any Subsidiary or affiliate; i. no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Award resulting from the termination of the Grantee’s termination of employment relationship by the Company or any 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 the Grantee is employed or the terms of the Grantee’s employment agreementor services contract, if any); (j) unless otherwise provided in j. the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement necessarily transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out takeover or substituted for, in connection with any corporate transaction affecting transfer of liability; k. the Company’s Stock; and (k) Grantee acknowledges and agrees that neither the Employer, the Company nor any other Subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the LTI Award or of any amounts due to the Grantee pursuant to the settlement of the LTI Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Awardaward of PSUs, the Grantee acknowledges, understands and agrees acknowledges that: (a) the Plan is discretionary in nature and established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) , and the grant award of PSUs is at the sole discretion of the Award is voluntary and occasional Company and does not create any contractual or other right to receive future grantsawards of PSUs, or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past; (b) the award of PSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the PSUs are outside the scope of the Grantee’s employment contract, if any; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award PSUs and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, Dividend Equivalent PSUs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hd) neither the future value award of PSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the shares Company, the PSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of Stock underlying the Award is unknown, indeterminablePSUs or Dividend Equivalent PSUs, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Award PSUs, Dividend Equivalent PSUs, or shares received upon settlement of the PSUs or Dividend Equivalent PSUs resulting from the termination of the Grantee’s employment relationship 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 local labor laws) and the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless otherwise provided in the Plan or by irrevocably releases the Company in its discretionand the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Award and the benefits evidenced by this Agreement do not create any Grantee shall be deemed irrevocably to have waived his or her entitlement to have the Award or any pursue 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by except as otherwise provided in the Plan;. (b2) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of the Option, even if the Option has been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other Option grants, if any, will be at the sole discretion of the Company; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is you are voluntarily participating in the Plan; (f5) the Award Option and any shares the Ordinary Shares subject to the Option are an extraordinary item and which is outside the scope of Stock acquired under your employment or service contract, if any; (6) the Plan Option and the Ordinary Shares subject to the Option are not intended to replace any pension rights or compensation; (g7) the Award and any shares of Stock acquired under the Plan, Option and the income and value of same, Ordinary Shares subject to the Option are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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; (h8) 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 shares of Stock underlying the Award Ordinary Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty;; (Employee Univ NQSO) Page 8 of 28 (i10) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship 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 Grantee is you are employed or rendering services, or the terms of the Grantee’s your employment agreement, if any); (j) unless , and in consideration of the grant of the Option to which you are otherwise provided not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement you shall be deemed irrevocably to have the Award agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (k11) you acknowledge and agree that neither the EmployerCompany, the Company Affiliate employing or retaining you nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency of the country in which you reside and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee you pursuant to the settlement of the Award Option or the subsequent sale of any shares of Stock Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the Awardgrant of Restricted Stock Units, the Grantee 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 Company at any time, to unless otherwise provided in the extent permitted by Plan and the Plan; Agreement; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future Awards grants of Restricted Stock Units or other grantsawards, if any, will be at the sole discretion of the Company; ; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; ; (fe) the Award and any shares award of Restricted Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are Units is not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (hf) the award of Restricted Stock Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any of its subsidiaries; (g) the future value of the shares of Common Stock underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certainty; ; (ih) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award or diminution in value of the Award or shares of Common Stock acquired pursuant to the Award resulting from the termination of the Grantee’s employment relationship 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 local labor laws) and the Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the Award, the Grantee will be deemed irrevocably to have waived the Grantee’s entitlement to pursue such claim; (i) in the jurisdiction where the Grantee is employed or the terms event of termination of the Grantee’s employment agreement(whether or not in breach of local labor laws), the Grantee’s right to receive the Award and vest in the Award under the Plan, if any, will terminate effective as of the date that the 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 local law); ; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Grantee’s Award; (j) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Common Stock; and (k) the Grantee is hereby advised to consult with the Grantee’s personal tax, legal and financial advisors regarding the Grantee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due action related to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPlan. 13.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past; (c) all decisions with respect to future Awards or other grantsgrants of restricted stock units, if any, will be at the sole discretion of the Company; (d) the grant of the Award and the Grantee’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 Company or any Related Corporation and shall not interfere with the ability of the Employer, the Company or any Related Corporation to terminate your employment or service relationship (if any); (e) the Grantee is you are voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan Shares subject to the Award are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the PlanShares subject to the Award, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from your ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, 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, in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any Related Corporation or the Employer, waive the ability, if any, to bring any such claim and release the Company, any Related Corporation and the Employer 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, you will be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; (j) for purposes of the 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 the Grantee’s your employment relationship 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 Grantee is you are employed or the terms of the Grantee’s your employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, your right to vest in the Award, if any, will terminate effective as of the 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 Award (including whether or not you may still be considered to be providing services while on an approved leave of absence); (jk) 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 of the Company’s Stock; and (kl) the following provisions apply only if you are providing services outside the United States: (i) the Award and the Shares subject to the Award are not part of normal or expected compensation or salary for any purpose; (ii) neither the EmployerCompany, the Company Employer nor any other Subsidiary Related Corporation shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States Dollar dollar that may affect the value of the Award or of any amounts due to the Grantee you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Award, the 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, 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; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any);service relationship; and (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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlement.

Nature of Grant. In accepting the AwardShare Option, the Grantee Optionee acknowledges, understands and agrees that: (a) a. the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) b. the grant of the Award this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Share Options, or benefits in lieu of Share Options, even if Share Options have been granted in the past; (c) c. all decisions with respect to future Awards Share Options or other grants, if any, will be at the sole discretion of the Company; (d) d. the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Optionee is voluntarily participating in the Plan; (f) e. the Award grant of this Share Option does not establish a service relationship between the Optionee and the Company; f. this Share Option and any shares Ordinary Shares subject to this Share Option, and the income from and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation;; Version: June 2020 (g) g. unless otherwise agreed with the Award Company, this Share Option and any shares of Stock acquired under the PlanOrdinary Shares subject to this Share Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Optionee may provide as a director of a Subsidiary; h. this Share Option and any Ordinary Shares subject to this Share Option, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or payments or welfare benefits or similar mandatory payments; (h) i. the future value of the shares of Stock Ordinary Shares underlying the Award this Share Option is unknown, indeterminable, and cannot be predicted with certainty; (i) j. if the Ordinary Shares do not increase in value after the Grant Date, this Share Option will have no value; k. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award this Share Option resulting from the termination of the GranteeOptionee’s employment 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 Grantee Optionee is employed providing services or the terms of the GranteeOptionee’s employment service agreement, if any); (j) l. unless otherwise provided in the Plan or by the Company in its discretion, the Award this Share Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award this Share 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 Company’s StockOrdinary Shares; and (k) m. neither the EmployerCompany, the Company Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeOptionee’s local currency and the United States Dollar that may affect the value of the Award this Share Option or of any amounts due to the Grantee Optionee pursuant to settlement the exercise of the Award this Share Option or the subsequent sale of any shares of Stock Ordinary Shares acquired upon settlementexercise.

Nature of Grant. In accepting the Awardgrant, the Grantee 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, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Units is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsgrants of Units, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s 's participation in the Plan shall not be interpreted as forming an create a right to further employment contract with the CompanyEmployer and shall not interfere with the ability of the Employer to terminate Grantee's employment relationship at any time; (e) the Grantee is voluntarily participating in the Plan;; _____________________ * Grantee understands that the sale of Shares to satisfy the Company’s withholding obligations will be considered a sale for purposes of short-swing liability under Section 16(b) of the Exchange Act. Any profit realized in a purchase of shares of the Company’s stock within six months of the sale may be recovered by the Company or by a stockholder of the Company on behalf of the Company. Restricted Stock Unit Grant Agreement ___________________________ (f) the Award Units and any the shares of Stock acquired under subject to the Plan 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 which is outside the scope of Grantee's employment contract, if any; (g) the Units and the shares of Stock subject to the Units are not intended to replace any pension rights or compensation; (gh) the Award Units and any the shares of Stock acquired under subject to the Plan, and the income and value of same, Units are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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 subsidiary or affiliate of the Company; (hi) the grant of Units and Grantee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate of the Company; (j) the future value of the underlying shares of Stock underlying the Award is unknown, indeterminable, unknown and cannot be predicted with certainty; (ik) in consideration of the grant of the Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Units resulting from the termination of Grantee's employment with the Grantee’s employment relationship Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) or a violation of the covenants and Grantee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; (l) in the jurisdiction where event of termination of Grantee's employment (whether or not in breach of local labor laws), Grantee's right to vest in the Grantee is employed or Units under the terms of the Grantee’s employment agreementPlan, 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 local law); (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 Committee shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting determine when Grantee is no longer actively employed for purposes of the Company’s StockUnits; and (km) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency Units and the United States Dollar that may affect benefits under the value Plan, if any, will not automatically transfer to another company in the case of the Award a merger, take-over or transfer of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementliability.

Nature of Grant. In accepting the Awardgrant, the Grantee Executive 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 Company at any time, to unless otherwise provided in the extent permitted by the Plan; Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal; (b) the grant of the Award is voluntary PSUs are extraordinary items and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or payments or welfare benefits or similar payments; ; (hc) in no event should the PSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PSUs or the underlying Shares intended to replace any pension rights or compensation; (d) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty;; (e) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan or the PSUs; 6. (if) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs resulting from the termination of the GranteeExecutive’s employment relationship Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws), and in consideration of the jurisdiction where grant of the Grantee PSUs to which the Executive is employed otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the terms of Service Recipient, (ii) waives the GranteeExecutive’s employment agreementability, if any); , to bring any such claim, and (jiii) unless otherwise provided releases the Company and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement Executive shall be deemed irrevocably to have the Award agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaims; and (kg) neither the EmployerExecutive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Company nor Plan before taking any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due action related to the Grantee pursuant to settlement of the Award PSUs or the subsequent sale of any shares of Stock acquired upon settlementPlan. 16.

Nature of Grant. In accepting the this Award, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the this Award is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of awards, or benefits in lieu of awards, even if awards have been granted in the past; (cb) all decisions with respect to future Awards stock appreciation right awards or other grants, if any, will be at the sole discretion of the CompanyAdministrator; (dc) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fd) the this Award and any shares of Stock acquired payments under the Plan this Award are not intended to replace any pension rights or compensation; (ge) the this Award and any shares of Stock acquired payments under the Plan, this Award and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (hf) the future value of the shares of Stock Shares underlying the this Award is unknown, indeterminable, and cannot be predicted with certainty; (g) if the underlying Shares do not increase in value, this Award will have no value; (h) 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 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 Award 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 this Award 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 this Award 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 Award grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with local law). Further, for the avoidance of doubt, Participant shall not be entitled to any pro rata vesting of any Shares subject to this Award should Participant’s status as a Service Provider cease before this Award has fully vested (e.g., if Participant’s status as a Service Provider ceases on March 1 before this Award has become fully vested, Participant shall not be entitled to any vesting of the Shares subject to the Award that were scheduled to vest on the immediately following vesting date of March 10); (i) unless otherwise provided in the Plan or by the Administrator in its discretion, this Award and the benefits evidenced by this Award Agreement do not create any entitlement to have this Award 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 (j) the following provisions apply only if Participant is providing services outside the United States: (i) this Award and any payments under this Award 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 this Award or of any amounts due to Participant pursuant to the exercise of this Award; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the this Award resulting from the termination of the GranteeParticipant’s employment relationship status as a 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 Grantee Participant is employed a Service Provider or the terms of the GranteeParticipant’s employment or service agreement, if any); (j) unless , and in consideration of the grant of this Award to which Participant is otherwise provided not entitled, Participant irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim, and releases 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement Participant shall be deemed irrevocably to have the Award agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and agrees Xxxxxxx acknowledges that: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Corporation at any time, to time unless otherwise provided in the extent permitted by the PlanPlan or this Agreement; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants;grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past, (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the CompanyCorporation; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (e) the Performance Units and the Common Stock subject to the Performance Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation or Grantee’s employer, and which is outside the scope of Xxxxxxx’s employment contract, if any; (f) the Award Performance Units and any shares of the Common Stock acquired under subject to the Plan Performance Units are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and future value of same, the underlying Common Stock is unknown and cannot be predicted with certainty; (h) Awards and resulting benefits are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certaintyinsofar as permitted by law; (i) in consideration of the grant of the Performance Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Performance Units resulting from the termination of the Grantee’s employment relationship with the Corporation or Grantee’s 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 Grantee irrevocably releases the jurisdiction where the Grantee is employed or the terms of the Corporation and Grantee’s employment agreementemployer from any such claim that may arise; if, if any);notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to have waive any entitlement to pursue such claim; and (j) unless otherwise provided in the Plan event Grantee ceases to be a Service Provider (whether or not in breach of local labor laws), Xxxxxxx’s right to vest in the Performance Units under the Plan, if any, will terminate effective as of the date that Grantee is no longer a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to Administrator shall have the Award or any such benefits transferred to, or assumed by, another company nor exclusive discretion to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable determine when Grantee is no longer a Service Provider for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value purposes of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPerformance Units.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by except as otherwise provided in the Plan;. (b2) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of the Option, even if the Option has been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other Option grants, if any, will be at the sole discretion of the Company; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is you are voluntarily participating in the Plan; (f5) the Award Option and any shares the Ordinary Shares subject to the Option are an extraordinary item and which is outside the scope of Stock acquired under your employment or service contract, if any; (6) the Plan Option and the Ordinary Shares subject to the Option are not intended to replace any pension rights or compensation; (g7) the Award and any shares of Stock acquired under the Plan, Option and the income and value of same, Ordinary Shares subject to the Option are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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; (h8) 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 shares of Stock underlying the Award Ordinary Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i10) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship your Termination Date (for any reason whatsoever, (Employee NQSO) Page 8 of 25 whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where the Grantee is you are employed or rendering services, or the terms of the Grantee’s your employment agreement, if any); (j) unless , and in consideration of the grant of the Option to which you are otherwise provided not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement you shall be deemed irrevocably to have the Award agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (k11) you acknowledge and agree that neither the EmployerCompany, the Company Affiliate employing or retaining you nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency of the country in which you reside and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee you pursuant to the settlement of the Award Option or the subsequent sale of any shares of Stock Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the LTI Award, the 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other LTI Award grants, if any, will be at the sole discretion of the Company; (dc) the grant of the LTI Award and the Grantee’s participation in the Plan shall not create a right to continued employment or service or be interpreted as forming an employment or services contract with the CompanyCompany or any Subsidiary or affiliate and shall not interfere with the ability of the Company or any Subsidiary or affiliate to terminate the Grantee’s employment relationship at any time; (d) the Grantee’s participation in the Plan is voluntary; (e) the Grantee is voluntarily participating in the Plan; (f) the LTI Award and any shares the Shares subject to the LTI Award, and the income and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (gf) the LTI Award and any shares of Stock acquired under the PlanShares subject to the LTI Award, and the income and value of the same, are extraordinary items outside the scope of the Grantee’s employment or services contract, if any, and are not part of normal or expected compensation or salary of any kind for services of any purposekind rendered to the Company, including, without limitation, any Subsidiary or any affiliate or for purposes of 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; (hg) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (h) unless otherwise agreed with the Company, the LTI Award and the Shares subject to the LTI Award, 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 Company or any Subsidiary or affiliate; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTI Award resulting from the termination of the Grantee’s termination of employment relationship by the Company or any 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 the Grantee is employed or the terms of the Grantee’s employment agreementor services contract, if any); (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement necessarily transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out takeover or substituted for, in connection with any corporate transaction affecting the Company’s Stock; andtransfer of liability; (k) the Grantee acknowledges and agrees that neither the Employer, the Company nor any other Subsidiary or affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the LTI Award or of any amounts due to the Grantee pursuant to the settlement of the LTI Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the grant of the ECP Award, the Grantee Participant acknowledges, understands and agrees that: (a) 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 Company at any time, to the extent permitted by the Plan; (b) b. the grant of the ECP Award is exceptional, discretionary, voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of ECP Award, or benefits in lieu of the ECP Award, even if the ECP Award have been granted in the past; (c) c. all decisions with respect to future Awards the ECP Award or other grants, if any, will be at the sole discretion of the Company; (d) d. the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (f) e. the Award ECP Award, the Shares subject to the ECP Award, and any shares the income from and value of Stock acquired under the Plan same, are not intended to replace any pension rights or compensation; (g) f. unless otherwise agreed with the Company, the ECP Award and any shares of Stock acquired under the PlanShares subject to the ECP Award, 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 of the Company; g. the ECP Award and the Shares subject to the ECP Award, and the income from and value of same, are not part of normal or expected compensation for any purpose, purpose including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement benefits or payments or welfare benefits or similar mandatory payments; (h) h. the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws i. except as otherwise provided in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreementECP Award Agreement and ECP Terms and Conditions, if any); (j) unless otherwise provided in the Plan or by the Company in its discretion, the ECP Award and the benefits evidenced by this the ECP Award Agreement do not create any entitlement to have the ECP 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 Company’s StockShares; and (k) j. neither the Employer, Company or any affiliate of the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the ECP Award or of any amounts due to the Grantee Participant pursuant to the settlement of the ECP Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Awardaward of PSUs, the Grantee acknowledges, understands and agrees acknowledges that: (a) the Plan is discretionary in nature and established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) , and the grant award of PSUs is at the sole discretion of the Award is voluntary and occasional Company and does not create any contractual or other right to receive future grantsawards of PSUs, or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past; (b) subject to Section 5 of the Company’s Compensation Recoupment Policy, the award of PSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the PSUs are outside the scope of the Grantee's employment contract, if any; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award PSUs and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, Dividend Equivalent PSUs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hd) neither the future value award of PSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the shares Company, the PSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of Stock underlying the Award is unknown, indeterminablePSUs or Dividend Equivalent PSUs, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Award PSUs, Dividend Equivalent PSUs, or shares received upon settlement of the PSUs or Dividend Equivalent PSUs resulting from the termination of the Grantee’s 's employment relationship 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 local labor laws) and the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless otherwise provided in the Plan or by irrevocably releases the Company in its discretionand the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Award and the benefits evidenced by this Agreement do not create any Grantee shall be deemed irrevocably to have waived his or her entitlement to have the Award or any pursue 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting By participating in the LTI Plan and in exchange for receiving the LTIP Award, the Grantee Participant acknowledges, understands and agrees that: (a) the LTI Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the LTI Plan; (b) the grant of the LTIP Award is voluntary and occasional and does not create any contractual or other right to receive future grantsawards, or benefits in lieu of LTIP Awards, even if LTIP Awards have been granted in the past; (c) all decisions with respect to future Awards or other LTIP Award grants, if any, will be at the sole discretion of the CompanyCommittee; (d) the Award and the GranteeParticipant’s participation in the LTI Plan shall not be interpreted as forming an employment contract with the Companyis voluntary; (e) the Grantee is voluntarily participating in LTIP Awards and the Plan; (f) the Award and any shares of Common Stock acquired under subject to the Plan LTIP Award are not intended to replace any pension rights or compensation; (gf) the LTIP Award and any the shares of Common Stock acquired under subject to the Plan, LTIP Award and the income and the value of same, the same are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or pension, retirement benefits or payments or welfare benefits or similar paymentsbenefits; (hg) the future value of the underlying shares of Common Stock underlying the Award is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (ih) no claim or entitlement to compensation or damages shall arise from forfeiture of the LTIP Award resulting from the failure to reach Performance Goals or termination of the GranteeParticipant’s employment relationship by the Company 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 Grantee Participant is employed or the terms of the Grantee’s his or her employment agreement, if any), and in consideration of the LTIP Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, any of its Affiliates or the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the LTI 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; (ji) unless otherwise provided in the Plan or by the Company in its discretion, the LTIP Award and the benefits evidenced by this Agreement do not create any entitlement to have the LTIP Award or any such benefits transferred to, or assumed by, another company nor company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and (kj) the following provisions apply only if the Participant is providing services outside the United States: (A) the LTIP Award and the shares of Common Stock subject to the LTIP Award are not part of normal or expected compensation or salary for any purpose; and (B) neither the EmployerCompany, the Company Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the GranteeParticipant’s local currency and the United States Dollar that may affect the value of the LTIP Award or any shares of Common Stock delivered to the Participant upon vesting of the LTIP Award or of any amounts due to proceeds resulting from the Grantee pursuant to settlement of the Award or the subsequent Participant’s sale of any shares of Stock acquired upon settlementsuch shares.

Nature of Grant. In accepting the AwardRSUs, the Grantee acknowledges, understands and agrees acknowledges that: (a) the Plan is discretionary in nature and established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by as provided in the Plan; (b) , and the grant award of RSUs is at the sole discretion of the Award is voluntary and occasional Company and does not create any contractual or other right to receive future grantsawards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past; (b) the award of RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the RSUs are outside the scope of the Grantee’s employment contract, if any; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, without limitation, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (hd) neither the future value award of RSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Employee is not an employee of the shares Company, the RSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of Stock underlying the Award is unknown, indeterminableRSUs, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Award or shares received upon vesting of the RSUs resulting from the termination of the Grantee’s employment relationship 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 local labor laws) and the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless otherwise provided in the Plan or by irrevocably releases the Company in its discretionand the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Award and the benefits evidenced by this Agreement do not create any Grantee shall be deemed irrevocably to have waived his or her entitlement to have the Award or any pursue 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Shares of Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Shares of Restricted Stock, or benefits in lieu of Shares of Restricted Stock, even if Shares of Restricted Stock have been granted in the past; (cb) all decisions with respect to future Awards grants of Restricted Stock or other grants, if any, will be at the sole discretion of the Company; (dc) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (fd) the Award and any shares Shares of Restricted Stock acquired under the Plan are not intended to replace any pension rights or compensation; (ge) the Award and any shares Shares of Stock acquired under the PlanRestricted Stock, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (hf) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certaintypredicted; (g) for purposes of the Shares of Restricted Stock, 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 the Restricted Stock Award (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 the subsequent sale of any Shares; and (3) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock resulting from the termination of the GranteeParticipant’s employment relationship status as a 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 Grantee Participant is employed a Service Provider or the terms of the GranteeParticipant’s employment or service agreement, if any); (j) unless , and in consideration of the grant of the Restricted Stock to which Participant is otherwise provided not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Parent or Subsidiary or the Service Recipient, waives his or her ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement Participant shall be deemed irrevocably to have the Award agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementclaim.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by except as otherwise provided in the Plan;. (b2) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of the Option, even if the Option has been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other Option grants, if any, will be at the sole discretion of the Company; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is you are voluntarily participating in the Plan; (f5) the Award Option and any shares the Ordinary Shares subject to the Option are an extraordinary item and which is outside the scope of Stock acquired under your employment or service contract, if any; (6) the Plan Option and the Ordinary Shares subject to the Option are not intended to replace any pension rights or compensation; (g7) the Award and any shares of Stock acquired under the Plan, Option and the income and value of same, Ordinary Shares subject to the Option are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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; (h8) 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 shares of Stock underlying the Award Ordinary Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i10) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship your Termination Date (for any reason whatsoever, (Employee Univ NQSO) Page 8 of 28 whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where the Grantee is you are employed or rendering services, or the terms of the Grantee’s your employment agreement, if any); (j) unless , and in consideration of the grant of the Option to which you are otherwise provided not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement you shall be deemed irrevocably to have the Award agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (k11) you acknowledge and agree that neither the EmployerCompany, the Company Affiliate employing or retaining you nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency of the country in which you reside and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee you pursuant to the settlement of the Award Option or the subsequent sale of any shares of Stock Ordinary Shares acquired upon settlement.

Nature of Grant. In accepting the Awardgrant, the Grantee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past; (c) all decisions with respect to future Awards or other grantsgrants of restricted stock units, if any, will be at the sole discretion of the Company; (d) the grant of the Award and the Grantee’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 Company or any Related Corporation and shall not interfere with the ability of the Employer, the Company or any Related Corporation to terminate your employment or service relationship (if any); (e) the Grantee is you are voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan Shares subject to the Award are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the PlanShares subject to the Award, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from your ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, 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, in consideration of the grant of the Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any Related Corporation or the Employer, waive the ability, if any, to bring any such claim and release the Company, any Related Corporation and the Employer 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, you will be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; (j) for purposes of the 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 the Grantee’s your employment relationship 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 Grantee is you are employed or the terms of the Grantee’s your employment agreement, if any), unless otherwise provided in this Agreement or determined by the Company, your right to vest in the Award, if any, will terminate effective as of the 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 Award (including whether or not you may still be considered to be providing services while on an approved leave of absence); (jk) 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 of the Company’s Stock; and (kl) the following provisions apply only if you are providing services outside the United States: (i) the Award and the Shares subject to the Award are not part of normal or expected compensation or salary for any purpose; (ii) neither the EmployerCompany, the Company Employer nor any other Subsidiary Related Corporation shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States Dollar dollar that may affect the value of the Award or of any amounts due to the Grantee you pursuant to the settlement of the Award or the subsequent sale of any shares of Stock Shares acquired upon settlement.

Nature of Grant. In accepting the Awardgrant of the Option, the Grantee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature Company and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Options, or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future Awards Options or other grants, if any, will be at the sole discretion of the Company; (d) the Award Option grant and the Grantee’s participation in the Plan shall not create a right to Employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Grantee’s Employment; (e) the Grantee is voluntarily participating in the Plan; (f) the Award Option and any shares of Stock acquired under the Plan Shares subject to the Option are not intended to replace any pension rights or compensation; (g) the Award Option and any shares of Stock acquired under the PlanShares subject to the Option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, purposes of 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; (h) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Option will have no value; j) if the Grantee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of the Grantee’s employment relationship (for any reason whatsoeverEmployment, whether or not later found and in consideration of the grant of the Option to be invalid or in breach of employment laws in the jurisdiction where which the Grantee is employed otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any of its Affiliates or the terms of the Grantee’s employment agreementEmployer, waives his or her ability, if any); (j) unless otherwise provided , to bring any such claim, and releases the Company, its Affiliates and the Employer 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 or by the Company in its discretionPlan, the Award and the benefits evidenced by this Agreement do not create any entitlement Grantee shall be deemed irrevocably to have the Award agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or any withdrawal of 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 Company’s Stockclaim; and (kl) the Grantee acknowledges and agrees that neither the EmployerCompany, the Company Employer nor any other Subsidiary Affiliate shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Award Option or of any amounts due to the Grantee pursuant to settlement the exercise of the Award Option or the subsequent sale of any shares of Stock Shares acquired upon settlementexercise.

Nature of Grant. In accepting the Award, the Grantee acknowledges, understands and agrees You acknowledge 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 Company at any time, to the extent permitted by as provided in the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (dc) the Award is exceptional, voluntary and the Grantee’s participation occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards, even if Awards have been granted in the Plan shall not be interpreted as forming an employment contract with the Companypast; (ed) the Grantee is you are voluntarily participating in the Plan; (fe) your Award is an extraordinary item that does not constitute compensation for services rendered to the Award Company or the Service Recipient, and any shares is outside the scope of Stock acquired under the Plan are not intended to replace any pension rights or compensationyour employment contract, if any; (gf) the your Award and any the shares of Stock acquired under subject to the PlanAward, and the income from and value of the same, are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awardsholiday pay, pension or retirement benefits or payments or benefits, welfare benefits or similar payments; (g) the Award will not be interpreted to form an employment contract or relationship with the Company or the Service Recipient, and will not interfere with the ability of the Company or the Service Recipient to terminate your employment or service relationship at any time; (h) the future value of the underlying shares of Stock underlying the Award is unknown, indeterminable, indeterminable and cannot be predicted with certainty; (i) if you receive shares, the value of such shares may increase or decrease in value; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the your termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where the Grantee is you are employed or the terms of the Grantee’s your employment agreement, if any); (j) unless otherwise provided in , from the Plan enforcement of any covenant to which this Award is subject or breach of company policy to which this Award is subject, or from the application of any clawback provision herein or recoupment policy adopted by the Company in its discretion, the Award and the benefits evidenced or imposed 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 Company’s Stockapplicable law; and (k) if you are providing services outside the United States, neither the Employer, the Company nor any other Subsidiary the Service Recipient shall be liable for any foreign exchange rate fluctuation between the Grantee’s your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Grantee you pursuant to settlement the vesting of the Award or the subsequent sale of any shares of Stock acquired upon settlementsuch vesting.

Nature of Grant. In accepting the Awardthis Stock Option, the Grantee Optionee 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 Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Stock Option is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award Stock Option and the GranteeOptionee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Optionee is voluntarily participating in the Plan; (f) the Award Stock Option and any shares of Stock acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award Stock Option and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, 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; (h) the future value of the shares of Stock underlying the Award Stock Option is unknown, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Stock Option resulting from the termination of the GranteeOptionee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee Optionee is employed or the terms of the GranteeOptionee’s employment agreement, if any); (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award Stock Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award Stock 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the GranteeOptionee’s local currency and the United States Dollar that may affect the value of the Award Stock Option or of any amounts due to the Grantee pursuant to settlement Optionee in connection with the exercise of the Award Stock Option or the subsequent sale of any shares of Stock acquired upon settlementexercise.

Nature of Grant. In accepting the Awardthis Grant, the Grantee Xxxxxxx acknowledges, understands and agrees that: : (a) the Plan this Grant Agreement is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; this Grant Agreement; (b) the grant of the Award this Grant is voluntary and occasional and does not create any contractual or other right to receive future grants; , or benefits in lieu of grants, even if grants have been made in the past; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; ; (d) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; Grantee is voluntarily accepting this Grant Agreement; (e) this Grant and the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Stock acquired under the Plan Shares allocated to this Grant are not intended to replace any pension rights or compensation; compensation and are outside the scope of Grantee’s employment contract, if any; (gf) this Grant and the Award and any shares of Stock acquired under the PlanShares allocated to this Grant, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-of- service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; ; (h) the future value of the shares of Stock underlying the Award is unknown, indeterminable, and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (jg) unless otherwise provided in the Plan this Grant Agreement or by the Company in its discretion, the Award this Grant and the benefits evidenced by this Grant Agreement do not create any entitlement to have the Award this Grant 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 Company’s StockShares; and and (kh) neither the Employer, the Company nor any other Subsidiary of its Affiliates shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar or the selection by the Company or any one of its Affiliates in its sole discretion of an applicable foreign exchange rate that may affect the value of this Grant (or the Award calculation of income or Tax-Related Items thereunder) or of any amounts due to the Grantee pursuant to the settlement of the Award this Grant or the subsequent sale of any shares of Stock acquired upon settlementthe Shares allocated to this Grant.

Nature of Grant. The following provision supplements the Nature of Grant section of the Award Agreement: In accepting the AwardOptions, the 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 Company at any time, acknowledges that they consent to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Grantee’s participation in the Plan shall and has received a copy of the Plan. The Grantee understands that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant Options under the Plan to employees, consultants, and directors throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not be interpreted as forming economically or otherwise bind the Company or any Subsidiary or Affiliate on an employment contract with the Company; (e) ongoing basis. Consequently, the Grantee is voluntarily participating in understands that the Plan; (f) Options are granted on the Award assumption and condition that the Options and any shares of Stock Shares acquired under the Plan are not intended to replace any pension rights or compensation; (g) the Award and any shares of Stock acquired under the Plan, and the income and value of same, are not part of normal any employment contract (either with the Company or expected compensation any other Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation), includingor any other right whatsoever. In addition, without limitationthe Grantee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, calculating the Grantee acknowledges and freely accept that, should 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; (h) the future value all of the shares assumptions be mistaken or should any of Stock underlying the Award is unknown, indeterminable, and canconditions not be predicted with certainty; (i) no claim met for any reason, then any grant of or entitlement right to compensation or damages the Options shall arise from forfeiture be null and void. The Grantee understands and agrees that, as a condition of the Award resulting from the termination grant of the Grantee’s employment relationship (for any reason whatsoeverOptions, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any); (j) unless otherwise provided in the Plan or Award Agreement, the termination of the Grantee's termination of service for any reason (including the reasons listed below) will automatically result in the loss of the Options to the extent the Option has not vested and become exercisable as of the date the Grantee is no longer actively providing service. In particular, unless otherwise provided in the Plan or Award Agreement, the Grantee understands and agrees that any unvested portion of the Options as of the date the Grantee is no longer actively providing service and any vested portion of the Options not exercised within the post-termination exercise period set out in this Award Agreement will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of a termination of the Grantee's termination of service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the ​ ​ MYT Netherlands Parent B.V. Contact Einsteinring 9 Phone: +00 00 000000-000 85609 Aschheim/Munich Fax: +00 00 000000-000 Germany ​ ​ ​ Commercial Registry: Local Court Munich, HRB 261084 Managing Directors: Xxxxxxx Xxxxxx, Dr. Xxxxxx Xxxx, Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxx ​ Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Company Service Recipient and under Article 10.3 of the Royal Decree 1382/1985. The Grantee acknowledges that they have read and specifically accept the conditions referred to in its discretion, the Award and Agreement including 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 Company’s Stock; and (k) neither the Employer, the Company nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value Nature of the Award or of any amounts due to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementGrant section.

Nature of Grant. In accepting the Awardgrant, the Grantee acknowledges, understands and agrees Participant acknowledges 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 Company at any time, to the extent permitted by the Plan; (b2) the grant of the Award Option is voluntary and occasional and does not create any contractual or other right to receive future grantsgrants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past; (c3) all decisions with respect to future Awards or other Option grants, if any, will be at the sole discretion of the Company; (d4) the Award and the Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee Participant is voluntarily participating in the Plan; (f5) the Award Option and the Shares underlying the Option are an extraordinary item that does not constitute compensation of any shares kind for services of Stock acquired under any kind rendered to the Plan Company or the Employer, and which is outside the scope of Participant’s employment contract, if any; (6) the Option and the Shares underlying the Option are not intended to replace any pension rights or compensation; (g7) the Award and any shares of Stock acquired under the Plan, Option and the income and value of same, Shares underlying the Option are not part of normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement benefits or payments 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 or any Parent or Subsidiary or affiliate of the Company; (h8) the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Parent, Subsidiary or affiliate of the Company; (9) the future value of the shares of Stock underlying the Award Shares is unknown, indeterminable, unknown and cannot be predicted with certainty; (i10) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s status as a Service Provider by the Grantee’s employment relationship Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws local labor laws) and Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; 4 (11) in the jurisdiction where event of termination of Participant’s status as a Service Provider (whether or not in breach of local labor laws), Participant’s right to receive and vest in the Grantee is employed or Option under the terms of the Grantee’s employment agreementPlan, if any, will terminate effective as of the date that Participant is no longer actively a Service Provider and will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of active service as a Service Provider (whether or not in breach of local labor laws), Participant’s right to exercise the Option after termination of service, if any, will be measured by the date of termination of Participant’s active service and will not be extended by any notice period mandated under local law; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively a Service Provider for purposes of the Participant’s Option grant; (j12) unless otherwise provided in the Plan or by the Company in its discretion, the Award Option and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out take-over or substituted for, in connection with any corporate transaction affecting the Company’s Stocktransfer of liability; and (k13) neither the Employer, the Company is not providing any tax, legal or financial advice, nor is the Company making any other Subsidiary shall be liable for any foreign exchange rate fluctuation between recommendations regarding Participant’s participation in the GranteePlan, or Participant’s local currency and the United States Dollar that may affect the value purchase or sale of the Award or of underlying Shares. Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any amounts due action related to the Grantee pursuant to settlement of the Award or the subsequent sale of any shares of Stock acquired upon settlementPlan.