Common use of Nature of Grant Clause in Contracts

Nature of Grant. In accepting the grant, 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 is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of 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 grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating in the Plan; (e) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock 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, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are an extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Participant’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Participant also understands that neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; (j) 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 Continuous Service 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 Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Employee’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Employee’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Employee exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Employee also understands that neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar (or the selection by the Company or an Affiliate in its sole discretion of an applicable foreign currency exchange rate) that may affect the value of the Option (or the calculation of income or Tax-Related Items thereunder); (j) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant Employee irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, Participant Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees Optionee acknowledges 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 unless otherwise provided in the extent permitted by the Plan; Plan and this Stock Option Agreement; (bii) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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 Company; ; (div) Participant Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; (v) Optionee is voluntarily participating in the Plan; ; (evi) the Award and the shares Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany or the Employer, and which is outside the income and value scope of sameOptionee’s employment contract, are not intended to replace any pension rights or compensation; if any; (fvii) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are Option 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; ; (gviii) in the event that Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliate of the Company; (ix) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (hx) if the underlying Shares do not increase in value, the Option will have no value; (xi) if Optionee exercises his or her Option(s) and acquires Shares, the value of those Shares acquired may increase or decrease in value, even below the Exercise Price; (xii) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from the termination of ParticipantOptionee’s Continuous Service employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing the PlanNotice of Grant, Participant Optionee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim claim; and agreed (xiii) notwithstanding any terms or conditions of the Plan to execute the contrary, in the event of involuntary termination of Optionee’s employment (whether or not in breach of local labor laws), Optionee’s right to receive options and vest in options under the Plan, if any, will terminate effective as of the date that Optionee 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); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of his or her active employment and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with will not be extended by any notice period mandated under local law; the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shall have the Award exclusive discretion to determine when Optionee is no longer actively employed for purposes of 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 shares of the Companyher Option grant.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees Employee acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Employee’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Employee’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Employee exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Employee also understands that neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; (j) 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 Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant Employee irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, Participant Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grantRestricted Stock Units, the Participant acknowledges, understands and agrees acknowledges that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; ; (b) the grant of the Award Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsRestricted Stock Units, or benefits in lieu of Awards, Restricted Stock Units even if Awards Restricted Stock Units have been granted repeatedly in the past; ; (c) all decisions with respect to future Awards or other grantsawards of Restricted Stock Units, if any, will be at the sole discretion of the Company; ; (d) Participant is voluntarily participating the Participant’s participation in the Plan; Plan is voluntary; (e) Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Award Company or any Subsidiary, and that are outside the scope of the Participant’s employment contract, if any; (f) Restricted Stock Units and the shares of Common Stock Shares subject to the Award, and the income and value of same, Restricted Stock Units are not intended to replace any pension rights or compensation; ; (fg) the Award unless provided for elsewhere, Restricted Stock Units and the shares of Common Stock Shares subject to the Award, and the income and value of same, Restricted Stock 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-redundancy or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement 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 any Subsidiary; (gh) the award of Restricted Stock Units and the Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (hj) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock Units resulting from the termination of Participant’s Continuous Service employment with the Company or any Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and Company and/or the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim claim; and agreed to execute any and all documents necessary to request dismissal (k) except as otherwise provided for in this Agreement or withdrawal the Plan, in the event of such claim; involuntary termination of the Participant’s employment (i) unless otherwise agreed with the Company whether or not in writingbreach of local labor laws), the Award Participant’s right to receive Restricted Stock Units and vest under the shares Plan, if any, will terminate effective as of Common Stock subject the date that the Participant’s Service is terminated 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 the Awardlocal law), and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 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 the shares Participant is no longer actively employed for purposes of the Companythis Agreement.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees you acknowledge 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 unless otherwise provided in the extent permitted by the PlanPlan and this Award Agreement; (bii) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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) Participant is your participation in the Plan shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause; (v) you are voluntarily participating in the Plan; (evi) the Award and the shares Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardMicro or your employer, and which is outside the income and value scope of sameyour employment contract, are not intended to replace any pension rights or compensationif any; (fvii) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are Option 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-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gviii) in the event that you are an employee of a subsidiary or Affiliate of Micro, the option grant 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 with your employer or any subsidiary or Affiliate of Micro; (ix) the future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (hx) if the underlying shares do not increase in value, the Option will have no value; (xi) if you exercise your Option and obtain shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Option price; (xii) in consideration of the option grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Options or diminution in value of the Option or shares purchased through exercise of the Option resulting from the termination of Participant’s Continuous Service your employment by Micro or your 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 Participant is employed or the terms of Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant you irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, release Micro and releases the Company, any Related Entity and the Employer your employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Award Agreement, Participant you shall be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jxiii) unless otherwise provided notwithstanding any terms or conditions of the Plan to the contrary, in the Plan event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by the Company in its discretionany notice period mandated under local law (e.g., the Award and the benefits evidenced by this Agreement do active employment would not create any entitlement include a period of “garden leave” or similar period pursuant to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted forlocal law); furthermore, in connection with the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to exercise the Option after termination of employment, if any, will not be extended by any corporate transaction affecting the shares of the Companynotice period mandated under local law.

Nature of Grant. In By accepting the grantOption, Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyWorkday, it is discretionary in nature nature, and it may be modified, amended, suspended or terminated by the Company Workday at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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 CompanyWorkday; (d) the Option grant and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming an employment or service contract with Workday, the Employer or any Parent or Subsidiary; (e) Participant is voluntarily participating in the Plan; (ef) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan are not intended to replace any pension rights or compensation; (fg) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gh) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (hi) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant 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 will arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any)Termination, and in consideration of the grant of the Award Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the CompanyWorkday, any Related Entity Parent or Subsidiary or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the CompanyWorkday, any Related Entity 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 will be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jl) unless otherwise provided in the Plan or by the Company Workday in its discretion, the Award Option and the benefits evidenced by this 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 shares Shares; and (m) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; (ii) Participant acknowledges and agrees that neither Workday, the Employer nor any Parent or Subsidiary will 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 CompanyOption or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

Nature of Grant. In accepting the grant, Participant 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 unless otherwise provided in the extent permitted by the Plan; Plan and this Award Agreement; (b2) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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) Participant is voluntarily participating in the Plan; ; (e5) the Award Option and the shares of Common Stock Shares subject to the AwardOption are an extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the income scope of Participant’s employment contract, if any; (6) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; ; (f7) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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, holiday pay, bonuses, long-service awards, leave-related paymentspension, pension or retirement 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 or any Subsidiary or affiliate of the Company; (g8) the Option grant and Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company, the Employer or any Subsidiary or affiliate of the Company; (9) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (h10) if the underlying Shares do not increase in value, the Option will have no value; (11) if Participant exercises his or her Option and obtain Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (12) 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 Continuous Service employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer and any Subsidiary and affiliate of the Company from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim claim; (13) in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive an Option and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with vest in the Company in writingOption under the Plan, the Award and the shares of Common Stock subject to the Awardif any, and the income and value of same, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company date that Participant 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 a Related Entitysimilar period pursuant to local law); and (j) unless otherwise provided furthermore, in the Plan event of termination of employment (whether or not in breach of local labor laws), Participant’s right to exercise the Option after termination of employment as set forth in Section E.2. above, will be measured by the Company in its discretion, date of termination of Participant’s active employment and will not be extended by any notice period mandated under local law; the Award Board/Committee shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s Option grant; and (14) the 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, Participant the 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant is voluntarily participating the Optionee’s participation in the PlanPlan is voluntary; (e) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan are not intended to replace any pension rights or compensationcompensation under any pension arrangement; (f) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan 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, holiday paydismissal, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to past services for, the Employer, the Company or a Subsidiary; (g) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty;; and (h) no claim or entitlement to compensation or damages shall arise from forfeiture of if the Award resulting from Optionee exercises the termination of Participant’s Continuous Service (for any reason whatsoeverOption and acquires Shares, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal value of such claim; (i) unless otherwise agreed with Shares may increase or decrease in value, even below the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the CompanyOption Price.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees you acknowledge 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 unless otherwise provided in the extent permitted by the PlanPlan and this Award Agreement; (bii) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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) Participant is your participation in the Plan shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause; (v) you are voluntarily participating in the Plan; (evi) the Award and the shares Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardMicro or your employer, and which is outside the income and value scope of sameyour employment contract, are not intended to replace any pension rights or compensationif any; (fvii) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are Option 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-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gviii) in the event that you are an employee of a subsidiary or Affiliate of Micro, the option grant 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 with your employer or any subsidiary or Affiliate of Micro; (ix) the future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (hx) if the underlying shares do not increase in value, the Option will have no value; (xi) if you exercise your Option and obtain shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Option price; (xii) in consideration of the option grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Options or diminution in value of the Option or shares purchased through exercise of the Option resulting from the termination of Participant’s Continuous Service your employment by Micro or your 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 Participant is employed or the terms of Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant you irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, release Micro and releases the Company, any Related Entity and the Employer your employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Award Agreement, Participant you shall be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jxiii) unless otherwise provided notwithstanding any terms or conditions of the Plan to the contrary, in the Plan event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by the Company in its discretionany notice period mandated under local law (e.g., the Award and the benefits evidenced by this Agreement do active employment would not create any entitlement include a period of "garden leave" or similar period pursuant to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted forlocal law); furthermore, in connection with the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to exercise the Option after termination of employment, if any, will not be extended by any corporate transaction affecting the shares of the Companynotice period mandated under local law.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create Create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are an extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Participant’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Participant also understands that neither the Company, nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Option (or the calculation of income or Tax-Related Items thereunder); (j) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, Participant the Optionee 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; (bii) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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 Company; (div) Participant the Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s employment or service relationship (if any) at any time; (v) the Optionee is voluntarily participating in the Plan; (evi) the Award Option and the any shares of Common Stock subject to acquired under the Award, and the income and value of same, Plan are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock 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, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gvii) the future value of the underlying shares of Common Stock underlying the Option is unknown, indeterminable and cannot be predicted with certainty; (hviii) if the underlying shares of Common Stock do not increase in value, the Option will have no value; (ix) if the Optionee exercises the Option and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Option Price; (x) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the Optionee’s termination of Participant’s Continuous Service employment by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of any employment law in the country where the Optionee resides, even if otherwise applicable to the Optionee’s employment benefits from the Employer, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), invalid) and in consideration of the grant of the Award Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity Company 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 the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;claims; and (ixi) unless otherwise agreed with the Company in writingfollowing provisions apply only to the Optionees providing services outside the United States, as determined by the Award Company: A. the Option and the any shares of Common Stock subject acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the AwardCompany or the Employer, and which is outside the income scope of the Optionee’s employment or service contract, if any; B. the Option and value any shares of same, Common Stock acquired under the Plan are not granted part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as consideration compensation for, or relating in connection withany way to, past services for the Company, the Employer, or any Subsidiary of the Company; and C. the Option grant and the Optionee’s participation in the Plan will not be interpreted to form an employment or service Participant may provide as a director of contract or relationship with the Company or a Related Entity; 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 shares of the CompanySubsidiary.

Nature of Grant. In accepting the grantgrant of the Option, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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 CompanyAdministrator; (d) Participant is voluntarily participating in the Plan; (e) the Award Option and the shares of Common Stock subject to the Award, and the income and value of same, Option are not intended to replace any pension rights or compensationrights; (f) nothing in the Award Plan or the Terms shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and the shares of Common Stock subject its Affiliates, which rights are hereby expressly reserved, to discharge or terminate Participant’s services at any time for any reason whatsoever, with or without cause, except to the Award, extent expressly provided otherwise in a Written Agreement between the Company or an Affiliate 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentsParticipant; (g) if Participant exercises the Option and obtains shares of Stock, the value of those shares purchased upon exercise may increase or decrease in value, even below the exercise price; (h) if the underlying shares of Stock do not increase in value, the Option will have no intrinsic value; (i) the future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certaintypredicted; (hj) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Option resulting from the termination of Participant’s Continuous Service Termination of Employment 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 Participant is employed or the terms of Participant’s employment agreementcontract, if any), and in consideration of as a condition to receiving the grant of the Award to which Participant is otherwise not entitledOption grant, Participant irrevocably agrees (i) never to institute any claim against the Company, the Employer or any Related Entity other Affiliate in the event of any such termination of the Option, (ii) to waive his or the Employer, waives Participant’s her ability, if any, to bring any such claim, and releases (iii) to release the Company, any Related Entity and the Employer and all other 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, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (k) except as provided otherwise in Section 3.2 or 3.5, in the event of Participant’s Termination of Employment (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 employed or the terms of Participant’s employment contract, if any), Participant’s right to vest in the Option under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed; furthermore, in the event of Participant’s Termination of Employment, Participant’s right to exercise the Option after Termination of Employment, if any, will be measured by the date of termination of active employment 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 Participant is no longer actively employed for purposes of Participant’s Option grant (including whether Participant may still be considered to be providing services while on a leave of absence); (l) if Participant resides outside the U.S., the following additional provisions shall apply: (i) unless otherwise agreed with the Company in writing, the Award Option and the shares of Common Stock subject to the AwardOption 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 income scope of Participant’s employment contract, if any; (ii) except as explicitly provided pursuant to the terms of a written benefit plan maintained by the Company or any Affiliate, the Option and value the shares of same, Stock subject to the Option are not granted part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as consideration compensation for, or relating in connection withany way to, past services for the Company, the Employer or any service Participant may provide as a director of the Company or a Related Entityother Affiliate; and (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 shares agrees that none of the Company, the Employer or any other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the settlement of the Option or the subsequent sale of any shares of Stock acquired upon settlement.

Nature of Grant. In accepting the grantAward, Participant the Employee 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future 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 grantsAwards, if any, will be at the sole discretion of the Company; (d) Participant the Award and this Agreement shall not create any right of the Employee to employment or continued employment with the Company or an Affiliate or limit the right of the Company or an Affiliate to terminate the Employee’s employment at any time; (e) the Employee has not been induced to receive the Award by expectation of employment or continued employment; (f) The Employee is voluntarily participating in the Plan; (eg) the Award and the shares of Common Stock subject to the AwardAward are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or an Affiliate; (h) except to the extent required by applicable law that cannot be waived, the loss of the Award shall not constitute an element of damages or indemnity in the event of termination of the Employee’s employment even if the termination is determined to be in violation of an obligation of the Company or an Affiliate to the Employee by contract or otherwise; (i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; (j) for Employees who reside outside the U.S., the following additional provisions shall apply: (i) the Award and the income and value shares of same, Common Stock subject to the Award are not intended to replace any pension rights or compensation; (fii) the Award and the shares of Common Stock subject to the AwardAward are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or an Affiliate, and which is outside the income and value scope of samethe Employee’s employment or service contract, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;if any; and (giii) except as otherwise provided in this Agreement, in the future value event of termination of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; Employee’s employment (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws local labor laws), the Employee’s right to vest in the jurisdiction where Participant is employed or Award under the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s abilityPlan, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company 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 a Related Entitysimilar period pursuant to local law); 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 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 the shares Employee is no longer actively employed for purposes of the CompanyEmployee’s Award.

Nature of Grant. In accepting the grantOne Yen Stock Acquisition Right, Participant the Holder acknowledges, 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 exceptional, One Yen Stock Acquisition Rights are voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, stock acquisition rights, or benefits in lieu of Awardsoptions, even if Awards options have been granted in the past; (cb) all decisions with respect to future Awards options, stock acquisition rights or other grants, if any, will be at the sole discretion of the Company; (dc) Participant is voluntarily participating in the PlanOne Yen Stock Acquisition Right grants shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Parent, or Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Parent, or Subsidiary, as applicable, to terminate the Holder’s employment or Service; (ed) the Award One Yen Stock Acquisition Rights and the any shares of Common Stock subject to acquired as a result of the Award, and Automatic Acquisition or the income and value of same, Automatic Termination Acquisition are not intended to replace any pension rights or compensation; (fe) the Award One Yen Stock Acquisition Rights and the any shares of Common Stock subject to acquired as a result of the Award, Automatic Acquisition or the Automatic Termination Acquisition 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gf) the future value of the underlying shares of Common Stock underlying the One Yen Stock Acquisition Rights is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (g) if the underlying shares of Common Stock do not increase in value, the One Yen Stock Acquisition Rights will have no value; (h) if the Holder acquires shares of Common Stock pursuant to the Automatic Acquisition or the Automatic Termination Acquisition, the value of such shares of Common Stock may increase or decrease in value, even below the exercise price; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award One Yen Stock Acquisition Rights resulting from the termination of Participant’s Continuous Service Holder ceasing to provide Services to 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 Participant the Holder is employed or the terms of Participantthe Holder’s employment agreement, if any), and in consideration of the grant of the Award One Yen Stock Acquisition Right to which Participant the Holder is otherwise not entitled, Participant the Holder irrevocably agrees never to institute any claim against the Company, its Parent, any Related Entity of its Subsidiaries or the Employer, waives Participantwaive the Holder’s ability, if any, to bring any such claim, and releases release the Company, any Related Entity its Parent, 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, Participant shall be deemed Holder hereby irrevocably to have agreed agrees not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award One Yen Stock Acquisition Rights and the benefits evidenced by this Agreement do not create any entitlement to have the Award One Yen Stock Acquisition 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 the shares of Common Stock; (k) the One Yen Stock Acquisition Rights and the shares of Common Stock subject to the One Yen Stock Acquisition Rights are not part of normal or expected compensation or salary for any purpose; and (l) the Holder acknowledges and agrees that neither the Company, the Employer nor any Parent, or Subsidiary shall be liable for any foreign exchange rate fluctuation between the Holder’s local currency and the United States Dollar or Japanese yen that may affect the value of the One Yen Stock Acquisition Rights or of any amounts due to the Holder pursuant to the Automatic Acquisition or the Automatic Termination Acquisition or the subsequent sale of any shares of Common Stock acquired upon exercise.

Nature of Grant. In accepting the grantRestricted Stock Units, the Participant acknowledges, understands and agrees acknowledges that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; ; (b) the grant of the Award Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsRestricted Stock Units, or benefits in lieu of Awards, Restricted Stock Units even if Awards Restricted Stock Units have been granted repeatedly in the past; ; (c) all decisions with respect to future Awards or other grantsawards of Restricted Stock Units, if any, will be at the sole discretion of the Company; ; (d) Participant is voluntarily participating the Participant’s participation in the Plan; Plan is voluntary; (e) Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Award Company or any Subsidiary, and that are outside the scope of the Participant’s employment contract, if any; (f) Restricted Stock Units and the shares of Common Stock Shares subject to the Award, and the income and value of same, Restricted Stock Units are not intended to replace any pension rights or compensation; ; (fg) the Award unless provided for elsewhere, Restricted Stock Units and the shares of Common Stock Shares subject to the Award, and the income and value of same, Restricted Stock 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-redundancy or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement 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 any Subsidiary; (gh) the award of Restricted Stock Units and the Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (hj) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Restricted Stock Units resulting from the termination of Participant’s Continuous Service employment with the Company or any Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and Company and/or the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim claim; and agreed to execute any and all documents necessary to request dismissal (k) except as otherwise provided for in this Award Agreement or withdrawal the Plan, in the event of such claim; involuntary termination of the Participant’s employment (i) unless otherwise agreed with the Company whether or not in writingbreach of local labor laws), the Award Participant’s right to receive Restricted Stock Units and vest under the shares Plan, if any, will terminate effective as of Common Stock subject the date that the Participant’s Service is terminated 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 the Awardlocal law), and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of this 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 CompanyAgreement.

Nature of Grant. In accepting the grantyour Option, Participant acknowledgesyou acknowledge, understands understand and agrees agree 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 your Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have been granted repeatedly in the past; (c) c. all decisions with respect to future Awards or other option grants, if any, will be at the sole discretion of the Company; (d) Participant is d. you are voluntarily participating in the Plan; (e) e. your Option and any Shares acquired under the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock subject to the Award, and the income and value of same, Plan 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its Affiliates; (g) f. your Option grant and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company, your employer or any Affiliate; g. the future value of the Shares underlying shares of Common Stock your Option is unknown, indeterminable unknown and cannot be predicted with certainty; (h) h. if the underlying Shares do not increase in value, your Option will have no value; i. if you exercise your Option and acquire Shares, the value of such Shares may increase or decrease in value, even below the exercise price; j. if you reside outside the United States, the following additional provisions shall apply: i. your Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; ii. your Option and any Shares acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any of its Affiliates that is outside the scope of your employment or service contract, if any; and iii. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award your Option resulting from the termination of Participant’s your Continuous Service by the Company or your employer (for any reason whatsoever, whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), found invalid) and in consideration of the grant of the Award your Option to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any claim against the CompanyCompany or any of its Affiliates, any Related Entity or the Employer, waives Participant’s waive your ability, if any, to bring any such claim, and releases release the Company, Company and any Related Entity and the Employer of its Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant you shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Companyclaims.

Nature of Grant. In accepting the grant, Participant acknowledgesyou acknowledge, understands understand and agrees agree 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 Award Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsstock options, or benefits in lieu of Awardsstock options, even if Awards stock options have been granted in the past; (c) c. all decisions with respect to this Option and future Awards or other stock option grants, if any, will be at the sole discretion of the CompanyCompany and the Options are not an employment condition for any purpose including, but not limited to, for purposes of any legislation adopted to implement EU Directive 2000/78/EC of November 27, 2000; (d) Participant is voluntarily participating d. your participation in the PlanPlan is voluntary; e. the grant of Options and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, your employer or any Subsidiary, and shall not interfere with the ability of the Company, your employer or any Subsidiary, as applicable, to terminate your employment or service relationship (e) if any); f. the Award Options and the shares of Common Stock subject to the Award, and the income and value of same, Options are not intended to replace any pension rights or compensation; (f) g. the Award Options and the shares of Common Stock subject to the Award, Options and the income and the value of the 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) h. the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (h) i. if the underlying shares of Stock do not increase in value, the Options will have no value; j. if you exercise your Options and obtain shares of Stock, the value of those shares of Stock acquired upon exercise 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 Options resulting from the termination of Participant’s Continuous Service your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is you are employed or the terms of Participant’s your employment agreement, if any), and in consideration of the grant of the Award Options to which Participant is you are otherwise not entitled, Participant you irrevocably agrees agree never to institute any such claim against the Company, any Related Entity of its Subsidiaries or the Employeryour employer, waives Participant’s waive your ability, if any, to bring any such claim, and releases release the Company, any Related Entity its Subsidiaries and the Employer your 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 you shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; l. for purposes of the Options, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) unless otherwise agreed with your right to vest in the Company Options under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in writingthe jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the Award period (if any) during which you may exercise the Options after such termination of your employment or service relationship will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or terms of your employment agreement, if any; the Board/Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Options (including whether you may still be considered to be providing services while on a leave of absence); m. the Options and the shares of Common Stock subject to the Awardbenefits evidenced by this Agreement do not create any entitlement, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (j) unless otherwise specifically provided for 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 Options 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 Stock; and n. Neither the Company, your employer, nor any Subsidiary shall be liable for any foreign exchange fluctuation between your employer’s local currency and the United States dollar that may affect the value of your Options or of the proceeds due to you pursuant to the exercise of the Options or the sale of shares of the CompanyStock issued upon exercise.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create Create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are an extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Participant’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Participant also understands that neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; (j) 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 Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grant, Participant the 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 PlanPlan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal; (b) the grant Option is an extraordinary item and is not part of the Award is exceptionalnormal or expected compensation or salary for any purposes, voluntary and occasional and does including, but not create limited to, calculating any contractual severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or other right to receive future grants of Awards, welfare or retirement benefits in lieu of Awards, even if Awards have been granted in the pastor similar payments; (c) all decisions with respect to future Awards in no event should the Option be considered as compensation for, or other grantsrelating in any way to, if anypast services for the Company or the Service Recipient, will be at nor is the sole discretion of Option or the Company; (d) Participant is voluntarily participating in the Plan; (e) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not underlying Shares intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock 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, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gd) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (he) if the underlying Shares do not increase in value, the Option will have no value; (f) 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, the exercise of the Option and the sale of Shares at or after exercise; (g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participantthe Executive’s Continuous Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award Option to which Participant the Executive is otherwise not entitled, Participant the Executive irrevocably (i) agrees never to institute any such claim against the Company, any Related Entity Company or the EmployerService Recipient, (ii) waives Participantthe Executive’s ability, if any, to bring any such claim, and (iii) releases the Company, any Related Entity Company and the Employer Service Recipient from any such claim; if. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entityclaims; and (jh) unless otherwise provided the Executive is xxxxxx advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to this Option 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 CompanyPlan.

Nature of Grant. In accepting the grantOption, Participant understands, acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options 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; (c) the Option grant shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company or any Affiliate and shall not interfere with the ability of the Company or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any) at any time with or without cause; (d) Participant is voluntarily participating in the Plan; (e) Option and any Shares acquired under the Award and the shares of Common Stock subject to the AwardOption, and the income and value of same, are not intended to replace any pension rights or compensation; (fe) the Award Option and any Shares acquired under the shares of Common Stock subject to the AwardOption, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or benefits, welfare benefits or other similar payments; (gf) the future value of the shares underlying shares of Common Stock the Option is unknown, indeterminable and cannot be predicted with certainty, and if the underlying shares do not increase in value, the Option will have no intrinsic value; (g) if Participant exercises the Option and acquires shares, the value of such shares may increase or decrease in value, even below the exercise price; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service 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 Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;and (i) unless otherwise agreed with provided by the Company in writingAdministrator, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (j) unless otherwise provided in the Plan or by the Company in its discretion, the Award Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award Option 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 shares of the CompanyCommon Stock.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees Optionee 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant Optionee’s participation in the Plan shall not create a right to further employment with the employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; (e) Optionee is voluntarily participating in the Plan; (ef) the Award and the shares Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany or the Employer, and which is outside the income and value scope of sameOptionee’s employment contract, are not intended to replace any pension rights or compensationif any; (fg) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are Option 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-end of service payments, holiday pay, bonuses, long-long service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the Option grant will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (hj) if the underlying Shares do not increase in value, the Option will have no value; (k) if Optionee exercises Optionee’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the exercise price; (l) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from the termination of ParticipantOptionee’s Continuous Service employment 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 Participant is employed or the terms of Participant’s employment agreement, if any), ) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity Company and the Employer from any such claimclaim that may arise; if, notwithstanding not withstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, Participant Optionee shall be deemed irrevocably to have agreed not waived Optionee’s entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jm) unless otherwise provided in the Plan or event of termination of Optionee’s employment, Optionee’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when Optionee is no longer actively employed for purposes of Optionee’s Option grant. In addition, any period of notice or compensation in its discretionlieu of such notice, the Award and the benefits evidenced by this Agreement do not create any entitlement that is given or ought to have the Award been given under any contract, statute, common law or any such benefits transferred to, or assumed by, another company nor to civil law shall be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Companyexcluded.

Nature of Grant. In accepting the grantoption, Participant Optionee acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature 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) the grant of the Award option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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 CompanyCorporation; (d) Participant Optionee is voluntarily participating in the Plan; (e) the Award option and the shares any Option Shares are extraordinary items that do not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCorporation or the Employer, and are outside the income scope of Optionee’s employment contract, if any; (f) the option and value of same, any Option Shares are not intended to replace any pension rights or compensation; (fg) the Award option and the shares of Common Stock subject to the Award, and the income and value of same, Option Shares 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation, the Employer, or any Subsidiary of the Corporation; (gh) the option grant and Optionee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Corporation or any Subsidiary of the Corporation; (i) the future value of the underlying shares of Common Stock underlying the option is unknown, indeterminable unknown and cannot be predicted with certainty; (hj) if the underlying shares of Common Stock do not increase in value, the option will have no value; (k) if Optionee exercises the option and acquires Option Shares, the value of such Option Shares may increase or decrease in value, even below the Exercise Price; (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award option resulting from the termination of ParticipantOptionee’s Continuous Service employment by the Corporation 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 Participant is employed or the terms of Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the Award option to which Participant Optionee is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Related Entity Corporation or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity 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, Participant Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (im) unless otherwise agreed with if Optionee is an Employee, in the Company event of termination of Optionee’s employment (whether or not in writingbreach of local labor laws), Optionee’s right to vest in the Award and option under the shares of Common Stock subject to the AwardPlan, and the income and value of sameif any, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company date that Optionee is no longer actively providing Services 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 a Related Entitysimilar period pursuant to local law); the Board shall have the exclusive discretion to determine when Optionee is no longer actively providing Services for purposes of Optionee’s option grant; and (jn) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grant, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awardsthe Option, even if Awards Options have been granted in the past; (cb) all decisions with respect to future Awards Options or other grants, if any, will be at the sole discretion of the Company; (dc) Participant is voluntarily participating in the Plan; (ed) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, Option are not intended to replace any pension rights or compensation; (fe) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, Option are not part of normal or expected compensation or salary 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 or welfare benefits or similar payments; (gf) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty; (g) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by the Award Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous status as a Service Provider with the Employer, the Company or any Parent or Subsidiary of the Company (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed a Service Provider or the terms of Participant’s employment service agreement, if any), and in consideration of the grant of the Award Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Employer, the Company or any Parent or Subsidiary of the Company, any Related Entity waives his or the Employer, waives Participant’s her ability, if any, to bring any such claim, and releases the CompanyEmployer, the Company and any Related Entity and Parent or Subsidiary of the Employer Company 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 agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company.

Nature of Grant. In accepting the grantOption, Participant the 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant is voluntarily participating the Optionee’s participation in the PlanPlan is voluntary; (e) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan are not intended to replace any pension rights or compensationcompensation under any pension arrangement; (f) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan 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, holiday paydismissal, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to past services for, the Employer, the Company or a Subsidiary; (g) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty; (h) if the Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; and (i) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award resulting from Option or diminution in value of the Option or Shares acquired upon exercise of the Option in the event of the Optionee’s termination of Participant’s Continuous Service employment (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably agrees never to institute any claim against the CompanyCompany or any Subsidiary, any Related Entity waive his or the Employer, waives Participant’s her ability, if any, to bring any such claim, and releases release the Company, Company and any Related Entity and the Employer Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Companyclaims.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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) Participant is voluntarily participating in the Plan; ; (e5) the Award Option and the shares of Common Stock Shares subject to the AwardOption are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, the Employer or any Subsidiary or affiliate of the Company, and which is outside the income scope of Participant’s employment contract, if any; (6) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; ; (f7) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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, holiday pay, bonuses, long-service awards, leave-related paymentspension, pension or retirement 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; (g8) 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, the Employer or any Subsidiary or affiliate of the Company; (9) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; ; (h10) if the underlying Shares do not increase in value, the Option will have no value; (11) if Participant exercises his or her Option and obtain Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (12) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s waive his or her ability, if any, to bring any such claim, and releases release the Company, any Related Entity Company 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 deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; claims; and (i13) unless otherwise agreed with in the Company event of termination of Participant’s employment or service (whether or not in writingbreach of local labor laws), Participant’s right to receive an Option and vest in the Award and Option under the shares Plan, if any, will terminate effective as of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, date that Participant is no longer actively employed or in connection withservice and will not be extended by any notice period mandated under local law (e.g., any active employment or service Participant may provide as would not include a director period of the Company “garden leave” or a Related Entitysimilar period pursuant to local law); and (j) unless otherwise provided furthermore, in the Plan event of termination of employment or service (whether or not in breach of local labor laws), Participant’s right to exercise the Option after termination of employment or service as set forth in Section E.2. above, will be measured by the Company in its discretion, date of termination of Participant’s active employment or service and will not be extended by any notice period mandated under local law; the Award and the benefits evidenced by this Agreement do not create any entitlement to Board/Committee shall have the Award exclusive discretion to determine when Participant is no longer actively employed 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 service for purposes of the CompanyParticipant’s Option grant.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees thatto the following: (a) the Optionee expressly warrants that the Optionee has received, read, and understood a description of the Plan; the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or GESDMS/6544036.12 terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant the Optionee is voluntarily participating in the Plan; (e) the Award Optionee's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the shares ability of Common Stock the Employer to terminate the Optionee's employment or relationship as an employee or a corporate officer at any time; (f) the Option and any Shares subject to the AwardOption are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the income scope of the Optionee's employment or service contract, if any; (g) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fh) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any Parent or Subsidiary of the Company; (gi) the Option and the Optionee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent or Subsidiary of the Company; (j) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty; (hk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service 's 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 Participant is employed or the terms of Participant’s employment agreementlocal labor laws) and, if any), and in consideration of for the grant of the Award Option, to which Participant is not otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity Company 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 signing the PlanNotice of Xxxxx, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (il) unless otherwise agreed in the event of termination of the Optionee's service with the Company in writingor the Employer, the Award and Optionee's right to exercise the shares of Common Stock subject to the AwardOption, and the income and value of sameif any, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company date that the Optionee 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 a Related Entitysimilar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option grant; and (jm) 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 another company in the Award or any such benefits transferred tocase of a merger, take-over, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options 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) Participant is voluntarily participating in the Plan; (ed) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, Plan and the income from and value of same, are not intended to replace any pension rights or compensation; (fe) the Award Option and Shares acquired under the shares of Common Stock subject to the Award, Plan and the income from and value of same, are not part of normal or expected compensation for any purposepurposes of, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (f) unless otherwise agreed with the Company in writing, the Option and the Shares acquired from the Plan, 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 any Subsidiary or Parent of the Company; (g) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (h) if the underlying Shares do not increase in value, the Option will have no value; (i) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; (j) for purposes of the Option, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Option Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Option grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent with Applicable Laws); (k) unless otherwise provided in the Plan or by the Administrator in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (l) the following provisions apply only if Participant is providing services outside the United States: (i) the Option and the Shares subject to the Option, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; (ii) no Service Recipient shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise; and (iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous 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 employed a Service Provider or the terms of Participant’s employment or service agreement, if any), and in consideration of the grant of the Award Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the EmployerService Recipient, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer 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, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are an extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Participant’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Participant also understands that neither the Company, nor any Affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; (j) 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 Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) 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 shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended modified or terminated amended by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant Participant’s receipt of the Option is voluntarily participating in the Plan;voluntary; 6 of 10 (e) the Award Option and the shares of Common Stock Shares subject to the AwardOption are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Participant’s employment contract, if any; (f) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; further, if Participant exercises the Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price; (hi) Participant also understands that neither the Company, nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Option (or the calculation of income or Tax-Related Items thereunder); (j) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) unless otherwise provided the Option will not automatically transfer to another company in the Plan case of a merger, take-over 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 transfer of the Companyliability.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees the Optionee 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 Option Agreement; (b) the grant of the Award Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant the Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with any ability of the Employer to terminate the Optionee’s employment relationship; (e) the Optionee is voluntarily participating in the Plan; (ef) the Award and the shares Options are an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany or the Employer, and which is outside the income and value scope of samethe Optionee’s employment contract, are not intended to replace any pension rights or compensationif any; (fg) the Award and the shares of Common Stock subject to the Award, and the income and value of same, Options 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, holiday pay, bonuses, long-long service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the Option grant will not be interpreted to form an employment contract with the Company, the Employer or any subsidiary or Affiliated Company; (i) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (hj) if the underlying Shares do not increase in value, the Options will have no value; (k) if the Optionee exercises the Options and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease, even below the Exercise Price; (l) in consideration of the grant of the Options, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Options or diminution in value of the Options or Shares purchased through exercise of an Option resulting from the termination of Participantthe Optionee’s Continuous Service employment 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 Participant is employed or the terms of Participant’s employment agreement, if any), ) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Option Agreement, Participant Optionee shall be deemed irrevocably to have agreed not waived Optionee’s entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jm) unless otherwise provided in the Plan or event of termination of the Optionee’s employment, the Optionee’s right to receive and vest in an Option under the Plan, if any, will terminate effective as of the date that the Optionee receives notice of termination regardless of when such termination is effective; furthermore, in the event of termination of employment, the Optionee’s right to exercise an Option after termination of employment, if any, will be measured by the date on which the Optionee receives notice of termination; the Company shall have the exclusive discretion to determine when the Optionee has terminated for purposes of the Options. In addition, any period of notice or compensation in its discretionlieu of such notice, the Award and the benefits evidenced by this Agreement do not create any entitlement that is given or ought to have been given under any contract, statute, common law or civil law shall be excluded from 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 Optionee’s period of employment for purposes of the CompanyOptions.

Nature of Grant. The following provision supplements Section 15 of the Option Agreement. In accepting the grantOption, Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a) the 2022 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 the extent permitted by the 2022 Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsrestricted stock units, or benefits in lieu of Awardsrestricted stock units, even if Awards restricted stock units have been granted in the past; (c) all decisions with respect to future Awards stock options or other grants, if any, will be at the sole discretion of the CompanyCorporation; (d) Participant is voluntarily participating the grant of the Option and your participation in the Plan2022 Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Corporation, the Employer, or any parent or Subsidiary and shall not interfere with the ability of the Corporation, the Employer, or any parent or Subsidiary to terminate your employment; (e) you are voluntarily participating in the Award 2022 Plan; (f) the Option and the shares of Common Stock subject to the Award, and the income and value of same, Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock subject to the AwardOption, 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 calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (gh) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (hi) If the underlying shares of Common Stock do not increase in value, the Option will have no claim value; (j) If you exercise the Option and acquire shares of Common Stock, the value of such shares of Common Stock may increase or entitlement to compensation decrease, even below the Exercise Price; (k) notwithstanding any terms or damages shall arise from forfeiture conditions of the Award resulting from 2022 Plan to the contrary, unless otherwise provided in the Agreement, for purposes of the Option, your employment will be considered terminated as of the date you are no longer actively providing services to the Corporation or any Subsidiary (regardless of the reason for such termination of Participant’s Continuous Service (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed you are providing service or the terms of Participant’s your service agreement, if any) and will not be extended by any notice period (e.g., your 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 you are providing service or the terms of your service agreement, if any), and in consideration ; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option grant (including whether you may still be considered to be providing services while on a leave of absence); and (l) neither the Corporation nor the Employer nor any parent or Subsidiary will be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award Option or of any amounts due to which Participant is otherwise not entitled, Participant irrevocably agrees never you pursuant to institute any claim against the Company, any Related Entity Option or the Employer, waives Participant’s ability, if any, to bring subsequent sale of any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and Option acquired under the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company2022 Plan.

Nature of Grant. In accepting The following provisions supplement Section 8 of the grant, Participant acknowledges, understands and agrees thatAgreement: (a) the grant of RSUs under the Plan is established voluntarily by the Company, it is discretionary at one time does not in nature and it may be modified, amended, suspended any way obligate Newmont or terminated by the Company at its Subsidiaries to grant additional RSUs in any time, to the extent permitted by the Plan;future year or in any given amount. (b) the grant of RSUs and Employee’s participation in the Award is exceptional, voluntary and occasional and does Plan shall not create any contractual or other a right to receive future grants employment or be interpreted as forming or amending an employment or service contract with Newmont and shall not interfere with the ability of Awards, the Employer to terminate my employment or benefits in lieu of Awards, even service relationship (if Awards have been granted in the past;any). (c) all decisions with respect to future Awards the RSUs should in no event be considered as compensation for, or other grantsrelating in any way to, if anypast services for Newmont, will be at the sole discretion of the Company;Employer or any Subsidiary. (d) Participant is voluntarily participating Employee further acknowledges and understands that Employee’s participation in the Plan;Plan is voluntary and that the RSUs and any future RSUs under the Plan are wholly discretionary in nature, the value of which do not form part of any normal or expected compensation for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar mandatory payments, other than to the extent required by local law. (e) Employee acknowledges and understands that the Award future value of the shares of Common Stock acquired by Employee under the Plan is unknown and cannot be predicted with certainty and that no claim or entitlement to compensation or damages arises from the forfeiture of the RSUs or termination of the Plan or the diminution in value of any shares of Common Stock acquired under the Plan and Employee irrevocably releases Newmont and its Subsidiaries from any such claim that may arise. (f) Employee acknowledges and understands the RSUs and the shares of Common Stock subject to the AwardRSUs, and the income and value of the same, are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock 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, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;. (g) Employee acknowledges for the future value purposes of the underlying shares of Common Stock is unknownRSUs, indeterminable and cannot his or her employment will be predicted with certainty; (h) no claim or entitlement to compensation or damages shall arise from forfeiture considered terminated as of the Award resulting from date he or she is no longer actively providing services to Newmont, the Employer or any Subsidiary (regardless of the reason for such termination of Participant’s Continuous Service (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant he or she is employed or the terms of Participant’s his or her employment agreement, if any), and unless otherwise expressly provided in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity this Agreement or the Employer, waives Participant’s abilitydetermined by Newmont, if any, to bring will terminate as of such date and will not be extended by any such claimnotice period (e.g., and releases the Company, Employee’s period of service would not include any Related Entity and the Employer from contractual notice period or any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court period of competent jurisdiction, then, by participating “garden leave” or similar period mandated under employment laws in the Planjurisdiction where he or she is employed or the terms of his or her employment agreement, Participant if any); Newmont Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of his or her RSU grant (including whether Employee may still be deemed irrevocably considered to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal be providing services while on a leave of such claim;absence). (ih) Employee acknowledges and understands that unless otherwise agreed with the Company in writingNewmont, the Award RSUs and the shares of Common Stock subject to the AwardRSUs, and the income and value of the same, are not granted as consideration for, or in connection with, any with the service Participant her or she may provide as a director of a Subsidiary of Newmont. (i) Employee acknowledges and understands the Company RSUs and the share of Common Stock subject to the RSUs and the income and value of the same, are not part of normal or a Related Entity; andexpected compensation salary for any purpose. (j) unless otherwise provided in the Plan or by the Company in its discretionEmployee acknowledges and understands that neither Newmont, the Award Employer nor any other Affiliate of Newmont shall be liable for any foreign exchange rate fluctuation between his or her local currency and the benefits evidenced by this Agreement do not create United States Dollar that may affect the value of the RSU or of any entitlement amounts due to have Employee pursuant to the Award settlement of the RSU or the subsequent sale of 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 CompanyCommon Stock acquired upon settlement.

Nature of Grant. In accepting this Option, the grant, Participant acknowledges, understands acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Committee 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 grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant is voluntarily participating the Participant’s participation in the PlanPlan is voluntary; (e) the Award Participant’s participation in the Plan shall not create a right to further employment with the Company or the Employer and shall not interfere with the shares ability of Common Stock subject the Company or the Employer to terminate the Award, and the income and value of same, are not intended to replace Participant’s employment relationship at any pension rights or compensationtime; (f) the Award and the shares this Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardEmployer, the Company or any Parent, Subsidiary, or Affiliate of the Company and that is outside the income and value scope of samethe Participant’s employment or service contract, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentsif any; (g) the future value of the underlying shares of Common Stock underlying this Option is unknown, indeterminable unknown and cannot be predicted with certainty; (h) if the Participant exercises this Option and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Exercise Price; (i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Award Option resulting from the termination of Participant’s Continuous Termination of Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed local labor laws) or the terms diminution of Participant’s employment agreement, if any)value of the shares of Common Stock issued and/or delivered upon exercise, and in consideration of the grant of the Award this Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or a Company Group Member and/or the Employer, waives the Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and each such Company Group Member and/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 Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entityclaims; and (j) unless otherwise provided if the Participant resides outside of the U.S.: (A) this Option Award and any shares of Common Stock acquired under the Plan are not intended to replace any employee benefit rights or compensation; (B) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for the Employer or any Company Group Member; and (C) in the Plan event of the Participant’s Termination of Service (whether or by the Company not in its discretionbreach of local labor laws), and subject to Section 1.1(b) or (c), as applicable, the Award and Participant’s right to vest in the benefits evidenced by this Agreement do not create any entitlement to Option under the Plan, if any, will terminate effective as of the date of Termination of Service, it being understood that the 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 the shares Participant is no longer actively providing service for purposes of the Companythis Option.

Nature of Grant. In accepting the grant, Participant 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards 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; (c) the grant of your option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future Options, or benefits in lieu of Options, even if Options have been granted in the past; (d) Participant is you are voluntarily participating in the Plan; (e) the Award and the shares of Common Stock subject your Option is an extraordinary item that does not constitute compensation for services rendered to the AwardCompany or the Service Recipient, and is outside the income and value scope of sameyour employment contract, are not intended to replace any pension rights or compensationif any; (f) the Award your Option and the shares of Common Stock subject to the Awardexercise of the Option, and the income from and value exercise 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or benefits, welfare benefits or similar payments; (g) the grant of your Option 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 Common Stock is unknown, indeterminable and cannot be predicted with certainty; (hi) the value of any shares acquired upon exercise may increase or decrease in value; (j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the your termination of Participant’s Continuous Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where Participant is you are employed or the terms of Participant’s your employment agreement, if any), and in consideration from the enforcement of the grant of the Award any covenant to which Participant this Option is otherwise not entitled, Participant irrevocably agrees never subject or breach of company policy to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claim; if, notwithstanding the foregoing, any such claim which this Option 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 agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration forsubject, or in connection with, from the application of any service Participant may provide as a director of clawback provision herein or recoupment policy adopted by the Company or a Related Entityimposed by applicable law; and (jk) unless otherwise provided in if you are providing services outside the Plan or by United States, neither the Company in its discretion, nor the Award Service Recipient shall be liable for any foreign exchange rate fluctuation between your local currency and the benefits evidenced by this Agreement do not create any entitlement to have United States Dollar that may affect the Award value of the Option or any such benefits transferred to, or assumed by, another company nor amounts due to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting you pursuant to the shares exercise of the CompanyOption or the subsequent sale of any shares acquired upon such exercise.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees thatto the following: (a) Participant expressly warrants that Participant has received an Option under the Plan and has received, read, and understood a description of the Plan; 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right GESDMS/6544036.12 to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant is voluntarily participating in the Plan; (e) Participant's participation in the Award Plan shall not create a right to further employment with the Employer and shall not interfere with the shares ability of Common Stock the Employer to terminate Participant's employment or relationship as a Service Provider at any time; (f) the Option and any Shares subject to the AwardOption are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the income scope of Participant's employment or service contract, if any; (g) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fh) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any Parent or Subsidiary of the Company; (gi) the Option and Participant's participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent or Subsidiary of the Company; (j) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty; (hk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service 's 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 Participant is employed or the terms of Participant’s employment agreementlocal labor laws) and, if any), and in consideration of for the grant of the Award Option, to which Participant is not otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity Company 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 signing the PlanNotice of Gxxxx, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (il) unless otherwise agreed in the event of termination of Participant's service with the Company or the Employer (whether or not in writingbreach of local labor laws), Participant's right to exercise the Award and the shares of Common Stock subject to the AwardOption, and the income and value of sameif any, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company date that Participant 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 a Related Entitysimilar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the Option grant; and (jm) 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 another company in the Award or any such benefits transferred tocase of a merger, take-over, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares transfer of the Companyliability.

Nature of Grant. In By accepting the grantgrant of the Performance Stock Units, Participant the Employee 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 Performance Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of AwardsPerformance Stock Units, or benefits in lieu of Awards, Performance Stock Units even if Awards Performance Stock Units have been granted awarded in the past; (c) all decisions with respect to future Awards Performance Stock Units or other grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating the grant of Performance Stock Units and Employee’s participation in the PlanPlan will not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary of the Company and shall not interfere with the ability of the Employer to terminate Employee’s employment or service relationship (if any); (e) Employee’s participation in the Award Plan is voluntary; (f) the Performance Stock Units and the shares of Common Stock subject to underlying the AwardPerformance Stock Units, and the income and value of the same, are not intended to replace any pension rights or compensation; (fg) the Award Performance Stock Units and the shares of Common Stock subject to underlying the AwardPerformance Stock Units, and the income and value of the same, are not part of normal or expected compensation or salary for any purpose, includingincluding but not limited to, without limitation, calculating calculation of any severance, resignation, termination, redundancy, dismissal, redundancy or end-of-service payments, holiday holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits benefits, or similar mandatory payments; (gh) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (hi) no claim or entitlement to compensation or damages shall arise from forfeiture of Performance Stock Units or the Award recoupment of any shares of Stock or other benefits or payments acquired under the Plan resulting from (i) Employee ceasing to provide employment or other services to the termination of Participant’s Continuous Service 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 Participant Employee is employed or the terms of ParticipantEmployee's employment agreement, if any) and/or (ii) the application of any recoupment or clawback policy or provision described in this Agreement (or otherwise required by the Company) or any recovery or clawback otherwise required by law; (j) in the event of termination of Employee’s employment or other services (for any reason whatsoever, whether or not later found to be invalid, or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee's employment agreement, if any), and unless otherwise provided in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against this Agreement or determined by the Company, any Related Entity or Employee’s right to vest in the Employer, waives Participant’s abilityPerformance Stock Units under the Plan, if any, to bring will terminate effective as of the date that Employee is no longer actively providing services and will not be extended by any such claimnotice period (e.g., and releases the Company, active services would not include any Related Entity and the Employer from contractual notice period or any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court period of competent jurisdiction, then, by participating “garden leave” or similar period mandated under employment laws in the Planjurisdiction where Employee is employed or the terms of Employee's employment agreement, Participant if any); the Committee shall have the exclusive discretion to determine when Employee is no longer actively providing services for purposes of the Award (including whether Employee may still be deemed irrevocably considered to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal be providing services while on an approved leave of such claimabsence); (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) unless otherwise provided in the Plan or by the Company in its discretion, the Award Performance Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Award Performance Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (l) unless otherwise agreed with the Company, the Performance Stock Units and the Stock underlying the Performance Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, services Employee may provide as a director of a Subsidiary.

Nature of Grant. This Option Agreement is intended to comply with the applicable laws of any country or jurisdiction where Options are granted under the Plan, and all provisions hereof shall be construed in a manner to so comply. In accepting the grantOption, the Participant acknowledges, understands and agrees that: : (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awardsan Option, even if Awards Options have been granted in the past; ; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; ; (d) the Participant is voluntarily participating in the Plan; ; (e) the Award Option and any Shares acquired upon exercise of the shares of Common Stock subject to Option under the Award, and the income and value of same, Plan are not intended to replace any pension rights or compensation; ; (f) the Award Option and any Shares acquired upon exercise of the shares of Common Stock subject to Option under the AwardPlan, and the income and value of same, are not part of the Participant’s normal or expected compensation 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, pension or retirement or welfare benefits or similar payments; ; (g) the future value of the underlying shares of Common Stock Shares subject to the Option is unknown, indeterminable and cannot be predicted with certainty; ; (h) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value; (i) to the extent permitted by applicable law, no claim or entitlement to compensation or damages shall arise from the forfeiture of the Award Option resulting from the termination of the Participant’s Continuous Service employment with the Company or an Affiliate (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed providing continuous employment or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Award Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the CompanyCompany or an Affiliate, any Related Entity or waive the Employer, waives Participant’s ability, if any, to bring any such claim, and releases release the Company, any Related Entity and the Employer Company or an Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company.

Nature of Grant. In accepting this Option, the grant, Participant acknowledges, understands acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the 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 grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have been granted repeatedly in the past; (cd) all decisions with respect to future Awards or other option grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating in the Plan; (e) the Award and Participant’s participation in the shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensationPlan is voluntary; (f) the Award Participant’s participation in the Plan shall not create a right to further employment with the Company or the Employer and shall not interfere with the shares ability of Common Stock subject the Company or the Employer to terminate the Award, and the income and value of same, are not part of normal or expected compensation for Participant’s employment relationship at 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, pension or retirement or welfare benefits or similar paymentstime; (g) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any Parent, Subsidiary, or Affiliate of the Company and that is outside the scope of the Participant’s employment or service contract, if any; (h) the future value of the Shares underlying shares of Common Stock this Option is unknown, indeterminable unknown and cannot be predicted with certainty; (hi) if the Participant exercises this 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 the forfeiture of the Award Option or the diminution of value of the Shares issued upon exercise resulting from the termination of Participant’s Continuous Termination of Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award this Option to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or Company and/or the Employer, waives the Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and Company and/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 Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entityclaims; and (jk) unless otherwise provided for the Participants residing outside of the U.S.A: (A) this Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (B) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for the Employer, the Company or any Parent, Subsidiary or Affiliate; and (C) in the Plan event of the Participant’s Termination of Service (whether or by the Company not in its discretionbreach of local labor laws), the Award and Participant’s right to vest in the benefits evidenced by this Agreement do not create any entitlement to Option under the Plan, if any, will terminate effective as of the date of Termination of Service and; the 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 the shares Participant is no longer actively providing service for purposes of the Companythis Option.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees that: (a) 1. 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) 2. the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of AwardsOptions, even if Awards Options have been granted in the past; (c) 3. all decisions with respect to future Awards Option or other grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating 4. Participant’s participation in the PlanPlan is voluntary; (e) 5. the Award Option grant and Participant’s participation in the shares Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or affiliate of Common Stock subject to the Award, Company; 6. the Option and any Shares acquired under the income and value of same, Plan are not intended to replace any pension rights or compensation; (f) 7. the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) 8. the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable and cannot be predicted with certainty; (h) 9. if the underlying Shares do not increase in value, the Option will have no value; 10. if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; 11. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award vested Option resulting from Participant ceasing to provide employment or other services to the termination of Participant’s Continuous Service 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 Participant is employed or the terms of Participant’s employment agreement, if any)) or failing to exercise the vested Option during any post-termination exercise period, and in consideration of the grant of the Award Option to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity of its Subsidiaries or affiliates or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity its Subsidiaries and 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, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with 12. the Company in writingis not providing any tax, the Award and the shares of Common Stock subject to the Awardlegal or financial advice, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of nor is the Company or a Related Entity; and (j) unless otherwise provided making any recommendations regarding Participant’s participation in the Plan or by Participant’s purchase or sale of Shares; 13. Participant is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding participation in the Company in its discretion, Plan before taking any action related to 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.Plan;

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees you acknowledge 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 unless otherwise provided in the extent permitted by the PlanPlan and this Agreement; (b) b. the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have been granted repeatedly in the past; (c) c. all decisions with respect to future Awards or other option grants, if any, will be at the sole discretion of the Company; (d) Participant is d. you are voluntarily participating in the Plan; (e) e. the Award and the shares Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany or the Employer, and which is outside the income and value scope of sameyour employment contract, are not intended to replace any pension rights or compensationif any; (f) f. the Award and the shares of Common Stock subject to the Award, and the income and value of same, are Option 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; United Kingdom 4 g. in the event that you are not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliate of the Company; (g) h. the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (h) i. if the underlying Shares do not increase in value, the Option will have no value; j. if you exercise your Option and obtain Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the exercise price; k. in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from the termination of Participant’s Continuous Service your employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and you irrevocably release the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, Participant you shall be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (j) unless otherwise provided l. in the Plan event of termination of your employment (whether or by not in breach of local labor laws), your right to receive additional Options and to vest in the Company in its discretionOption under the Plan, if any, will terminate effective as of your Termination Date (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); 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 shares determine when you are no longer actively employed for purposes of the Companyyour Option grant.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees thatto the following: (a) the Optionee expressly warrants that the Optionee has received, read, and understood a description of the Plan; the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, amended, suspended or GESDMS/6544036.12 terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant the Optionee is voluntarily participating in the Plan; (e) the Award Optionee's participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the shares ability of Common Stock the Employer to terminate the Optionee's employment or relationship as an employee or a corporate officer at any time; (f) the Option and any Shares subject to the AwardOption are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the income scope of the Optionee's employment or service contract, if any; (g) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fh) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any Parent or Subsidiary of the Company; (gi) the Option and the Optionee's participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent or Subsidiary of the Company; (j) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty; (hk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service 's 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 Participant is employed or the terms of Participant’s employment agreementlocal labor laws) and, if any), and in consideration of for the grant of the Award Option, to which Participant is not otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity Company 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 signing the PlanNotice of Gxxxx, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (il) unless otherwise agreed in the event of termination of the Optionee's service with the Company in writingor the Employer, the Award and Optionee's right to exercise the shares of Common Stock subject to the AwardOption, and the income and value of sameif any, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company date that the Optionee 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 a Related Entitysimilar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option grant; and (jm) 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 another company in the Award or any such benefits transferred tocase of a merger, take-over, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, the Participant acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature nature, and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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;; 408098220-v3\NA_DMS (d) the Option grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the company, the Employer or any Affiliate of the Company and shall not interfere with the ability of the Company, the Employer or any Affiliate of the Company, as applicable, to terminate the Participant’s employment or service relationship (if any); (e) the Participant is voluntarily participating in the Plan; (ef) the Award Option and any Shares acquired under the shares of Common Stock subject to the AwardPlan, and the income from and value of same, are not intended to replace any pension rights or compensation; (fg) the Award Option and any Shares acquired under the shares of Common Stock subject to the AwardPlan, and the income from and value of same, are not part of normal or expected compensation for any purposepurposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonusesleave pay, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (gh) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (hi) if the underlying Shares do not increase in value, the Option will have no value; (j) if the Participant 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 Participant’s Continuous Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity ) or the Employer, waives Participant’s ability, if any, to bring application of any such claim, and releases the Company, any Related Entity 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 clawback or compensation recovery policy as described in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimSection 13(j); (il) unless otherwise agreed with the Company in writingCompany, the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, Plan and the income from and value of same, are not granted as consideration for, or in connection with, any the service the Participant may provide as a director of the Company or a Related Entity; andan Affiliate; (jm) unless otherwise provided in the Plan or by the Company in its discretion, the Award Option and the benefits evidenced by this 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 shares of the Company; and (n) neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

Nature of Grant. In accepting this Stock Option, the grant, Participant Optionee 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 under the Plan; (b) the grant of the Award this Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsstock options, or benefits in lieu of Awardsstock options, even if Awards stock options have been granted in the past; (c) all decisions with respect to future Awards stock options or other grants, if any, will be at the sole discretion of the Company; (d) Participant the Optionee is voluntarily participating in the Plan; (e) the Award this Stock Option and the any shares of Common Stock subject to acquired under the AwardPlan, and the income from and value of same, are not intended to replace any pension rights or compensation; (f) the Award this Stock Option and the any shares of Common Stock subject to acquired under the AwardPlan, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock underlying this Stock Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (h) if the shares of Stock underlying this Stock Option do not increase in value, this Stock Option will have no value; (i) if the Optionee exercises this Stock Option and acquires shares of Stock, the value of such shares of Stock may increase or decrease, even below the Option Exercise Price; ​ ​ (j) no claim or entitlement to compensation or damages damages, shall arise from the forfeiture of the Award this Stock Option resulting from the termination of Participantthe Optionee’s Continuous Service Relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Participant the Optionee is employed or otherwise providing services or the terms of Participantthe Optionee’s employment or other service agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ik) unless otherwise agreed with the Company in writing, the Award this Stock Option and the any shares of Common Stock subject to acquired under the AwardPlan, and the income from and value of same, are not granted as consideration for, or in connection with, any the service Participant the Optionee may provide as a director of the Company or a Related Entity; andany Affiliate; (jl) unless otherwise provided in the Plan or by the Company in its discretion, the Award this Stock Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award this Stock Option 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 shares of Stock; and (m) neither the Company, the Service Recipient nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of this Stock Option or of any amounts due to the Optionee pursuant to the exercise of this Stock Option or the subsequent sale of shares of Stock acquired upon exercise.

Nature of Grant. In accepting the grantAward, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, Awards even if Awards have been granted repeatedly 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) Participant is voluntarily participating Participant’s participation in the PlanPlan is voluntary; (e) the Award and the shares of Common Stock subject Shares related to the AwardAward are an extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the income scope of Participant’s employment contract, if any; (f) the Award and value of same, the Shares related to the Award are not intended to replace any pension rights or compensation; (fg) the Award and the shares of Common Stock subject Shares related to the Award, and the income and value of same, Award 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-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (gh) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (hi) Participant also understands that neither the Company, nor any Affiliate or the Trustee is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Award; (j) in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of Participant’s Continuous Service employment by the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) unless otherwise provided in the Plan or by the Company in its discretion, the Award 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 shares transfer of the Companyliability.

Nature of Grant. In accepting this Award, the grant, Participant acknowledges, understands and agrees that: (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 of Awards, Restricted Share Units or benefits in lieu of AwardsRestricted Share Units, even if Awards Restricted Share Units or other awards have been granted in the past;. (c) all All decisions with respect to future Awards grants of Restricted Share Units or other grantsawards, if any, will be at the sole discretion of the Company;. (d) This Award and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company or any of its Subsidiaries and shall not interfere with the ability of the Company or any of its Subsidiaries, as applicable, to terminate the Participant’s employment or service relationship (if any). (e) The Participant is voluntarily participating in the Plan;. (ef) the This Award and the shares of Common Stock Shares subject to the Award, and the income and value of same, this Award are not intended to replace any pension rights or compensation;. (fg) the This Award and the shares of Common Stock Shares subject to the 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments;. (gh) the The future value of the underlying shares of Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty;. (hi) no No claim or entitlement to compensation or damages shall arise from forfeiture of the this Award resulting from the termination Participant ceasing to provide employment or other services to the Company or any of Participant’s Continuous Service its Subsidiaries (for any reason whatsoever, whether or not is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in . In consideration of the grant of the this Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never other than in the event of Company’s breach of this Agreement, to (i) not institute any claim against the CompanyCompany or any of its Subsidiaries in connection with this Agreement, any Related Entity or (ii) waive the Employer, waives Participant’s ability, if any, to bring any such claim, claim and releases (iii) release the Company, any Related Entity Company and the Employer its Subsidiaries from any such claim; if. 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 agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and. (j) unless Unless otherwise provided in the Plan or by the Company in its discretion, the this Award and the benefits evidenced by this Agreement do not create any entitlement to have the this Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out out, or substituted for, in connection with any corporate transaction affecting the shares Shares; and (k) The following provisions apply only if the Participant is providing services outside the United States: (i) this Award and the Shares subject to this Award are not part of normal or expected compensation or salary for any purpose; and (ii) the CompanyParticipant acknowledges and agrees that neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of this Award or any amounts due to the Participant with respect to the settlement of this Award or any subsequent sale of any Shares acquired upon settlement.

Nature of Grant. The following provision supplements Section 15 of the Option Agreement. In accepting the grantOption, Participant acknowledgesyou acknowledge, understands understand and agrees agree that: (a) the 2006 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 the extent permitted by the 2006 Plan; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsrestricted stock units, or benefits in lieu of Awardsrestricted stock units, even if Awards restricted stock units have been granted in the past; (c) all decisions with respect to future Awards stock options or other grants, if any, will be at the sole discretion of the CompanyCorporation; (d) Participant is voluntarily participating the grant of the Option and your participation in the Plan2006 Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Corporation, the Employer, or any parent or Subsidiary and shall not interfere with the ability of the Corporation, the Employer, or any parent or Subsidiary to terminate your employment; (e) you are voluntarily participating in the Award 2006 Plan; (f) the Option and the shares of Common Stock subject to the Award, and the income and value of same, Option are not intended to replace any pension rights or compensation; (fg) the Award Option and the shares of Common Stock subject to the AwardOption, 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 calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (gh) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (hi) If the underlying shares of Common Stock do not increase in value, the Option will have no claim value; (j) If you exercise the Option and acquire shares of Common Stock, the value of such shares of Common Stock may increase or entitlement to compensation decrease, even below the Exercise Price; (k) notwithstanding any terms or damages shall arise from forfeiture conditions of the Award resulting from 2006 Plan to the contrary, unless otherwise provided in the Agreement, for purposes of the Option, your employment will be considered terminated as of the date you are no longer actively providing services to the Corporation or any Subsidiary (regardless of the reason for such termination of Participant’s Continuous Service (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed you are providing service or the terms of Participant’s your service agreement, if any) and will not be extended by any notice period (e.g., your 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 you are providing service or the terms of your service agreement, if any), and in consideration ; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Option grant (including whether you may still be considered to be providing services while on a leave of absence); and (l) neither the Corporation nor the Employer nor any parent or Subsidiary will be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award Option or of any amounts due to which Participant is otherwise not entitled, Participant irrevocably agrees never you pursuant to institute any claim against the Company, any Related Entity Option or the Employer, waives Participant’s ability, if any, to bring subsequent sale of any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and Option acquired under the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company2006 Plan.

Nature of Grant. In accepting the grantOption, the Participant acknowledgesunderstands, understands acknowledges and agrees 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of AwardsOptions, even if Awards Options have been granted in the past; (c) 1.3 all decisions with respect to future Awards Options or other grants, if any, will be at the sole discretion of the Company; (d) 1.4 the Option and the Participant’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; 1.5 the Participant is voluntarily participating in the Plan; (e) 1.6 the Award Option and the shares of Common Stock subject to Shares underlying the AwardOption, and the income from and value of same, are not intended to replace any pension rights or compensation; (f) 1.7 the Award Option and the shares of Common Stock subject to Shares underlying the AwardOption, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) 1.8 unless otherwise agreed with the Company, the Option and Shares underlying the Option, and the income from and value of same, are not granted for, or in connection with, any service the Participant may provide as a director of any parent or subsidiary corporation of the Company; 1.9 the future value of the underlying shares of Common Stock Shares is unknown, indeterminable and cannot be predicted with certainty; (h) 1.10 if the underlying Shares do not increase in value, the Option will have no value; 1.11 if the Participant exercises the Option, the value of Shares acquired upon exercise may increase or decrease in value, even below the exercise price; 1.12 no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Options resulting from the termination of the Participant’s Continuous Service employment or other service relationship (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of Option grant, the Award to which Participant is otherwise agrees not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity parent or subsidiary corporation, including the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (j) 1.13 unless otherwise provided in the Plan or by the Company in its discretion, the Award Shares and the benefits evidenced by this Agreement do not create any entitlement to have the Award Shares 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 corporation transaction affecting the shares Shares; and 1.14 neither the Company, the Employer nor any parent or other subsidiary corporation of the CompanyCompany shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

Nature of Grant. In accepting the grantOption, the Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of Awards, Options even if Awards Options have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other grantsawards of Options, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating the Participant’s participation in the PlanPlan is voluntary; (e) the Award Option and the shares of Class A Common Stock subject to the AwardOption are outside the Participant’s employment contract, if any, and the income and value of same, are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not part of of, or intended to replace, normal or expected compensation or salary for any purposepurposes, including, without limitationbut not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-or end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company; (gf) the future value of the underlying shares of Class A Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; further, if the Participant exercises the Option and obtains Class A Common Stock, the value of the Class A Common Stock acquired upon exercise may increase or decrease in value, even below the exercise price; (g) neither the Company, nor any of its Affiliates, is responsible for any foreign exchange fluctuation between local currency and the United States Dollar that may affect the value of the Option; and (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from Participant has received and read the termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in 10(a) Prospectus under the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award Plan pursuant to which Participant is otherwise not entitledthe Options are being offered, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject which Prospectus has been uploaded to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the CompanySystem.

Nature of Grant. In By completing this form and accepting the grantgrant of the stock options or RSUs evidenced hereby, Participant acknowledges, understands and agrees I acknowledge that: (a: i) the Plan is Plans are established voluntarily by the The Procter & Xxxxxx 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; ii) the grant of options or RSUs under the Award Plans is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions or RSUs, or benefits in lieu of Awardsoptions or RSUs, even if Awards options or RSUs have been granted repeatedly in the past; (c; iii) all decisions with respect to future Awards grants of options or other grantsRSUs, if any, will be at the sole discretion of the Company; (dP&G; iv) Participant is voluntarily participating my participation in the Plan; (ePlans is voluntary; v) the Award option or RSU is an extraordinary item and the shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, purposes including, without limitationbut not limited to, calculating any termination, severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g; vi) in the event that my employer is not P&G, the grant of options or RSUs will not be interpreted to form an employment relationship with P&G; and furthermore, the grant of options or RSUs will not be interpreted to form an employment contract with my Employer; vii) the future value of the underlying shares of Common Stock purchased under the Plans is unknown, indeterminable unknown and cannot be predicted with certainty; (h, may increase or decrease in value, even below the exercise price and, if the underlying shares do not increase in value, the option will have no value; iix) my participation in the Plans shall not create a right to further employment with my Employer and shall not interfere with the ability of my Employer to terminate my employment relationship at any time, with or without cause; ix) and no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting arises from the termination of Participant’s Continuous Service (for any reason whatsoever, whether the option or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed RSU or the terms of Participant’s employment agreement, if any), and diminution in consideration value of the grant of the Award to which Participant is otherwise not entitled, Participant option or RSU or shares purchased and I irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, release P&G and releases the Company, any Related Entity and the my 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant that may provide as a director of the Company or a Related Entity; 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 shares of the Companyarise.

Nature of Grant. In By accepting the grantShare Option, Participant the Optionee 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 this Share Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsShare Options, or benefits in lieu of AwardsShare Options, even if Awards Share Options have been granted in the past; (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) Participant the Optionee is voluntarily participating in the Plan; (e) the Award grant of this Share Option does not establish a service relationship between the Optionee and the shares of Common Stock Company; (f) this Share Option and any Ordinary Shares subject to the Awardthis Share Option, and the income from and value of same, are not intended to replace any pension rights or compensation; (fg) unless otherwise agreed with the Award Company, this Share Option and the shares of Common Stock Ordinary Shares subject to the Awardthis 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; Version: May 2023 (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, holiday pay, bonuses, long-service awards, leave-related paymentsholiday pay, pension or retirement or welfare benefits or similar mandatory payments; (gi) the future value of the Ordinary Shares underlying shares of Common Stock this Share Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (hj) 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 Participantthe Optionee’s Continuous Service service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment applicable laws in the jurisdiction where Participant the Optionee is employed providing services or the terms of Participantthe Optionee’s employment service agreement, if any)) and/or the application of any recoupment, and in consideration of the grant of the Award to which Participant is recovery, or clawback policy otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed required 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 agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimapplicable laws; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jl) 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 shares of Ordinary Shares; and (m) neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the United States Dollar that may affect the value of this Share Option or of any amounts due to the Optionee pursuant to the exercise of this Share Option or the subsequent sale of any Ordinary Shares acquired upon exercise.

Nature of Grant. In accepting the grantPSUs, the Participant acknowledges, understands acknowledges 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 Award PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsPSUs, or benefits in lieu of AwardsPSUs, even if Awards PSUs have been granted in the past; (c) c. all decisions with respect to future Awards or other PSU grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating d. the Participant’s participation in the PlanPlan is voluntary; (e) e. the Award PSUs and the shares underlying Shares are extraordinary items that (i) do not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany and/or any Subsidiary, and (ii) are outside the scope of the Participant’s employment or service contract, if any; f. the PSUs and the underlying Shares and the income and value of the same, are not intended to replace any pension rights or compensation; (f) g. the Award PSUs and the shares of Common Stock subject to the Award, underlying Shares and the income 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Company and/or any Subsidiary; (g) h. the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty, and the Shares acquired upon payment of the PSUs may increase or decrease in value; (h) i. no claim or entitlement to compensation or damages shall arise from forfeiture of the Award PSUs or diminution in value of the Shares acquired through vesting, forfeiture of the PSUs resulting from the termination of the Participant’s Continuous Service employment by the Company and/or any Subsidiary or continuous service (for any reason whatsoeverwhatsoever and, whether or not later found to be invalid or in breach of employment applicable labor laws in the jurisdiction where Participant is employed or the terms of the Participant’s employment or service agreement, if any); j. for purposes of this PSU, regardless of the reason of the Participant’s termination (and whether or not later found to be invalid or in breach of applicable labor laws or the terms of the Participant’s employment or service agreement, if any), and in consideration the Participant’s employment or service relationship will be considered terminated effective as of the grant of date the Award to which Participant is otherwise no longer actively employed or providing services and will not entitledbe extended by any notice period mandated under local law (e.g., active employment would not include any contractual notice period or any period of “garden leave” or similar period pursuant to local law). The Administrator shall have the exclusive discretion to determine when the Participant irrevocably agrees never to institute any claim against is no longer actively employed for purposes of this PSU (including whether the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as still be considered to be providing services while on a director leave of the Company or a Related Entityabsence); and (j) unless otherwise provided in the Plan or by k. the Company in its discretion, and any Subsidiaries shall not be liable for any foreign exchange rate fluctuation between the Award Participant’s local currency and the benefits evidenced by this Agreement do not create any entitlement to have United States Dollar that may affect 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 value of the CompanyPSUs or of any amounts due to the Participant pursuant to the vesting and/or settlement of the PSUs or the subsequent sale of any Shares acquired upon payment of the PSUs.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees acknowledges that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, 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 Shares is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsShares, or benefits in lieu of AwardsShares, even if Awards Shares 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 Company; (d) Participant’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Participant’s employment relationship at any time with or without cause; (e) Participant is voluntarily participating in the Plan; (ef) the Award and the shares Shares are an extraordinary item that do not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany or the Employer, and which is outside the income and value scope of sameParticipant’s employment contract, are not intended to replace any pension rights or compensationif any; (fg) the Award and the shares of Common Stock subject to the Award, and the income and value of same, Shares 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, holiday pay, bonuses, long-long service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gh) in the event that Participant is not an employee of the Company, the Shares grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Shares grant will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company; (i) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (hj) the value of the Shares may increase or decrease in value; (k) in consideration of the grant of the Shares, no claim or entitlement to compensation or damages shall arise from forfeiture termination or diminution in value of the Award Shares resulting from the termination of Participant’s Continuous Service employment with 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 Participant is employed or the terms of Participant’s employment agreement, if any), ) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity Company and the Employer from any such claimclaim that may arise; if, notwithstanding not withstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, Participant shall be deemed irrevocably to have agreed not waived Participant’s entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jl) unless otherwise provided in the Plan event of termination of Participant’s employment prior to the Vesting Date, for purposes of Section 3 hereof Participant’s termination date shall be deemed to occur on the date that Participant is no longer actively employed and shall not be extended by any notice period mandated under the local law (e.g., active employment would not include a period of “garden leave” or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement similar period pursuant 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 Companylocal law).

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees that: (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 unless otherwise provided in the extent permitted by the PlanPlan and this Option Agreement; (b) the The grant of the Award Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of AwardsOptions, or benefits in lieu of AwardsOptions, even if Awards Options have been granted repeatedly in the past; (c) all All decisions with respect to future Awards or other Option grants, if any, will be at the sole discretion of the Company; (d) Participant is voluntarily participating Participation in the PlanPlan is voluntary; (e) the Award and the shares The Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardCompany or the Subsidiary (or affiliate), and which is outside the income and value scope of samethe Optionee’s employment contract, are not intended to replace any pension rights or compensationif any; (f) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are The Option is not a 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) the The future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (h) If the underlying Shares do not increase in value, the Options will have no value; (i) If the Optionee exercises the Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Option Exercise Price; (j) In consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Option or diminution in value of the Option or Shares purchased through the exercise of the Option resulting from the termination of Participantthe Optionee’s Continuous Service active employment by the Company or the Subsidiary (or affiliate) (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and Optionee hereby releases the Company, any Related Entity Company and the Employer Subsidiary (or affiliate) from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Option Agreement, the Plan, Participant Optionee shall be deemed irrevocably to have agreed not waived the Optionee’s entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jk) unless otherwise provided Notwithstanding any terms or conditions of the Plan to the contrary, in the Plan event of involuntary termination of the Optionee’s employment (whether or not in breach of local labor laws), the Optionee’s right to receive the Option and vest in Options under the Plan, if any, will terminate effective as of the date that the Optionee 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); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after termination of employment, if any, will be measured 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 date of termination of the CompanyOptionee’s active employment and will not be extended by any notice period mandated under local law.

Nature of Grant. In accepting By participating in the grantOmnibus Plan and in exchange for receiving the Performance Share Award, the Participant acknowledges, understands and agrees that: (a) the Omnibus 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 Omnibus Plan; (b) the grant of the Performance Share Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Share Awards, or benefits in lieu of Performance Share Awards, even if Performance Share Awards have been granted repeatedly in the past; (c) all decisions with respect to future Awards or other Performance Share Award grants, if any, will shall be at the sole discretion of the CompanyBoard of Directors of the Company or the Committee; (d) the Participant is voluntarily participating in the Omnibus Plan; (e) the Performance Share Award and any Shares subject to the Performance Share Award are not part of or included in any calculation of severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer, or any Affiliate; (f) the Performance Share Award grant shall not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (h) the Performance Share Award and the shares of Common Stock benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically determined by the Company in its discretion, to have the Performance Share Award or any such benefits transferred to, or assumed by, another company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and For Participants who reside outside the U.S., the following additional provisions shall apply: (i) the Performance Share Award and the Shares subject to the Award, and the income and value of same, Performance Share Award are not intended to replace any pension rights or compensation; (fj) the Performance Share Award and the shares of Common Stock Shares subject to the AwardPerformance Share Award are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the income scope of the Participant’s employment or service contract, if any; (k) the Performance Share Award and value of same, the Shares subject to the Performance Share Award are not part of normal compensation or expected salary from the Employer 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 purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentsAffiliate of the Company; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (hl) no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Share Award resulting from the failure to reach Performance Goals or termination of the Participant’s Continuous Service employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of any employment laws in the country where the Participant resides or later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anyinvalid), and in consideration of the grant of the Performance Share Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity Company 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 Omnibus Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entityclaims; and (jm) unless otherwise provided in neither the Plan or by the Company in its discretionCompany, the Award Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the benefits evidenced by this Agreement do not create United States Dollar that may affect the value of the Performance Share Award, any entitlement Shares paid to have the Award Participant or any proceeds resulting from the Participant’s sale 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 shares of the CompanyShares.

Nature of Grant. In accepting the grantOption, Participant acknowledges, understands and agrees thatto the following: (a) Participant expressly warrants that Participant has received an Option under the Plan and has received, read, and understood a description of the Plan; 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right GESDMS/6544036.12 to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant is voluntarily participating in the Plan; (e) Participant's participation in the Award Plan shall not create a right to further employment with the Employer and shall not interfere with the shares ability of Common Stock the Employer to terminate Participant's employment or relationship as a Service Provider at any time; (f) the Option and any Shares subject to the AwardOption are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the income scope of Participant's employment or service contract, if any; (g) the Option and value of same, the Shares subject to the Option are not intended to replace any pension rights or compensation; (fh) the Award Option and the shares of Common Stock Shares subject to the Award, and the income and value of same, 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, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or any Parent or Subsidiary of the Company; (gi) the Option and Participant's participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Parent or Subsidiary of the Company; (j) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty; (hk) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service 's 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 Participant is employed or the terms of Participant’s employment agreementlocal labor laws) and, if any), and in consideration of for the grant of the Award Option, to which Participant is not otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity Company or the Employer, waives Participant’s his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity Company 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 signing the PlanNotice of Xxxxx, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (il) unless otherwise agreed in the event of termination of Participant's service with the Company or the Employer (whether or not in writingbreach of local labor laws), Participant's right to exercise the Award and the shares of Common Stock subject to the AwardOption, and the income and value of sameif any, are not granted will terminate effective as consideration for, or in connection with, any service Participant may provide as a director of the Company date that Participant 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 a Related Entitysimilar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of the Option grant; and (jm) 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 another company in the Award or any such benefits transferred tocase of a merger, take-over, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares transfer of the Companyliability.

Nature of Grant. In accepting the grantOption, 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have been granted 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) Participant is voluntarily participating in the Plan; (e) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation; (f) the Award and the shares of Common Stock 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, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (f) if the underlying Shares do not increase in value, the Option will have no value; (g) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease, even below the Exercise Price; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participant’s Continuous Service service relationship by the Company (for any reason whatsoever, whether or not later found to be invalid or in breach of employment the laws in the jurisdiction where Participant is employed a Service Provider or the terms of Participant’s employment service agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim;and (i) unless otherwise agreed with neither the Company in writingCompany, the Award Company’s Parent nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the shares United States Dollar that may affect the value of Common Stock subject the Option or any amounts due to Participant pursuant to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director exercise of the Company Option or a Related Entity; 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 subsequent sale of 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 CompanyShares acquired upon exercise.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees the Optionee acknowledges that: (a) the Plan is established voluntarily by the Company, it Company and 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options or other Awards, or benefits in lieu of Awardssuch grants, even if options or other Awards have been granted in the past; (c) all decisions with respect to future Awards grants of options or other grantsAwards, if any, will be at the sole discretion of the Company;. (d) Participant the Optionee is voluntarily participating in the Plan; (e) the Award and the shares of Common Stock subject to the Award, and the income and future value of same, are the underlying Shares is unknown and cannot intended to replace any pension rights or compensationbe predicted with certainty; (f) if the Award underlying Shares do not increase in value, the Option will have no value; (g) if the Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the exercise price; (h) the Option and the shares of Common Stock Shares subject to the AwardOption, and the income and value of 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-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments; (gi) the future Option and the Shares subject to the Option, and the income and value of the underlying shares of Common Stock is unknownsame, indeterminable and canare not be predicted with certaintyintended to replace any pension rights or compensation; (hj) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of Participantthe Optionee’s Continuous Service employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant the Optionee is employed or the terms of Participantthe Optionee’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity 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 deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ik) unless otherwise agreed with the Company in writingCompany, the Award Option and the shares of Common Stock Shares subject to the AwardOption, and the income and value of same, are not granted as consideration for, or in connection with, any the service Participant the Optionee may provide as a director of the Company or a Related EntitySubsidiary; and (jl) unless otherwise provided in the Plan following provisions apply only if the Optionee is employed or by providing services outside the Company in its discretionUnited States: (i) the Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and (ii) neither the Company, the Award Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Optionee’s local currency and the benefits evidenced by this Agreement do not create any entitlement to have United States Dollar that may affect 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 value of the CompanyOption or of any amounts due to the Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

Nature of Grant. In By accepting the grantOption, Participant understands, acknowledges, understands and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plantime in accordance with its terms; (b) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have been granted in the past; (c) all decisions with respect to future Awards Options (as defined in the Plan) or other grants, if any, will be at the sole discretion of the CompanyAdministrator; (d) the Option grant and participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer, or any other Subsidiary and shall not interfere with the ability of the Company, the Employer or any other Subsidiary, as applicable, to terminate Participant's employment or service relationship (if any) at any time with or without cause; (e) Participant is voluntarily participating in the Plan; (ef) the Award Option and any Shares acquired under the shares of Common Stock subject to the AwardPlan, and the income from and value of same, are not intended to replace any pension rights or compensation; (fg) the Award Option and any Shares acquired under the shares of Common Stock subject to the AwardPlan, and the income from and value of same, are not part of normal or expected compensation for any purposepurposes, including, without limitationincluding but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, holiday pay, bonuses, long-service awards, leave-related paymentsholiday pay, pension or retirement or benefits, welfare benefits or other similar payments; (gh) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable and cannot be predicted with certainty; (hi) if the underlying Shares do not increase in value, the Option will have no value; (j) if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the exercise price paid for such Shares; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination Participant's Termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws Applicable Laws in the jurisdiction where Participant is employed or the terms of Participant’s 's employment agreement, if any) and/or the application of any recoupment, recovery or clawback policy otherwise required by Applicable Laws; (l) for purposes of this Option, Termination of Service will be deemed to have occurred as of the date Participant is no longer actively providing services to the Company or any of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of Applicable Laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Administrator, (i) Participant's right to vest in the Option, 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 employed or the terms of Participant's employment agreement, if any); and (ii) the period (if any) during which Participant may exercise the Option after such Termination of Service will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under Applicable Laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any; the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence); (m) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, any services Participant may provide as a director of a Subsidiary; (n) unless otherwise provided in the Plan or by the Administrator, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; (o) the following provision shall not apply to Employees in the State of California: In consideration of the grant of the Award Option, and to which Participant is otherwise not entitledthe extent permitted by Applicable Law, Participant irrevocably agrees never not to institute any claim against the Company, any Related Entity or the Employer, waives or any other Subsidiary, to waive Participant’s 's ability, if any, to bring any such claim, and releases release the Company, the Employer, and any Related Entity and the Employer other Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed (i) not to pursue such claim and agreed (ii) to execute any and all documents necessary to request dismissal or withdrawal of such claim;; and (p) the following provisions apply if Participant is providing services outside the United States: (i) unless otherwise agreed with the Company in writing, Option and any Shares acquired under the Award and the shares of Common Stock subject to the AwardPlan, and the income from and value of same, are not granted as consideration for, part of normal or in connection with, expected compensation or salary for any service Participant may provide as a director of the Company or a Related Entitypurpose; and (jii) unless otherwise provided in neither the Plan or by the Company in its discretionCompany, the Award Employer nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the benefits evidenced by this Agreement do not create any entitlement to have United States Dollar that may affect the Award value of the Option or any such benefits transferred to, or assumed by, another company nor amounts due to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting Participant pursuant to the shares exercise of the CompanyOption or the subsequent sale of any Shares acquired upon such exercise.

Nature of Grant. In accepting the grantOption, Participant the 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 Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards options have 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) Participant is voluntarily participating the Optionee’s participation in the PlanPlan is voluntary; (e) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan are not intended to replace any pension rights or compensation;compensation under any pension arrangement; 8 (f) the Award Option and any Shares acquired under the shares of Common Stock subject to the Award, and the income and value of same, Plan 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, holiday paydismissal, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar paymentspayments and in no event should be considered as compensation for, or relating in any way to past services for, the Employer, the Company or a Subsidiary; (g) the future value of the Shares underlying shares of Common Stock the Option is unknown, indeterminable unknown and cannot be predicted with certainty; (h) if the Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Option Price; and (i) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award resulting from Option or diminution in value of the Option or Shares acquired upon exercise of the Option in the event of the Optionee’s termination of Participant’s Continuous Service employment (for any reason whatsoever, whether or not in breach of contract or local labor laws and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anyinvalid), and in consideration of the grant of the Award Option to which Participant the Optionee is otherwise not entitled, Participant the Optionee irrevocably agrees never to institute any claim against the Company, Company or any Related Entity or the EmployerSubsidiary, waives Participant’s his ability, if any, to bring any such claim, and releases the Company, Company and any Related Entity and the Employer Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; 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 shares of the Company.

Nature of Grant. In accepting the grant, Participant acknowledges, understands and agrees you acknowledge 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 unless otherwise provided in the extent permitted by the PlanPlan and this Award Agreement; (bii) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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) Participant is your participation in the Plan shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause; (v) you are voluntarily participating in the Plan; (evi) the Award and the shares Option is an extraordinary item that does not constitute compensation of Common Stock subject any kind for services of any kind rendered to the AwardMicro or your employer, and which is outside the income and value scope of sameyour employment contract, are not intended to replace any pension rights or compensationif any; (fvii) the Award and the shares of Common Stock subject to the Award, and the income and value of same, are Option 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-end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (gviii) in the event that you are an employee of a subsidiary or Affiliate of Micro, the option grant 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 with your employer or any subsidiary or Affiliate of Micro; (ix) the future value of the underlying shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (hx) if the underlying shares do not increase in value, the Option will have no value; (xi) if you exercise your Option and obtain shares, the value of those shares acquired upon exercise may increase or decrease in value, even below the Option price; (xii) in consideration of the option grant, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award Options or diminution in value of the Option or shares purchased through exercise of the Option resulting from the termination of Participant’s Continuous Service your employment by Micro or your 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 Participant is employed or the terms of Participant’s employment agreement, if any), local labor laws) and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant you irrevocably agrees never to institute any claim against the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, release Micro and releases the Company, any Related Entity and the Employer your employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Award Agreement, Participant you shall be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) unless otherwise agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (jxiii) unless otherwise provided notwithstanding any terms or conditions of the Plan to the contrary, in the Plan event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by the Company in its discretionany notice period mandated under local law (e.g., the Award and the benefits evidenced by this Agreement do active employment would not create any entitlement include a period of “garden leave” or similar period pursuant to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted forlocal law); furthermore, in connection with the event of involuntary termination of employment, your right to exercise the Option after termination of employment (whether or not in breach of local labor laws), if any, will not be extended by any corporate transaction affecting the shares of the Companynotice period mandated under local law.

Nature of Grant. In accepting the grantOption, the Participant acknowledges, understands acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the 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 grants of Awardsstock options, or benefits in lieu of Awardsstock options, even if Awards stock options have been granted in the past; (c) all decisions decision with respect to future Awards stock options or other grants, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment or service relationship with the Company or the Employer and shall not interfere with the ability of the Company or the Employer to terminate the Participant’s employment or service relationship at any time; (e) the Participant is voluntarily participating in the Plan; (ef) the Award Options and the shares of Common Stock subject to the AwardOptions, and the income and value of the same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’s employment or service contract, if any; (g) the Options and the shares of Stock subject to the Options, and the income and value of the same are not intended to replace any pension rights or compensation; (fh) the Award Options and the shares of Common Stock subject to the AwardOptions, and the income 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-service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of Participant’s Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), mandatory payments and in consideration of the grant of the Award to which Participant is otherwise not entitledno event should be considered compensation for, Participant irrevocably agrees never to institute any claim against or relating to, past services for the Company, any Related Entity or the Employer, waives Participant’s ability, if any, to bring any such claim, and releases the Company, any Related Entity and the Employer from of 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 agreed to execute any and all documents necessary to request dismissal or withdrawal of such claimSubsidiary; (i) the Option grant and the Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or a Subsidiary; (j) unless otherwise agreed with the Company in writingCompany, the Award Options and the shares of Common Stock subject to the AwardOption, and the income and value of the same, are not granted as consideration for, or in connection with, any service the Participant may provide as a director of the Company or a Related Entity; andSubsidiary; (jk) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (l) if the underlying shares of Stock do not increase in value, the Option will have no value; (m) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the Participant’s Termination of Services (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where the Participant renders services or the terms of the Participant’s employment or service agreement, if any); (n) unless otherwise provided in the Plan or by the Company in its sole 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 benefit transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Stock of the Company; and (o) neither the Company, the Employer, nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to the Participant upon exercise of the Options or the subsequent sale of any shares of Stock acquired upon settlement.

Nature of Grant. In By accepting the grant, Participant Optionee acknowledges, understands and agrees that: (a1) 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; (b2) the grant of the Award Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awardsoptions, or benefits in lieu of Awardsoptions, even if Awards 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 CompanyMicro; (d4) Participant Optionee’s participation in the Plan shall not create a right to further employment with the Employer or service with Micro and shall not interfere with the ability of Micro or the Employer to terminate Optionee’s employment or service relationship at any time; (5) Optionee is voluntarily participating in the Plan; (e6) the Award Option and the shares Shares acquired under the Plan are extraordinary items that do not constitute compensation of Common Stock subject any kind for services of any kind rendered to Micro or the AwardEmployer, and which is outside the income scope of Optionee’s employment contract, if any; (7) the Option and value of same, the Shares acquired under the Plan are not intended to replace any pension rights or compensation; (f) 8) the Award Option and the shares of Common Stock subject to Shares acquired under the Award, 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, holiday pay, bonuses, long-service awards, leave-related paymentspension, pension welfare or retirement or welfare benefits or similar payments, and in no event should be considered as compensation for, or relating in any way to, past services to Micro, the Employer or any subsidiary or Affiliate of Micro; (g9) 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; (10) the future value of the underlying shares of Common Stock Shares is unknown, indeterminable unknown and cannot be predicted with certainty; (h11) if the underlying Shares do not increase in value, the Option will have no value; (12) no claim or entitlement to compensation or damages shall arise from forfeiture of the Award Option resulting from the termination of ParticipantOptionee’s Continuous Service employment 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 in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if anylocal labor laws), and in consideration of the grant of the Award Option to which Participant Optionee is otherwise not entitled, Participant Optionee irrevocably agrees never to institute any claim against the Company, any Related Entity Micro or the Employer, waives Participant’s and agrees to waive his or her ability, if any, to bring any such claim, and releases the Company, any Related Entity 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, then by participating in the Plan, Participant Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agreed agree to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (i13) 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 agreed with the Company in writing, the Award and the shares of Common Stock subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity; and (j) unless otherwise be explicitly provided in the Plan or this Award Agreement; (14) Optionee acknowledges that this Award Agreement is between Optionee and Micro, and that the Employer is not a party to this Award Agreement; (15) Optionee agrees to provide Micro with any data requested if Optionee is a mobile employee to facilitate the proper withholding and reporting by Micro and/or the Employer, as applicable; and (16) Optionee acknowledges that the Plan 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 Company in its discretionU.S. Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Award Plan shall be administered, and the benefits evidenced Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Award Agreement do not create any entitlement shall be deemed amended to have the Award or any extent necessary to conform to such benefits transferred tolaws, 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 Companyrules and regulations.