Common use of Nature of Grant Clause in Contracts

Nature of Grant. In accepting this grant of Units, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the Committee, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s 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 its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Unitsan Award, the Employee acknowledges Participant acknowledges, understands and agrees that: (a) The Program 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) This Award the grant of Awards is a one-time benefit voluntary, exceptional and occasional and does not create any contractual or other right to receive future grants of UnitsAwards, or benefits in lieu of Units, or other Program Benefits in the futureAwards, even if Units Awards have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grantsAwards, if any, and their terms and conditions, will be made by at the sole discretion of the Committee, in its sole discretion; (d) Nothing contained Participant’s participation in this Agreement is intended the Plan shall not create a right to create further employment or enlarge service with the Employer and shall not interfere with the ability of the Employer to terminate Participant’s employment or service relationship at any other contractual obligations between the Company and the Employeetime with or without cause; (e) The Employee Participant is voluntarily participating in the ProgramPlan; (f) The Units any Awards and the Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesAwards, and the income and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiig) unless otherwise agreed with the Company, the Awards and Shares subject to the Awards, 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 an Affiliate; (h) any Awards and the Shares subject to Awards, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, leave pay, long-service awards, pension or retirement or welfare benefits, benefits or similar payments and in no event should mandatory payments; (i) an Award grant will not be considered as compensation for, interpreted to form an employment or relating in any way to, past services for service contract or relationship with the Company or its Subsidiariesany Affiliate; (gj) The the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; (hk) In consideration neither the Company, the Employer nor any other Affiliate 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 an Award or of any proceeds due to Participant pursuant to the Award, vesting of an Award or the sale of Shares; (l) no claim or entitlement to compensation or damages shall arise from the Units forfeiture of an Award resulting from Termination Participant’s termination of employment or service (for any reason whatsoever) whatsoever and whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where Participant is employed or rendering services or the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing Participant’s employment or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Programservice agreement, if any), will and in consideration of the grant of an Award, Participant agrees not automatically transfer to another company in institute any claim against the case of a merger, take-over Company or transfer of liabilityany Affiliate; and (jm) Neither unless otherwise provided in the Company Plan or by the Committee in its discretion, an Award does not create any entitlement to have the Award or any benefits thereunder transferred to, or assumed by, another company nor exchanged, cashed out or substituted for, in connection with any of its Subsidiaries shall be liable for any change in value of corporate transaction affecting the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rateShares.

Nature of Grant. In accepting this grant of the Restricted Stock Units, Awardee expressly acknowledges, understands and agrees to the Employee acknowledges thatfollowing: (a) The Program 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, except as otherwise set forth in the Plan; (b) This Award the grant of the Restricted Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Restricted Stock Units or other awards have been granted repeatedly in the past; (c) All all decisions with respect to future Restricted Stock Unit grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained in this Award Agreement is intended does not confer upon Awardee any rights with respect to create continuation of employment by the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment or enlarge service relationship (if any) at any other contractual obligations between the Company and the Employeetime; (e) The Employee the Restricted Stock Unit grant and Awardee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (f) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (g) Awardee is voluntarily participating in the ProgramPlan; (fh) The the Restricted Stock Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation underlying shares of any kind for services of any kind rendered to the Company or its SubsidiariesStock, and the income from and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiii) the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposespurposes of, 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, benefits or similar payments payments; (j) unless otherwise agreed with the Company, the Restricted Stock Units and in no event should be considered the underlying shares of Stock, and the income from and value of same, are not granted as compensation consideration for, or relating in connection with, the service Awardee may provide as a director of any way to, past services for the Company or its SubsidiariesAffiliate; (gk) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Termination termination of Awardee’s employment or service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any); (l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the Employee irrevocably releases benefits evidenced by this Award Agreement do not create any entitlement to have the Company and its Subsidiaries from Restricted Stock Units or any such claim that may arisebenefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock; and (m) if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, Awardee resides outside the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim;U.S.: (i) The the Restricted Stock Units and the Benefits under underlying shares of Stock, and the Programincome from and value of same, if any, will are not automatically transfer to another company in the case part of a merger, take-over normal or transfer of liabilityexpected compensation or salary for any purpose; and (jii) Neither neither the Company Company, the Employer nor any of its Subsidiaries other Affiliate shall be liable for any change in foreign exchange rate fluctuation between Awardee’s local currency and the United States Dollar that may affect the value of the Units, Award or any amounts due to Awardee pursuant to the amount realized upon settlement of the Units or Award, the amount realized upon a subsequent sale of any Shares shares of Stock acquired upon settlement under the Plan or the receipt of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratedividends or dividend equivalents.

Nature of Grant. In accepting this grant of UnitsBy participating in the Plan, the Employee acknowledges you acknowledge, understand and agree that: : (a) The Program 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) This Award the grant of the Performance Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Unitsgrants, or benefits in lieu of Performance Stock Units, or other Program Benefits in the future, even if Performance Stock Units have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit grantsgrants of Performance Stock Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretion; discretion of the Company; (d) Nothing contained the Performance Stock Unit grant and your participation in this Agreement is intended the Plan shall not create a right to create employment or enlarge be interpreted as forming an employment or service contract with the Company, the Employer or any other contractual obligations between Subsidiary or Affiliate and shall not interfere with the Company and ability of the Employee; Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) The Employee is you are voluntarily participating in the Program; Plan; (f) The the Performance Stock Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; ; (iiig) the Performance Stock Units, the underlying Shares and the income and value of same are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for payments; (h) the Company or its Subsidiaries; (g) The future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; ; (hi) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from Termination the termination of your employment or other service relationship (for any reason whatsoever) , whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Performance Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release the Company, its Subsidiaries and Affiliates and the Employee irrevocably releases the Company and its Subsidiaries Employer from any such claim that may ariseclaim; if if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing or electronically accepting this Agreementparticipating in the Plan, the Employee you shall be deemed irrevocably to have waived the Employee’s entitlement agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; ; (ij) The Units unless otherwise agreed with the Company in writing, the Performance Stock Units, the underlying Shares and the Benefits income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (k) for purposes of the Performance Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in Section 4 of this Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Programthis Agreement, if any, will terminate as of such date and will not automatically transfer to another company 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 case jurisdiction where you are employed or the terms of a mergeryour employment agreement, take-over if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the Performance Stock Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); and (l) the following provisions apply only if you are providing services outside the United States: (A) the Performance Stock Units, the underlying Shares, and the income and value of same are not part of normal or transfer of liabilityexpected compensation or salary for any purpose; and and (jB) Neither neither the Company Company, the Employer nor any of its Subsidiaries Subsidiary or Affiliate shall be liable for any change in foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Units, Performance Stock Units or of any amount due to you pursuant to the amount realized upon settlement of the Performance Stock Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of Unitsthe grant, the Employee Grantee acknowledges that: (a) The Program 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; (b) This Award the grant of the Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grantsgrants of Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained Grantee’s participation in this Agreement is intended the Plan shall not create a right to create or enlarge further employment with the Employer and shall not interfere with the ability of the Employer to terminate Grantee’s employment relationship at any other contractual obligations between the Company and the Employeetime; (e) The Employee Grantee is voluntarily participating in the ProgramPlan; (f) The the Units and Shares the shares of Stock subject to the Units are: (i) are an extraordinary items item that do does not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiariesthe Employer, and are which is outside the scope of the EmployeeGrantee’s employment contract, if any; (iig) the Units and the shares of Stock subject to the Units are not intended to replace any pension rights or compensation; (iiih) the Units and the shares of Stock subject to the Units are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 Company, the Employer or its Subsidiariesany subsidiary or affiliate of the Company; (gi) The the grant of Units and Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate of the Company; (j) the future value of the Shares underlying the Units shares of Stock is unknown and cannot be predicted with certainty; (hk) In in consideration of the Awardgrant of the Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from Termination termination of Grantee’s employment with the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) or a violation of the covenants and the Employee Grantee irrevocably releases the Company and its Subsidiaries the Employer from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee Grantee shall be deemed irrevocably to have waived the Employee’s his or her entitlement to pursue such claim; (il) The in the event of termination of Grantee’s employment (whether or not in breach of local labor laws), Grantee’s right to vest in the Units under the Plan, if any, will terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when Grantee is no longer actively employed for purposes of the Units; and (m) the Units and the Benefits benefits under the ProgramPlan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of the Profits Interest Units, the Employee acknowledges Participant acknowledges, understands and agrees that: (a) The Program the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company General Partner at any time, to the extent permitted by the Plan; (b) This Award the grant of the Profits Interest Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Unitsgrants, or benefits in lieu of Profits Interest Units, or other Program Benefits in the future, even if Profits Interest Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grantsgrants of Profits Interest Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the General Partner; (d) Nothing contained the Participant is voluntarily participating in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the EmployeeAgreement; (e) The Employee is voluntarily participating in the Program; (f) The Profits Interest Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiif) the Profits Interest Units, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, purpose including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (g) The the future value of the Shares underlying the Profits Interest Units is unknown unknown, indeterminable and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Profits Interest Units resulting from Termination the termination of the Participant’s employment (for any reason whatsoever) , whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Profits Interest Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Partnership, any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Partnership, its Affiliates and the Employee irrevocably releases the Company and its Subsidiaries Employer from any such claim that may ariseclaim; if if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing or electronically accepting this Agreementparticipating in the Plan, the Employee Participant shall be deemed irrevocably to have waived the Employee’s entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) The for purposes of the Profits Interest Units, the Participant’s employment will be considered terminated as of the date the Participant is no longer providing services to the Partnership or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the General Partner, the Participant’s right to vest in the Profits Interest Units and the Benefits under the ProgramPlan, if any, will terminate as of such date and will not automatically transfer be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the General Partner shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Profits Interest Unit grant (including whether the Participant may still be considered to be providing services while on an approved leave of absence); (j) unless otherwise provided in this Agreement or by the General Partner in its discretion, the Profits Interest Units and the benefits evidenced by this Agreement do not create any entitlement to have the Profits Interest 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 case of a merger, take-over or transfer of liabilityPartnership; and (jk) Neither the Company Participant acknowledges and agrees that neither the Partnership, the Employer nor any of its Subsidiaries Affiliate shall be liable for any change in foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units, the amount realized upon settlement of the Profits Interest Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of amounts due to the Units, resulting from any fluctuation of Participant under the United States Dollar/local currency foreign exchange ratePlan.

Nature of Grant. In accepting this grant of Units, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the Committee, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are:: ​ (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s 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 its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Units, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the Committee, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee;; ​ (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s 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 its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, 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 they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of the Restricted Stock Units, the Employee acknowledges Participant acknowledges, understands and agrees that: (a) The Program 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) This Award the grant of Restricted Stock Units is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Units, or other Program Benefits in the future, Restricted Stock Units even if Restricted Stock Units have been granted repeatedly awarded in the past; (c) All nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company as a member of the Board of Directors of the Company or in any other capacity; (d) all decisions with respect to future Unit grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Committee and/or Company; (e) Participant’s participation in the Plan is voluntary; (f) the future value of the underlying Shares is unknown, indeterminable and their terms and conditionsunpredictable; (g) in the event of the termination of Participant’s Continuous Service (as defined above) (for any reason whatsoever, whether or not later found to be invalid), unless otherwise expressly provided in this Agreement or determined by the Company, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will be made terminate as of the date Participant’s Continuous Service terminated, as determined by the Committee, Committee in its sole discretion; (dh) Nothing contained in this Agreement if Participant is intended to create or enlarge any other contractual obligations between providing services outside the Company United States, the following additional provisions shall apply: (1) Restricted Stock Units and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesRestricted Stock Units, and the income and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariesmandatory payments; (g2) The future Restricted Stock Units and the Shares subject to Restricted Stock Units, and the income and value of the Shares underlying the Units is unknown and cansame, are not be predicted with certaintyintended to replace any pension rights or compensation; (h3) In consideration Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Award, Company; (4) no claim or entitlement to compensation or damages shall arise from the forfeiture of Restricted Stock Units resulting from Termination termination of Participant’s Continuous Service (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is , whether or not later found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liabilityinvalid); and (j5) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of Restricted Stock Units or of any amounts due to Participant pursuant to the Units, the amount realized upon settlement of the Restricted Stock Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting By signing this grant of UnitsAgreement, the Employee Grantee acknowledges that: (a) The Program is Company has established voluntarily by the CompanyPlan voluntarily, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company may modify, amend, suspend or terminate it at any time, unless otherwise provided in the Plan and this Agreement; (b) This Award The grant of the Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Units, or benefits in lieu of Stock Units, or other Program Benefits in the future, even if Stock Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grantsgrants of Stock Units, if any, and their terms and conditions, will shall be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained The Grantee’s participation in this Agreement is intended the Plan shall not create a right to create further employment or enlarge service with the Grantee’s employer (the “Employer”) and shall not interfere with the ability of the Employer to terminate the Grantee’s service relationship at any other contractual obligations between the Company and the Employeetime, with or without cause; (e) The Employee Grantee is voluntarily participating in the ProgramPlan; (f) The Stock Units are an extraordinary item that is outside the scope of the Grantee’s employment or service contract, if any, and Shares subject to the Units are: (i) extraordinary items that do does not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if anyEmployer; (iig) not intended to replace any pension rights or compensation; (iii) The Stock Units are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits, benefits or similar payments and in no payments; (h) In the event should that the Grantee is not an employee of the Company, the grant of the Stock Units will not be considered as compensation for, interpreted to form an employment contract or relating in any way to, past services for relationship with the Company or its Subsidiariesany Parent or Subsidiary or the Employer; (gi) The future value of the Shares underlying the Units shares is unknown and cannot be predicted with certainty; (hj) If shares are delivered on vesting of the Stock Units, or if the Grantee elects to defer delivery of the shares, the shares in either case may increase or decrease in value, even below their value on the date of grant or the date(s) of vesting; (k) In consideration of the Awardgrant of the Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Stock Units or diminution in value of the Stock Units or shares purchased through exercise of the Stock Units resulting from Termination termination of the Grantee’s employment or other service by the Company or the Employer (for any reason whatsoever) whatsoever and whether or not in breach of local labor laws), and the Employee Grantee irrevocably releases the Company and its Subsidiaries the Employer from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee Grantee shall be deemed irrevocably to have waived the Employee’s his or her entitlement to pursue such claim;; and (il) The Notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Grantee’s employment or other service (whether or not in breach of local labor laws), the Grantee’s right to receive the Stock Units and vest in the Benefits Stock Units under the ProgramPlan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value terminate effective as of the Unitsdate of such termination and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the amount realized upon settlement Committee shall have the exclusive discretion to determine whether the Grantee’s status as a service provider has terminated for purposes of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratethis Agreement.

Nature of Grant. In accepting this grant of Units, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, 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 its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Unitsthe LTI Award, the Employee acknowledges Grantee acknowledges, understands and agrees that: (a) The Program 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) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All b. all decisions with respect to future Unit LTI Award grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained c. the grant of the LTI Award and the Grantee’s participation in this Agreement is intended the Plan shall not create a right to create continued employment or enlarge any other contractual obligations between service or be interpreted as forming an employment or services contract with the Company or any Subsidiary or affiliate and shall not interfere with the ability of the Company or any Subsidiary or affiliate to terminate the Grantee’s employment relationship at any time; d. the Grantee’s participation in the Plan is voluntary; e. the LTI Award and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are:LTI Award, and the income and value of the same, are not intended to replace any pension rights or compensation; (i) f. the LTI Award and the Shares subject to the LTI Award, and the income and value of the same, are extraordinary items that do outside the scope of the Grantee’s employment or services contract, if any, and are not constitute part of normal or expected compensation or salary of any kind for services of any kind rendered to the Company Company, any Subsidiary or its Subsidiaries, and are outside the scope any affiliate or for purposes of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s 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, 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 its Subsidiariespayments; (g) The g. the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable, and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant the Award of Restricted Stock Units, the Employee acknowledges Participant acknowledges, understands and agrees that: (a) The Program the Award is not granted under, but subject to the terms and conditions of, the Plan and, in any event, 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) This the Award of the Restricted Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Restricted Stock Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit Restricted Stock Units or other grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained in this Agreement is intended the Award of Restricted Stock Units shall not create a right to create employment or enlarge be interpreted as forming an employment or service contract with the Company, the Employer, the Parent or any other contractual obligations between Subsidiary of the Company and the EmployeeCompany; (e) The Employee Participant is voluntarily participating in receiving the ProgramRestricted Stock Units; (f) The the Restricted Stock Units and the Shares subject to the Restricted Stock Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiig) the Restricted Stock units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (gh) The the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim;and (i) The unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the Benefits under benefits evidenced by this Award Agreement do not create any entitlement to have the ProgramRestricted Stock Unit or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value Shares of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rateCompany.

Nature of Grant. In By accepting this grant the Award of Restricted Stock Units, the Employee acknowledges Participant acknowledges, understands and agrees that: (a) The Program 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) This the Award of the Restricted Stock Units is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Restricted Stock Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit Restricted Stock Units or other grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained the Award of Restricted Stock Units and Participant’s participation in this Agreement is intended the Plan shall not create a right to create employment or enlarge be interpreted as forming an employment or service contract with the Company, the Employer, the Parent or any other contractual obligations between Subsidiary of the Company and the EmployeeCompany; (e) The Employee Participant is voluntarily participating in the ProgramPlan; (f) The the Restricted Stock Units and the Shares subject to the Restricted Stock Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiig) the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (gh) The the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; (hi) In consideration unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the AwardCompany; (j) for purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer employed by or providing services to the Company or the Employer (regardless of the reason for such termination and whether or not later to be found invalid or in breach of Applicable Laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Administrator, Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date. The Administrator shall have the exclusive discretion to determine when Participant is no longer employed by or providing services for purposes of the Restricted Stock Units. Notwithstanding the foregoing, Participant will be deemed to be a Service Provider during any contractual notice period (e.g., Participant’s period of service would be included during any contractual notice period or any period of “garden leave” or similar period mandated under Applicable Laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any); (k) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose; (l) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Termination Participant ceasing to be a Service Provider (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where Participant is employed or the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the EmployeeParticipant’s entitlement to pursue such claim; (i) The Units and the Benefits under the Programemployment agreement, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability); and (jm) Neither Participant acknowledges and agrees that neither the Company, the Employer, the Parent nor any Subsidiary of the Company nor any of its Subsidiaries shall be liable for any change in foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Units, Restricted Stock Units or of any amounts due to Participant pursuant to the amount realized upon settlement of the Restricted Stock Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of Unitsthe grant, the Employee Grantee acknowledges that: (a) The Program 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; (b) This Award the grant of the Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past;; * Grantee understands that the sale of Shares to satisfy the Company’s withholding obligations will be considered a sale for purposes of short-swing liability under Section 16(b) of the Exchange Act. Any profit realized in a purchase of shares of the Company’s stock within six months of the sale may be recovered by the Company or by a stockholder of the Company on behalf of the Company. (c) All all decisions with respect to future Unit grantsgrants of Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained Grantee’s participation in this Agreement is intended the Plan shall not create a right to create or enlarge further employment with the Employer and shall not interfere with the ability of the Employer to terminate Grantee’s employment relationship at any other contractual obligations between the Company and the Employeetime; (e) The Employee Grantee is voluntarily participating in the ProgramPlan; (f) The the Units and Shares the shares of Stock subject to the Units are: (i) are an extraordinary items item that do does not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiariesthe Employer, and are which is outside the scope of the EmployeeGrantee’s employment contract, if any; (iig) the Units and the shares of Stock subject to the Units are not intended to replace any pension rights or compensation; (iiih) the Units and the shares of Stock subject to the Units are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 Company, the Employer or its Subsidiariesany subsidiary or affiliate of the Company; (gi) The the grant of Units and Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any subsidiary or affiliate of the Company; (j) the future value of the Shares underlying the Units shares of Stock is unknown and cannot be predicted with certainty; (hk) In in consideration of the Awardgrant of the Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from Termination termination of Grantee’s employment with the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) or a violation of the covenants and the Employee Grantee irrevocably releases the Company and its Subsidiaries the Employer from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee Grantee shall be deemed irrevocably to have waived the Employee’s his or her entitlement to pursue such claim; (il) The in the event of termination of Grantee’s employment (whether or not in breach of local labor laws), Grantee’s right to vest in the Units under the Plan, if any, will terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when Grantee is no longer actively employed for purposes of the Units; and (m) the Units and the Benefits benefits under the ProgramPlan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries;payments (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee;; Performance Share Award (2018) (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting the Restricted Stock Units and signing this grant of UnitsAgreement, the Employee acknowledges that: (a) The Program 10.1 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, unless otherwise provided in the Plan; (b) This Award 10.2 the grant of Restricted Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Units, or other Program Benefits in the future, Restricted Stock Units even if Restricted Stock Units have been granted awarded repeatedly in the past; (c) All 10.3 nothing in this Agreement or in the Plan shall confer upon Employee any right to continue in the employment or service of the Employer or the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Employer or the Company, which rights are hereby expressly reserved, to terminate Employee’s employment or service at any time for any reason, with or without cause except as may otherwise be provided pursuant to a separate written employment agreement; 10.4 all decisions with respect to future Unit grantsgrants of Restricted Stock Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained 10.5 Employee's participation in this Agreement the Plan is intended to create or enlarge any other contractual obligations between the Company and the Employeevoluntary; (e) The Employee is voluntarily participating in the Program; (f) The 10.6 Restricted Stock Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In 10.7 in consideration of the Awardgrant of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise arises from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or Shares received upon vesting of Restricted Stock Units resulting from Termination termination of the Employee’s employment or other service-providing relationship with the Company or Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and its Subsidiaries the Employer from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s his or her entitlement to pursue such claim;; and 10.8 in the event of the termination of Employee's Continuous Service (i) The whether or not in breach of local labor laws), Employee’s right to receive Restricted Stock Units and the Benefits vest under the ProgramPlan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value terminate effective as of the Unitsdate that Employee is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the amount realized upon settlement Committee shall have the exclusive discretion to determine when Employee is no longer providing Continuous Service for purposes of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratePlan.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; andand Performance-Vested Restricted Stock Unit Agreement (2020) (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of the Restricted Stock Units, Awardee expressly acknowledges, understands and agrees to the Employee acknowledges thatfollowing: (a) The Program 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, except as otherwise set forth in the Plan; (b) This Award the grant of the Restricted Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Restricted Stock Units or other awards have been granted repeatedly in the past; (c) All all decisions with respect to future Restricted Stock Unit grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained in this Award Agreement is intended does not confer upon Awardee any rights with respect to create continuation of employment by the Employer and shall not interfere with the ability of the Employer to terminate Awardee’s employment or enlarge service relationship (if any) at any other contractual obligations between the Company and the Employeetime; (e) The Employee the Restricted Stock Unit grant and Awardee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Affiliate; (f) the future value of the underlying shares of Stock is unknown, indeterminable and cannot be predicted with certainty; (g) Awardee is voluntarily participating in the ProgramPlan; (fh) The the Restricted Stock Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation underlying shares of any kind for services of any kind rendered to the Company or its SubsidiariesStock, and the income from and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiii) the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposespurposes of, 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, benefits or similar payments payments; (j) unless otherwise agreed with the Company, the Restricted Stock Units and in no event should be considered the underlying shares of Stock, and the income from and value of same, are not granted as compensation consideration for, or relating in connection with, the service Awardee may provide as a director of any way to, past services for the Company or its SubsidiariesAffiliate; (gk) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Termination termination of Awardee’s employment or service (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where Awardee is employed or the Company and its Subsidiaries from any such claim that may arise; terms of Awardee’s employment or other service agreement, if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claimany); (il) The unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the Benefits under benefits evidenced by this Award Agreement do not create any entitlement to have the ProgramRestricted Stock Units or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case of a merger, take-over or transfer of liabilityStock; and (jm) Neither if Awardee resides outside the Company U.S.: i) the Restricted Stock Units and the underlying shares of Stock, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose; and ii) neither the Company, the Employer nor any of its Subsidiaries other Affiliate shall be liable for any change in foreign exchange rate fluctuation between Awardee’s local currency and the United States Dollar that may affect the value of the Units, Award or any amounts due to Awardee pursuant to the amount realized upon settlement of the Units or Award, the amount realized upon a subsequent sale of any Shares shares of Stock acquired upon settlement under the Plan or the receipt of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratedividends or dividend equivalents.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: : (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; ; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; ; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; ; (e) The the Employee is voluntarily participating in the Program; ; (f) The the Units and Shares subject to the Units are: : (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; ; (ii) not intended to replace any pension rights or compensation; ; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; ; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; ; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, (a) Pursuant to applicable personal data protection laws, the Employee shall be deemed irrevocably to have waived collection, processing and transfer of the Employee’s entitlement to pursue such claim; (i) The Units personal Data is necessary for the Company’s administration of the Program and the Benefits Employee’s participation in the Program. The Employee’s denial and/or objection to the collection, processing and transfer of personal Data may affect his or her ability to participate in the Program. As such (where required under applicable law), the Employee: voluntarily acknowledges, consents and agrees to the collection, use, processing and transfer of personal Data as described herein; and authorizes Data recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Employee’s participation in the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or including any requisite transfer of liability; and (j) Neither such Data as may be required for the Company nor any of its Subsidiaries shall be liable for any change in value administration of the Units, Program and/or the amount realized upon settlement subsequent holding of Shares on the Units Employee’s behalf to a broker or other third party with whom the amount realized upon a subsequent sale of Employee may elect to deposit any Shares acquired upon settlement pursuant to the Program. Data may be provided by the Employee or collected, where lawful, from third parties, and the Company and the Subsidiary that employs the Employee (if applicable) will process the Data for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Program. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Employee’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the Unitsimplementation, resulting from any fluctuation administration and operation of the United States Dollar/local currency foreign exchange rate.Program and for the Employee’s participation in the Program. The Company and the Subsidiary that employs the Employee (if applicable) will transfer Data as necessary for the purpose of implementation, administration and management of the Employee’s participation in the Program, and the Company and the Subsidiary that employs the Employee (if applicable) may further transfer Data to any third parties

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: : (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; ; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; ; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; ; (e) The the Employee is voluntarily participating in the Program; ; (f) The the Units and Shares subject to the Units are: : (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; ; (ii) not intended to replace any pension rights or compensation; ; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; ; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; ; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from (i) Termination (for any reason whatsoever) and/or (ii) the application of Sections 6 and/or 7 above and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; ; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Unitsthe Award, the Employee acknowledges Grantee acknowledges, understands and agrees that: (a) The Program 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) This the grant of the Award is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Unitsrestricted stock units, or benefits in lieu of Units, or other Program Benefits in the futurerestricted stock units, even if Units restricted stock units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit awards or other grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained the Grantee is voluntarily participating in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the EmployeePlan; (e) The Employee is voluntarily participating in the Program; (f) The Units Award and Shares the shares of Stock subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesAward, and any related income and value, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiif) the Award and the shares of Stock subject to the Award, and any related income and value, are not part of the Employee’s normal or expected compensation or salary for any purposespurpose, 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, 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 its Subsidiariespayments; (g) The the future value of the Shares underlying the Units shares of Stock is unknown unknown, indeterminable and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units Award resulting from Termination the termination of the Grantee’s employment (for any reason whatsoever) and whatsoever whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where the Company and its Subsidiaries from any such claim that may arise; Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claimany); (i) The Units unless otherwise provided in the Plan or by the Company in its discretion, the Award and the Benefits under benefits evidenced by this Agreement do not create any entitlement to have the ProgramAward or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case shares of the Company; (j) unless otherwise agreed with the Company, the Award and the shares of Stock subject to the Award, and any related income and value, are not granted as consideration for, or in connection with, the service the Grantee may provide as a merger, take-over or transfer director of liabilityany Subsidiary; and (jk) Neither neither the Company Company, the Employer nor any of its Subsidiaries Subsidiary shall be liable for any change in foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Units, Award or of any amounts due to the amount realized upon Grantee pursuant to the settlement of the Units Award or the amount realized upon a subsequent sale of any Shares shares of Stock acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of UnitsOption grant, the Employee acknowledges that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award this Option grant is a one-time benefit and does not create any contractual or other right to receive future grants of UnitsOptions, benefits in lieu of UnitsOptions, or other Program Benefits benefits in the future, even if Units Options have been granted repeatedly in the past; (c) All all decisions with respect to future Unit Option grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The Units the Option and Shares subject to the Units Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation;; Non-Qualified Stock Option Agreement (2018) (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The the future value of the Shares underlying the Units Option is unknown and cannot be predicted with certainty; (h) In in consideration of the Awardthis Option grant, no claim or entitlement to compensation or damages shall arise from the Units Option resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units the Option and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the UnitsOption, the amount realized upon settlement exercise of the Units Option or the amount realized upon a subsequent sale of any Shares acquired upon settlement exercise of the UnitsOption, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsOption grant, the Employee acknowledges and agrees that: : (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; ; (b) This Award this Option grant is a one-time benefit and does not create any contractual or other right to receive future grants of UnitsOptions, benefits in lieu of UnitsOptions, or other Program Benefits benefits in the future, even if Units Options have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit Option grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; ; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; ; (e) The the Employee is voluntarily participating in the Program; ; (f) The Units the Option and Shares subject to the Units Option are: : (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; ; (ii) not intended to replace any pension rights or compensation; ; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; ; (g) The the future value of the Shares underlying the Units Option is unknown and cannot be predicted with certainty; ; (h) In in consideration of the Awardthis Option grant, no claim or entitlement to compensation or damages shall arise from the Units Option resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; ; (i) The Units the Option and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty;; Performance Share Award (2017) (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Units, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee;; Retention RSU Agreement - Ratable Vesting (2021) 6 (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are:: Performance Share Award (2021) (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is Performance-Vested Restricted Stock Unit Agreement (2018) found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the Committee, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and the Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, 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, benefits or similar payments payments, and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units Award resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Unitsthe grant, the Employee understands, acknowledges and agrees that: (aa. ) The Program 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; (bb. ) This Award the grant of the Restricted Stock Units is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (cc. ) All all decisions with respect to future Unit Restricted Stock Units grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (dd. ) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee's participation in the Plan shall not create a right to further employment or other service with the Employer and shall not interfere with the ability of the Employer to terminate the Employee's service relationship at any time; (ee. ) The the Employee is voluntarily participating in the ProgramPlan; (ff. ) The the Restricted Stock Units and the Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesRestricted Stock Units, and the income from and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiig. ) the Restricted Stock Units and the Shares underlying the Restricted Stock Units, and the income from and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits, benefits or similar payments mandatory payments; h. ) unless otherwise agreed with the Company, the Restricted Stock Units and in no event should be considered the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as compensation consideration for, or relating in any way toconnection with, past services for the service the Employee may provide as a director of a Parent, Subsidiary or affiliate of the Company; i. ) the grant of the Restricted Stock Units and the Employee's participation in the Plan will not be interpreted to form an employment contract or other service relationship with the Company or its Subsidiariesany Parent, Subsidiary or affiliate of the Company; (gj. ) The the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; (hk. ) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Termination the termination of the Employee’s status as a Service Provider (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee irrevocably releases is employed or providing services or the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (iemployment or service agreement, if any); a. ) The unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the Benefits under benefits evidenced by this Agreement do not create any entitlement to have the ProgramRestricted Stock Units or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case of a merger, take-over or transfer of liabilityShares; and (jb. ) Neither neither the Company, the Employer nor any other Parent, Subsidiary or affiliate of the Company nor any of its Subsidiaries shall be liable for any change in foreign exchange rate fluctuation between the Employee’s local currency and the United States Dollar that may affect the value of the Units, Restricted Stock Units or of any amounts due to the amount realized upon Employee pursuant to the settlement of the Restricted Stock Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of Units, the Employee acknowledges and agrees that: : (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; ; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; ; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; ; (e) The the Employee is voluntarily participating in the Program; ; (f) The the Units and Shares subject to the Units are: : (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; ; (ii) not intended to replace any pension rights or compensation; ; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this the grant of Unitsthis Award, the Employee acknowledges thatyou acknowledge, understand and agree as follows: (a) The Program 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) This The grant of this Award is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Unitsawards, or benefits in lieu of Units, or other Program Benefits in the futureawards, even if Units awards have been granted repeatedly in the past;. (c) All decisions with respect to future Unit grantsgrants of awards, if any, and their terms and conditions, will be made by at the sole discretion of the Committee, in its sole discretion;. (d) Nothing contained You are voluntarily participating in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee;Plan. (e) The Employee is voluntarily participating in the Program; (f) The Units This Award and any Shares subject to the Units are: (i) Units, and the income from 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 its Subsidiariesany Affiliate (including, as applicable, your Employer) and which are outside the scope of the Employee’s your employment contract, if any;. (iif) This Award and any Shares subject to the Units, and the income from and value of the same, are not intended to replace any pension rights or compensation; (iii) not be considered part of the Employee’s your normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, benefits or similar payments payments. (g) This Award and in no event should be considered any Shares subject to the Units, and the income from and value of the same, are not intended to replace pension rights (if any) or compensation. (h) Unless otherwise agreed with the Company, this Award and the Shares subject to the Units, and the income from and value of the same, are not granted as compensation consideration for, or relating in connection with, services you may provide as a member of the board of directors or as a legal representative of an Affiliate. (i) In the event that the Employer is not the Company, the grant of this Award will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of this Award will not be interpreted to form or amend an employment contract with any way to, past services for Affiliate (including the Employer). (j) This Award and Agreement do not give you a right to continued Service with the Company or its Subsidiaries;any Affiliate (including the Employer), and the Employer may terminate your Service at any time subject to local law and the terms of your employment agreement, if any, and otherwise deal with you without regard to the effect it may have upon you under this Agreement. (gk) The future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty;. (hl) In consideration of the Award, no No claim or entitlement to compensation or damages shall arise from forfeiture of the Units Award resulting from Termination the termination of your Service (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where you are employed or the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Programyour employment agreement, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and). (jm) Neither the Company Company, the Employer nor any of its Subsidiaries other Affiliate shall be liable for any change in foreign exchange rate fluctuation between your local currency and the United States (“U.S.”) Dollar that may affect the value of the UnitsAward, or any amounts due to you pursuant to the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries;; Performance-Vested Restricted Stock Unit Agreement (2021) (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of Unitsthe grant, the Employee acknowledges Participant acknowledges, understands and agrees that: (ai) The Program the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (bii) This Award the grant of the ERA is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of UnitsERA, or benefits in lieu of Units, or other Program Benefits in the futureERA, even if Units ERA have been granted repeatedly in the past; (ciii) All all decisions with respect to future Unit awards or other grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (div) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee Participant is voluntarily participating in the ProgramPlan; (fv) The Units the ERA and the Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesERA, and the income from and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiivi) the ERA and the Shares subject to the ERA, and the income from and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposespurposes of, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (gvii) The the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; (hviii) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units ERA resulting from Termination the termination of the Participant's employment or other service relationship (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where the Company and its Subsidiaries from any such claim that may arise; Participant is employed or the terms of the Participant's employment agreement, if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claimany); (iix) The Units unless otherwise agreed with the Company, the ERA and the Benefits under Shares, and the Programincome from and value of same, if anyare not granted as consideration for, will or in connection with, the service the Participant may provide as a director of the Company or any member of the Combined Group and its Affiliates; (x) unless otherwise provided in the Plan or by the Company in its discretion, the ERA and the benefits evidenced by this Agreement do not automatically transfer create any entitlement to have the ERA 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 case shares of a merger, take-over or transfer of liabilitythe Company; and (jxi) Neither if the Company nor Participant resides outside the United States or is otherwise subject to the laws of a country outside the United States: (A) the ERA and the Shares subject to the ERA, and the income and value of same, are not part of normal or expected compensation for any purpose; and (B) neither the Company, the Employer or any member of the Combined Group or its Subsidiaries Affiliates shall be liable for any change in foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the Units, ERA or of any amounts due to the amount realized upon Participant pursuant to the settlement of the Units ERA or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of Unitsthe grant, the Employee understands, acknowledges and agrees that: (aa. ) The Program 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; (bb. ) This Award the grant of the Restricted Stock Units is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (cc. ) All all decisions with respect to future Unit Restricted Stock Units grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (dd. ) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee’s participation in the Plan shall not create a right to further employment or other service with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s service relationship at any time; (ee. ) The the Employee is voluntarily participating in the ProgramPlan; (ff. ) The the Restricted Stock Units and the Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesRestricted Stock Units, and the income from and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiig. ) the Restricted Stock Units and the Shares underlying the Restricted Stock Units, and the income from and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits, benefits or similar payments mandatory payments; h. ) unless otherwise agreed with the Company, the Restricted Stock Units and in no event should be considered the Shares subject to the Restricted Stock Units, and the income from and value of same, are not granted as compensation consideration for, or relating in any way toconnection with, past services for the service the Employee may provide as a director of a Parent, Subsidiary or affiliate of the Company; i. ) the grant of the Restricted Stock Units and the Employee’s participation in the Plan will not be interpreted to form an employment contract or other service relationship with the Company or its Subsidiariesany Parent, Subsidiary or affiliate of the Company; (gj. ) The the future value of the underlying Shares underlying the Units is unknown unknown, indeterminable and cannot be predicted with certainty; (hk. ) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Termination the termination of the Employee’s status as a Service Provider (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee irrevocably releases is employed or providing services or the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court terms of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claimemployment or service agreement, if any); (il. ) The unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the Benefits under benefits evidenced by this Agreement do not create any entitlement to have the ProgramRestricted Stock Units or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case of a merger, take-over or transfer of liabilityShares; and (ja. ) Neither neither the Company, the Employer nor any other Parent, Subsidiary or affiliate of the Company nor any of its Subsidiaries shall be liable for any change in foreign exchange rate fluctuation between the Employee’s local currency and the United States Dollar that may affect the value of the Units, Restricted Stock Units or of any amounts due to the amount realized upon Employee pursuant to the settlement of the Restricted Stock Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are:: Performance Share Award (2019) (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this the grant of UnitsPerformance Shares, the Employee acknowledges that: (a) The Program 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; (b) This Award the grant of the Performance Shares is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of UnitsPerformance Shares, or benefits in lieu of Units, or other Program Benefits in the futurePerformance Shares, even if Units Performance Shares have been granted repeatedly in the past, and all decisions with respect to future grants of Stock Awards or other Awards, if any, will be at the sole discretion of the Company; (c) All all decisions with respect to future Unit Performance Share grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee’s participation in the Plan is voluntary participating in the Plan; (e) The Employee is voluntarily participating in the Program; (f) The Units Performance Shares and the Shares subject to the Units are: (i) Performance Shares are extraordinary items that do not constitute regular compensation of any kind for services of any kind rendered to the Company or its Subsidiariesthe Employer, and that are outside the scope of the Employee’s employment contract, if any; (iif) the Performance Shares and the Shares subject to the Performance Shares are not intended to replace any pension rights or compensation; (iiig) the Performance Shares and the Shares subject to the Performance Shares are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariesthe Employer; (gh) The (j) the future value of the Shares underlying the Units Performance Shares is unknown and cannot be predicted with certainty; (hk) In 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 Performance Shares (or the calculation of income or Tax-Related Items thereunder); (j) (l) in consideration of the Awardgrant of the Performance Shares, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units Performance Shares resulting from the Employee’s Termination of Service (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and its Subsidiaries Employer from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s his or her entitlement to pursue such claim;; and (ik) The Units (m) the Performance Shares and the Benefits benefits under the ProgramPlan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting the Restricted Stock Units and signing this grant of UnitsAgreement, the Employee acknowledges that: (a) The Program 10.1 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, unless otherwise provided in the Plan; (b) This Award 10.2 the grant of Restricted Stock Units is a one-time benefit voluntary and occasional and does not create any contractual or other orother right to receive future grants awards of Restricted Stock Units, or benefits in lieu of Units, or other Program Benefits in the future, Restricted Stock Units even if Restricted Stock Units have been granted awarded repeatedly in the past; (c) All 10.3 nothing in this Agreement or in the Plan shall confer upon Employee any right to continue in the employmentor service of the Employer or the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Employer or the Company, which rights are hereby expressly reserved, to terminate Employee’s employment or service at any time for any reason, with or without cause except as may otherwise be provided pursuant to a separate written employment agreement; 10.4 all decisions with respect to future Unit grantsgrants of Restricted Stock Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretionsolediscretion of the Company; (d) Nothing contained 10.5 Employee's participation in this Agreement the Plan is intended to create or enlarge any other contractual obligations between the Company and the Employeevoluntary; (e) The Employee is voluntarily participating in the Program; (f) The 10.6 Restricted Stock Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposes, purpose,including, but not limited to, calculating calculation of any severance, resignation, termination, redundancy, dismissal, end-of-end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In 10.7 in consideration of the Awardgrant of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise arises from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or Shares received upon vesting of Restricted Stock Units resulting from Termination termination of the Employee’s employment or other service-providing relationship with the Company or Employer (for any reason whatsoeverwhatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and its Subsidiaries the Employer from any such claim that may arise; if if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s his or her entitlement to pursue such claim;; and 10.8 in the event of the termination of Employee's Continuous Service (i) The whether or not in breach of local labor laws), Employee’s right to receive Restricted Stock Units and the Benefits vest under the ProgramPlan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value terminate effective as of the Unitsdate that Employee is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); the amount realized upon settlement Committee shall have the exclusive discretion to determine when Employee is no longer providing Continuous Service for purposes of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratePlan.

Nature of Grant. In accepting this grant of the Profits Interest Units, the Employee acknowledges Participant acknowledges, understands and agrees that: : (a) The Program the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Partnership at any time; , to the extent permitted by the Plan; (b) This Award the grant of the Profits Interest Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Unitsgrants, or benefits in lieu of Profits Interest Units, or other Program Benefits in the future, even if Profits Interest Units have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit grantsgrants of Profits Interest Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretion; discretion of the Partnership; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee Participant is voluntarily participating in this Agreement; (e) the Program; (f) The Profits Interest Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; ; (iiif) the Profits Interest Units, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, purpose including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiaries; payments; (g) The the future value of the Shares underlying the Profits Interest Units is unknown unknown, indeterminable and cannot be predicted with certainty; ; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Profits Interest Units resulting from Termination the termination of the Participant’s employment (for any reason whatsoever) , whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Profits Interest Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Partnership, any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Partnership, its Affiliates and the Employee irrevocably releases the Company and its Subsidiaries Employer from any such claim that may ariseclaim; if if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing or electronically accepting this Agreementparticipating in the Plan, the Employee Participant shall be deemed irrevocably to have waived the Employee’s entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; ; (i) The for purposes of the Profits Interest Units, the Participant’s employment will be considered terminated as of the date the Participant is no longer providing services to the Partnership or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Partnership, the Participant’s right to vest in the Profits Interest Units and the Benefits under the ProgramPlan, if any, will terminate as of such date and will not automatically transfer to another company be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the case jurisdiction where the Participant is employed or the terms of a mergerthe Participant’s employment agreement, take-over or transfer if any); the Partnership shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of liabilitythe Profits Interest Unit grant (including whether the Participant may still be considered to be providing services while on an approved leave of absence); and (j) Neither unless otherwise provided in this Agreement or by the Company Partnership in its discretion, the Profits Interest Units and the benefits evidenced by this Agreement do not create any entitlement to have the Profits Interest 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 Partnership; and (k) the Participant acknowledges and agrees that neither the Partnership, the Employer nor any of its Subsidiaries Affiliate shall be liable for any change in foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units, the amount realized upon settlement of the Profits Interest Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of amounts due to the Units, resulting from any fluctuation of Participant under the United States Dollar/local currency foreign exchange ratePlan. 5.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: : (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; ; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; ; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; ; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; ; (e) The the Employee is voluntarily participating in the Program; ; (f) The the Units and Shares subject to the Units are: : (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; ; (ii) not intended to replace any pension rights or compensation; ; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of the Profits Interest Units, the Employee acknowledges Participant acknowledges, understands and agrees that: (a) The Program the Plan is established voluntarily by the CompanyPartnership, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company Partnership at any time, to the extent permitted by the Plan; (b) This Award the grant of the Profits Interest Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Unitsgrants, or benefits in lieu of Profits Interest Units, or other Program Benefits in the future, even if Profits Interest Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grantsgrants of Profits Interest Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Partnership; (d) Nothing contained the Participant is voluntarily participating in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the EmployeeAgreement; (e) The Employee is voluntarily participating in the Program; (f) The Profits Interest Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiif) the Profits Interest Units, and the income and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposes, purpose including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (g) The the future value of the Shares underlying the Profits Interest Units is unknown unknown, indeterminable and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Profits Interest Units resulting from Termination the termination of the Participant’s employment (for any reason whatsoever) , whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Profits Interest Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Partnership, any of its Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Partnership, its Affiliates and the Employee irrevocably releases the Company and its Subsidiaries Employer from any such claim that may ariseclaim; if if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by signing or electronically accepting this Agreementparticipating in the Plan, the Employee Participant shall be deemed irrevocably to have waived the Employee’s entitlement agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (i) The for purposes of the Profits Interest Units, the Participant’s employment will be considered terminated as of the date the Participant is no longer providing services to the Partnership or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Partnership, the Participant’s right to vest in the Profits Interest Units and the Benefits under the ProgramPlan, if any, will terminate as of such date and will not automatically transfer be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Partnership shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Profits Interest Unit grant (including whether the Participant may still be considered to be providing services while on an approved leave of absence); (j) unless otherwise provided in this Agreement or by the Partnership in its discretion, the Profits Interest Units and the benefits evidenced by this Agreement do not create any entitlement to have the Profits Interest 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 case of a merger, take-over or transfer of liabilityPartnership; and (jk) Neither the Company Participant acknowledges and agrees that neither the Partnership, the Employer nor any of its Subsidiaries Affiliate shall be liable for any change in foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Units, the amount realized upon settlement of the Profits Interest Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of amounts due to the Units, resulting from any fluctuation of Participant under the United States Dollar/local currency foreign exchange ratePlan.

Nature of Grant. In accepting this grant of Units, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) Retention RSU Agreement - Ratable Vesting (2020) 7 and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this the grant of Restricted Stock Units, the Employee acknowledges Grantee acknowledges, understands and agrees that: (a) The Program 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) This Award the grant of the Restricted Stock Units is a one-time benefit exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, or other Program Benefits in the future, even if Restricted Stock Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit Restricted Stock Units or other grants, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Company; (d) Nothing contained the Grantee is voluntarily participating in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the EmployeePlan; (e) The Employee is voluntarily participating in the Program; (f) The Restricted Stock Units and Shares any shares of Stock subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its SubsidiariesRestricted Stock Units, and the income from and value of same, are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiif) unless otherwise agreed with the Company, the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of a Subsidiary; (g) the Restricted Stock Units and any shares of Stock subject to the Restricted Stock Units and the income from and value of same, are not part of the Employee’s normal or expected compensation or salary for any purposespurposes of, including, but not limited towithout limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits, 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 its Subsidiariesmandatory payments; (gh) The the future value of the Shares shares of Stock underlying the Restricted Stock Units is unknown unknown, indeterminable, and cannot be predicted with certainty; (hi) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Termination the termination of the Grantee’s employment (for any reason whatsoever) and , whether or not later found to be invalid or in breach of labor laws in the Employee irrevocably releases jurisdiction where the Company and its Subsidiaries from any such claim that may arise; Grantee is employed or the terms of the Grantee’s employment agreement, if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claimany); (ij) The unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the Benefits under benefits evidenced by the ProgramAgreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, if anyor assumed by, will not automatically transfer to another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the case shares of a merger, take-over or transfer Stock of liabilitythe Company; and (jk) Neither neither the Company Company, the Employer nor any of its Subsidiaries Subsidiary shall be liable for any change in foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the Units, Restricted Stock Units or of any amounts due to the amount realized upon Grantee pursuant to the settlement of the Restricted Stock Units or the amount realized upon a subsequent sale of any Shares shares of Stock acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges and agrees that: (a) The the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The the Employee is voluntarily participating in the Program; (f) The the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; andand Performance-Vested Restricted Stock Unit Agreement (2019) (j) Neither neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsBy participating in the Plan, the Employee acknowledges you acknowledge, understand and agree that: (a) The Program 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 Administrator at any time, to the extent permitted by the Plan; (b) This Award the grant of the Units is a one-time benefit voluntary and occasional and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All all decisions with respect to future Unit grantsgrants of Units, if any, and their terms and conditions, will be made by at the Committee, in its sole discretiondiscretion of the Administrator; (d) Nothing contained the grant of the Units and your participation in this Agreement is intended the Plan shall not create a right to create employment or enlarge be interpreted as forming an employment or service contract with the Company, the Employer or Affiliate and shall not interfere with the ability of the Company, the Employer or any other contractual obligations between the Company and the EmployeeAffiliate, as applicable, to terminate your employment or service relationship (if any); (e) The Employee is you are voluntarily participating in the ProgramPlan; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iiig) the Units, the underlying Shares, and the income and value of same are not part of the Employee’s normal or expected compensation or salary for any purposes, including, but not limited to, purposes of calculating any severance, resignation, termination, redundancy, -Rev 1.2019 AQ dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits, 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 its Subsidiariespayments; (gh) The the future value of the Shares underlying the Units shares of Stock is unknown unknown, indeterminable and cannot be predicted with certainty; (hi) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from Termination the termination of your employment or other service relationship (for any reason whatsoever) and , whether or not later found to be invalid or in breach of employment laws in the Employee irrevocably releases jurisdiction where you are employed or the Company and its Subsidiaries from any such claim that may arise; terms of your employment agreement, if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claimany); (ij) The Units unless otherwise agreed with the Company in writing, the Units, the underlying shares of Stock and the Benefits income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of an Affiliate; (k) for purposes of the Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, your right to vest in the Units under the Programthis Agreement, if any, will terminate as of such date and will not automatically transfer to another company 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 case jurisdiction where you are employed or the terms of a mergeryour employment agreement, take-over or transfer if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of liabilitythe Unit grant (including whether you may still be considered to be providing services while on an approved leave of absence); and (jl) Neither the Company following provisions apply only if you are providing services outside the United States: (A) the Units, the underlying shares of Stock, and the income and value of same are not part of normal or expected compensation or salary for any purpose; and (B) neither the Company, the Employer nor any of its Subsidiaries Affiliate shall be liable for any change in foreign exchange rate fluctuation between your local currency and the U.S. dollar that may affect the value of the Units, Units or of any amount due to you pursuant to the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares shares of Stock acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange ratesettlement.

Nature of Grant. In accepting this grant of UnitsAward, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) All decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion; (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments Performance-Vested Restricted Stock Unit Agreement (2017) and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) The future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) In consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.

Nature of Grant. In accepting this grant of UnitsOption grant, the Employee acknowledges that: (a) The Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) This Award Option grant is a one-time benefit and does not create any contractual or other right to receive future grants of UnitsOptions, benefits in lieu of UnitsOptions, or other Program Benefits benefits in the future, even if Units Options have been granted repeatedly in the past; (c) All decisions with respect to future Unit Option grants, if any, and their terms and conditions, will be made by the CommitteeCompany, in its sole discretion;; Non-Qualified Stock Option Agreement (2017) (d) Nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) The Employee is voluntarily participating in the Program; (f) The Units Option and Shares subject to the Units Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purposespurpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or its Subsidiaries; (g) The future value of the Shares underlying the Units Option is unknown and cannot be predicted with certainty; (h) In consideration of the Awardthis Option grant, no claim or entitlement to compensation or damages shall arise from the Units Option resulting from Termination (for any reason whatsoever) and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) The Units Option and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) Neither the Company nor any of its Subsidiaries shall be liable for any change in value of the UnitsOption, the amount realized upon settlement exercise of the Units Option or the amount realized upon a subsequent sale of any Shares acquired upon settlement exercise of the UnitsOption, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate.