AVAGO TECHNOLOGIES LIMITED RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND RESTRICTED SHARE UNIT AWARD AGREEMENT
Exhibit 10.41
AVAGO TECHNOLOGIES LIMITED
2009 EQUITY INCENTIVE AWARD PLAN
RESTRICTED SHARE UNIT AWARD GRANT NOTICE AND
RESTRICTED SHARE UNIT AWARD AGREEMENT
RESTRICTED SHARE UNIT AWARD AGREEMENT
Avago Technologies Limited, a company organized under the laws of Singapore (the “Company”),
pursuant to its 2009 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby
grants to the individual listed below (“Participant”), an award of restricted share units
(“Restricted Share Units” or “RSUs”). Each Restricted Share Unit represents the right to receive
one Ordinary Share upon vesting of the Restricted Share Unit. This award of Restricted Share Units
is subject to all of the terms and conditions as set forth herein and in the Restricted Share Unit
Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which
are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Grant Notice and the Agreement.
Participant’s Name:
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Participant’s Employee
Identification Number: |
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Grant Date: |
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Total Number of RSUs: |
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Vesting Commencement Date: |
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Vesting Schedule:
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The RSUs subject to this Grant Notice and the Agreement shall
vest according to the following schedule: |
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By his or her signature and the Company’s signature below, Participant agrees to be bound by
the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has
reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understands all
provisions of this Grant Notice, the Agreement and the Plan. Additionally, by signing below,
Participant agrees that Participant has read, fully understands and agrees to abide by the terms of
the Company’s Xxxxxxx Xxxxxxx Policy and has read and fully understands the Plan Prospectus and
Prospectus Supplement, if applicable, each of which is attached to this Grant Notice. In addition,
by signing below, Participant also agrees that the Company, in its sole discretion, may satisfy any
withholding obligations in accordance with Section 2.6 of the Agreement by (i) withholding Ordinary
Shares otherwise issuable to Participant upon vesting of the RSUs, (ii) instructing a broker on
Participant’s behalf to sell Ordinary Shares otherwise issuable to Participant upon vesting of the
RSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted
by Section 2.6 of the Agreement or the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or relating to the RSUs. To the extent you
provide services to the Company
outside of the United States, the RSUs will also be subject to the special provisions set forth in
Exhibit B attached hereto, including any sub-plans referenced therein.
AVAGO TECHNOLOGIES LIMITED:
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PARTICIPANT: | |||||
By:
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By: | |||||
Print Name:
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Print Name: | |||||
Title: |
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Address:
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Address: | |||||
EXHIBIT A
TO RESTRICTED SHARE UNIT AWARD GRANT NOTICE
Pursuant to the Restricted Share Unit Award Grant Notice (the “Grant Notice”) to which this
Restricted Share Unit Award Agreement (the “Agreement”) is attached, Avago Technologies Limited, a
company organized under the laws of Singapore (the “Company”), has granted to Participant an award
of restricted share units (“Restricted Share
Units” or “RSUs”) under the Company’s 2009 Equity
Incentive Award Plan, as amended from time to time (the “Plan”).
ARTICLE I
GENERAL
1.1 Defined Terms. Wherever the following terms are used in this Agreement they
shall have the meanings specified below, unless the context clearly indicates otherwise.
Capitalized terms not specifically defined herein shall have the meanings specified in the Plan
and the Grant Notice.
(a) “Termination of Consultancy” shall mean the time when the engagement of Participant as a
Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge, death, disability, or
retirement, but excluding: (a) terminations where there is a simultaneous employment or
continuing employment of Participant by the Company or any Subsidiary, and (b) terminations where
there is a simultaneous re-establishment of a consulting relationship or continuing consulting
relationship between Participant and the Company or any Subsidiary. The Administrator, in its
absolute discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the question of whether a
particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other
provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to
terminate a Consultant’s service at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in writing.
(b) “Termination of Directorship” shall mean the time when Participant, if he or she is or
becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way
of limitation, a termination by resignation, failure to be elected, death or retirement. The
Board, in its sole and absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Directorship with respect to Non-Employee Directors.
(c) “Termination of Employment” shall mean the time when the employee-employer relationship
between Participant and the Company or any Subsidiary is terminated for any reason, with or
without cause, including, but not by way of limitation, a termination by resignation, discharge,
death, disability or retirement; but excluding: (a) terminations where there is a simultaneous
reemployment or continuing employment of Participant by the Company or any Subsidiary, and (b)
terminations where there is a simultaneous establishment of a consulting relationship or
continuing consulting relationship between Participant and the Company or any Subsidiary. The
Administrator, in its absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation, the question of
whether a particular leave of absence constitutes a Termination of Employment.
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(d) “Termination of Services” shall mean Participant’s Termination of Consultancy,
Termination of Directorship or Termination of Employment, as applicable.
1.2 General. Each Restricted Share Unit shall constitute a non-voting unit of
measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Ordinary
Share (subject to adjustment as provided in Section 14.2 of the Plan) solely for purposes of the
Plan and this Agreement. The Restricted Share Units shall be used solely as a device for the
determination of the payment to eventually be made to the Participant if such Restricted Share
Units vest pursuant to Section 2.3. The Restricted Share Units shall not be treated as property or
as a trust fund of any kind.
1.3 Incorporation of Terms of Plan. RSUs are subject to the terms and conditions of
the Plan which are incorporated herein by reference. In the event of any inconsistency between the
Plan and this Agreement, the terms of the Plan shall control.
ARTICLE II
GRANT OF RESTRICTED SHARE UNITS
1.4 Grant of RSUs. In consideration of Participant’s past and/or continued employment
with or service to the Company or a Subsidiary and for other good and valuable consideration,
effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants
to Participant an award of RSUs as set forth in the Grant Notice.
2.2 Company’s Obligation to Pay. Each RSU has a value equal to the Fair Market Value
of an Ordinary Share on the date it becomes vested. Unless and until the RSUs will have vested in
the manner set forth in Article II hereof, Participant will have no right to payment of any such
RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation
of the Company, payable (if at all) only from the general assets of the Company.
2.3 Vesting Schedule. Subject to Section 2.4, the RSUs awarded by the Grant Notice
will vest and become nonforfeitable with respect to the applicable portion thereof according to the
vesting schedule set forth on such Grant Notice (the “Vesting Schedule”), subject to Participant’s
continued employment or services through such dates, as a condition to the vesting of the
applicable installment of the RSU and the rights and benefits under this Agreement. Unless
otherwise determined by the Administrator, partial employment or service, even if substantial,
during any vesting period will not entitle the Participant to any proportionate vesting or avoid or
mitigate a termination of rights and benefits upon or following a Termination of Services as
provided in Section 2.4 below or under the Plan.
2.4 Change in Control Treatment. In the event the successor corporation in a Change
in Control refuses to assume or substitute for the RSUs in accordance with Section 14.2 of the
Plan, the RSUs will vest as of immediately prior to such Change in Control.
2.5 Forfeiture, Termination and Cancellation upon Termination of Services. Upon
Participant’s Termination of Services for any or no reason, the then-unvested RSUs subject to this
Agreement (after giving effect to any accelerated vesting pursuant to Section 2.4) will thereupon
be automatically forfeited, terminated and cancelled as of the applicable termination date without
payment of any consideration by the Company, and Participant, or Participant’s beneficiary or
personal representative, as the case may be, shall have no further rights hereunder.
2.6 Payment after Vesting.
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(a) On the tenth (10th) day following the vesting of any Restricted Share Units
pursuant to Section 2.3, 2.4 or 3.2, the Company shall deliver to the Participant a number of
Ordinary Shares (either by delivering one or more certificates for such shares or by entering such
shares in book entry form, as determined by the Company in its sole discretion) equal to the number
of Restricted Share Units subject to this award that vest on the applicable vesting date, unless
such Restricted Share Units terminate prior to the given vesting date pursuant to Section 2.5.
Notwithstanding the foregoing, in the event Ordinary Shares cannot be issued because of the failure
to meet one or more of the conditions set forth in Section 2.8(a), (b) or (c) hereof, then the
Ordinary Shares shall be issued pursuant to the preceding sentence as soon as administratively
practicable after the Administrator determines that Ordinary Shares can again be issued in
accordance with Sections 2.8(a), (b) and (c) hereof. Notwithstanding any discretion in the Plan,
the Grant Notice or this Agreement to the contrary, upon vesting of the RSUs, Ordinary Shares will
be issued as set forth in this section. In no event will the RSUs be paid to Participant in the
form of cash.
(b) Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled
to require payment by Participant of any sums required by applicable law to be withheld with
respect to the grant of RSUs or the issuance of Ordinary Shares. Such payment shall be made in
such form of consideration as may be acceptable to the Company, in its sole discretion, including:
(1) Cash or check;
(2) With the consent of the Company, surrender of Ordinary Shares otherwise issuable under the
RSUs and having a aggregate Fair Market Value on the date of delivery equal to the minimum amount
required to be withheld by applicable law;
(3) Other property acceptable to the Company in its sole discretion (including, without
limitation, through the delivery of a notice that the Participant has placed a market sell order
with a broker with respect to Ordinary Shares then issuable under the RSUs, and that the broker has
been directed to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of its withholding obligations; provided that payment of such proceeds is then made to
the Company upon settlement of such sale); or
(4) By deduction from other compensation payable to Participant.
The Company shall not be obligated to deliver any new certificate representing Ordinary Shares
to Participant or Participant’s legal representative or enter such Ordinary Share in book entry
form unless and until Participant or Participant’s legal representative shall have paid or
otherwise satisfied in full the amount of all federal, state and local taxes applicable to the
taxable income of Participant resulting from the grant of the RSUs or the issuance of Ordinary
Shares.
2.7 Rights as Shareholder. The holder of the RSUs shall not be, nor have any of the
rights or privileges of, a shareholder of the Company, including, without limitation, any dividend
rights and voting rights, in respect of the RSUs and any Ordinary Shares underlying the RSUs and
deliverable hereunder unless and until such Ordinary Shares shall have been actually issued by the
Company and held of record by such holder (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for
a dividend or other right for which the record date is prior to the date the Ordinary Shares are
issued, except as provided in Section 14.2 of the Plan.
2.8 Conditions to Delivery of Ordinary Shares. Subject to Section 11.4 of the Plan,
the Ordinary Shares deliverable hereunder, or any portion thereof, may be either previously
authorized but
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unissued Ordinary Shares or issued Ordinary Shares which have then been reacquired by the Company.
Such Ordinary Shares shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any Ordinary Shares deliverable hereunder or portion thereof prior to fulfillment
of all of the following conditions:
(a) The admission of such Ordinary Shares to listing on all stock exchanges on which the
Ordinary Shares are then listed;
(b) The completion of any registration or other qualification of such Ordinary Shares under
any state or federal law or under rulings or regulations of the Securities and Exchange Commission
or of any other governmental regulatory body, which the Administrator shall, in its absolute
discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Administrator shall, in its absolute discretion, determine to be necessary or
advisable;
(d) The receipt by the Company of full payment for such Ordinary Shares, including payment of
any applicable withholding tax, which may be in one or more of the forms of consideration permitted
under Section 2.6 hereof; and
(e) The lapse of such reasonable period of time following the vesting of any Restricted Share
Units as the Administrator may from time to time establish for reasons of administrative
convenience.
ARTICLE III
OTHER PROVISIONS
3.1 Administration. The Administrator shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions
taken and all interpretations and determinations made by the Administrator in good faith shall be
final and binding upon Participant, the Company and all other interested persons. No member of the
Administrator or the Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.
3.2 Adjustments Upon Specified Events. The Administrator may accelerate payment and
vesting of the Restricted Share Units in such circumstances as it, in its sole discretion, may
determine. In addition, upon the occurrence of certain events relating to the Ordinary Shares
contemplated by Section 14.2 of the Plan (including, without limitation, an extraordinary cash
dividend on such Ordinary Shares), the Administrator shall make such adjustments the Administrator
deems appropriate in the number of Restricted Share Units then outstanding and the number and kind
of securities that may be issued in respect of the Restricted Share Units. The Participant
acknowledges that the RSUs are subject to modification and termination in certain events as
provided in this Agreement and Article 14 of the Plan.
3.3 Grant is Not Transferable. During the lifetime of Participant, this grant and the
rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise) and will not be subject to sale under
execution, attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the RSUs, or any right or privilege conferred hereby, or upon
any attempted sale under any execution,
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attachment or similar process, the RSUs and the rights and privileges conferred hereby
immediately will become null and void. Notwithstanding anything herein to the contrary, this
Section 3.3 shall not prevent transfers by will or applicable laws of descent and distribution.
3.4 Binding Agreement. Subject to the limitation on the transferability of the RSUs
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
3.5 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company at the Company’s
principal office, and any notice to be given to Participant shall be addressed to Participant at
the Participant’s last address reflected on the Company’s records. By a notice given pursuant to
this Section 3.5, either party may hereafter designate a different address for notices to be given
to that party. Any notice shall be deemed duly given when sent via email or when sent by certified
mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch
post office regularly maintained by the United States Postal Service.
3.6 Titles. Titles provided herein are for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.
3.7 Governing Law; Severability. The laws of the State of California shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.
3.8 Conformity to Securities Laws. Participant acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of the Securities Act
and the Exchange Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in
such a manner as to conform to such laws, rules and regulations. To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
3.9 Amendments, Suspension and Termination. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any
time or from time to time by the Administrator or the Board, provided, that, except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely effect the RSUs in any material way without the prior written consent of
the Participant.
3.10 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in
Section 3.3 hereof, this Agreement shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.
3.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.
To the extent permitted by applicable
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law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.
3.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to continue to serve as an employee or other service provider
of the Company or any of its Subsidiaries.
3.13 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter hereof. In the event
Participant is party to a Management Shareholders Agreement with the Company, the Shares subject to
the RSUs shall not be subject to such Management Shareholders Agreement and the provisions of this
Agreement shall supersede any competing provisions of any such Management Shareholders Agreement.
3.14 Section 409A. The RSUs are not intended to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (together with any Department of
Treasury regulations and other interpretive guidance issued thereunder, including without
limitation any such regulations or other guidance that may be issued after the date hereof,
“Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or
this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof)
may be subject to Section 409A, the Administrator shall have the right in its sole discretion
(without any obligation to do so or to indemnify Participant or any other person for failure to do
so) to adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or
take any other actions, as the Administrator determines are necessary or appropriate either for the
RSUs to be exempt from the application of Section 409A or to comply with the requirements of
Section 409A.
3.15 Limitation on Participant’s Rights. Participation in the Plan confers no rights
or interests other than as herein provided. This Agreement creates only a contractual obligation
on the part of the Company as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant
shall have only the rights of a general unsecured creditor of the Company with respect to amounts
credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the
right to receive the Ordinary Shares as a general unsecured creditor with respect to RSUs, as and
when payable hereunder.
3.16 Additional Terms for Participants Providing Services Outside the United States.
To the extent the Participant provides services to the Company in a country other than the United
States, the RSUs shall be subject to such additional or substitute terms as shall be set forth for
such country in Exhibit B attached hereto. If Participant relocates to one of the
countries included in Exhibit B during the life of the RSUs, the special provisions for
such country shall apply to Participant, to the extent the Company determines that the application
of such provisions is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. In addition, the Company reserves the right to impose other
requirements on the RSUs and the Shares issued upon vesting of the RSUs, to the extent the Company
determines it is necessary or advisable in order to comply with local laws or facilitate the
administration of the Plan, and to require Participant to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.
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EXHIBIT B
TO AVAGO TECHNOLOGIES LIMITED
2009 EQUITY INCENTIVE AWARD PLAN
RESTRICTED SHARE UNIT AWARD AGREEMENT
TO AVAGO TECHNOLOGIES LIMITED
2009 EQUITY INCENTIVE AWARD PLAN
RESTRICTED SHARE UNIT AWARD AGREEMENT
This Exhibit B to the Avago Technologies Limited 2009 Equity Incentive Award Plan (the
“Plan”) Restricted Share Unit Award Agreement (the “Agreement”) includes special terms and
conditions applicable to Participants providing services to the Company in the countries below.
These terms and conditions are in addition to those set forth in the Agreement. Any capitalized
term used in this Exhibit B without definition shall have the meaning ascribed to such term
in the Plan or the Agreement, as applicable.
Each Participant is advised to seek appropriate professional advice as to how the relevant exchange
control and tax laws in the Participant’s country may apply to the Participant’s individual
situation.
FRANCE
Sub-Plan.
The award of RSUs shall be deemed granted under and subject to the terms of the 2009 Equity
Incentive Award Plan French Sub-Plan — Restricted Shares/Restricted Share Units.
Data Privacy.
By acceptance of this award of RSUs, the Participant acknowledges and consents to the collection,
use, processing and transfer of personal data as described below. The Company, its affiliates and
the Participant’s employer hold certain personal information, including the Participant’s name,
home address and telephone number, date of birth, social security number or other employee tax
identification number, employment history and status, salary, nationality, job title, and any
equity compensation grants or Ordinary Shares awarded, cancelled, purchased, vested, unvested or
outstanding in the Participant’s favor, for the purpose of managing and administering the Plan
(“Data”). The Company and its affiliates will transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan. Currently, the third
parties so assisting the Company are Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, XXX, and Exerasme SAS, 0 Xxx Xxxxxxx, Xxxxx 00000, Xxxxxx, however the Company may
retain additional or different third parties for any of the purposes mentioned. The Company may
also make the Data available to public authorities where required under locally applicable law.
These recipients may be located in the United States, the European Economic Area, or elsewhere,
which the Participant separately and expressly consents to, accepting that outside the European
Economic Area, data protection laws may not be as protective as within. The Participant hereby
authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing participation in the Plan,
including any requisite transfer of such Data as may be required for the administration of the Plan
on behalf of the Participant to a third party with whom the Participant may have elected to have
payment made pursuant to the Plan. The Participant may, at any time, review Data, require any
necessary amendments to it or withdraw the consent herein in writing by contacting the Company
through its local H.R. Director; however, withdrawing the consent may affect the Participant’s
ability to participate in the Plan and receive the benefits intended by this award of RSUs. Data
will only be held as long as necessary to implement, administer and manage the Participant’s
participation in the Plan and any subsequent claims or rights.
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French Language Provision. By accepting this award of RSUs, Participant confirms having
read and understood the documents relating to the Plan which were provided to Participant in the
English language. Participant accepts the terms of those documents accordingly.
French translation: En acceptant ce Contrat vous confirmez ainsi avoir lu et compris les documents
relatifs au Plan qui vous ont été communiqués en langue anglaise. Vous en acceptez les termes en
connaissance de cause.
JAPAN
By acceptance of this Award, the Participant acknowledges and consents to the collection, use,
processing and transfer of personal data as described below. The Company, Xxxxxx Xxxxxxx Xxxxx
Xxxxxx LLC, Symphony BPO Japan Limited and the Participant’s employer hold personal information for
the purpose of managing and administering the Plan (“Data”), including the following: the
Participant’s name, home address and telephone number, date of birth, social security number or
other employee tax identification number, salary, nationality, job title, and any equity
compensation grants or Ordinary Shares awarded, cancelled, purchased, vested, unvested or
outstanding in the Participant’s favor. From time to time, the Company may change the scope of its
affiliates that hold, use or process Participant’s personal information or the scope of
Participant’s personal information to be held, used or processed by the Company, its affiliates and
the Participant’s employer, by providing, or made easily accessible, information about such change
to the Participant. The Company and its affiliates will transfer Data to any third parties
assisting the Company in the implementation, administration and management of the Plan. These
recipients may be located in the United States, the European Economic Area, or elsewhere. The
Participant hereby authorizes them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing
participation in the Plan, including any requisite transfer of such Data as may be required for the
administration of the Plan on behalf of the Participant to a third party with whom the Participant
may have elected to have payment made pursuant to the Plan. The Participant may, at any time,
review Data, require any necessary amendments to it or withdraw the consent herein in writing by
contacting the Company; however, withdrawing the consent may affect the Participant’s ability to
participate in the Plan and receive the benefits intended by this award of RSUs.
MALAYSIA
No country-specific award terms apply.
SINGAPORE
No country-specific award terms apply.
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