XPERI INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
GLOBAL
2022 EQUITY INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Xperi Inc., a Delaware corporation (the “Company”), pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an award of performance-based restricted stock units (“RSUs”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for RSUs (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU 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 RSU Agreement.
Participant:
Employee ID:
Grant Date:
Vesting Commencement Date:
Total Number of RSUs:
Vesting Schedule: The Award shall vest as set forth on Exhibit B attached hereto.
Distribution Schedule: The RSUs shall be distributable as they vest pursuant to the Vesting Schedule in accordance with Section 2.1(c) of the RSU Agreement.
ELECTRONIC ACCEPTANCE OF AWARD:
By clicking on the “ACCEPT” box on the “Grant Acceptance: View/Accept Grant” Page, Participant agrees to be bound by the terms and conditions of the Plan, the RSU Agreement and this Grant Notice. Participant acknowledges that Participant has reviewed the RSU Agreement, the Plan and this Grant Notice in their entirety, each of which are posted on xxx.xxxxxx.xxx, and has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the RSU Agreement and the Plan, including the special provisions for Participant’s country of residence, if any, attached hereto as Exhibit C. Participant further acknowledges that Participant has been provided with a copy of the prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the RSU Agreement. Below are instructions on how to access the Plan and the prospectus:
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EXHIBIT A
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to the Performance-Based Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Performance-Based Restricted Stock Unit Award Agreement (this “RSU Agreement”) is attached, Xperi Inc., a Delaware corporation (the “Company”), has granted to Participant the number of RSUs under the Company’s 2022 Equity Incentive Plan (the “Plan”) as set forth in the Grant Notice.
GENERAL
RSU AWARD
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Notwithstanding the foregoing, and subject to applicable law, during any authorized leave of absence, the vesting of RSUs provided in the Vesting Schedule set forth in the Grant Notice shall be suspended (to the extent permitted under Section 409A) after the leave of absence exceeds a period of twelve (12) months and shall be extended by the length of the suspension. Vesting of the RSUs shall resume upon Participant’s termination of the leave of absence and return to service to the Company or any Parent or Subsidiary of the Company. An authorized leave of absence shall include sick leave, military leave or other bona fide leave of absence approved by the Company (or, if the Participant is an executive officer, by the Administrator).
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OTHER PROVISIONS
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Data Protection (European Union/European Economic Area/United Kingdom)
It shall be a term and condition of this Award that Participant acknowledges the collection, processing, use and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group for the purpose of implementing, administering and managing Participant’s participation in the Plan as part of Participant’s employment relationship and complying with the Company’s obligations relating to the Award. The Company Group holds and processes certain necessary personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested,
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unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Where applicable, Participant’s Data will be processed in accordance with an internal Privacy Notice provided by Participant’s employer. Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and standard of protection than in Participant’s country. The Company ensures that legal mechanisms of data transfer are in place for the processing and transferring of the Data. Participant may request a list with the names and addresses of all current recipients of the Data by contacting Participant’s local human resources representative. The Company Group and any other possible recipients may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. As permitted under applicable laws, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, request deletion of Data or exercise other privacy rights under applicable laws, in any case without cost, by contacting in writing Participant’s human resources representative. Participant’s refusal to provide any Data or, if applicable only, provide consent or withdrawal of consent or request for deletion of Data may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent or deletion of Participant’s Data, Participant may contact Participant’s human resources representative. This Section applies to Data held, used or disclosed in any medium.
Data Protection (Jurisdictions other than European Union/European Economic Area/United Kingdom)
It shall be a term and condition of this Award that Participant explicitly and unambiguously consent to the collection, use, processing and transfer, in electronic or other form, of Participant’s personal “Data” (as defined below) by and among, as applicable, the Company Group for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Company Group holds certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, e-mail address, date of birth, employee identification number, NRIC or passport number or equivalent, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Data will be transferred to such stock plan service providers as may be selected by the Company which are assisting the Company with the implementation, administration and management of the Plan. The recipients of the Data may be located in the United States of America or elsewhere and that the recipient’s country (e.g., the United States of America) may have different data privacy laws and protections than Participant’s country. To the extent legally applicable, the Company ensures that legal mechanisms of data transfer are in place for the processing and transferring of the Data. Participant may request a list with the names and addresses of all recipients of the Data by contacting Participant’s local human resources representative. The Company Group and any other possible recipients may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan. Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Company may also make the Data available to public authorities where required under locally applicable law. As permitted under applicable laws, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
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amendments to Data or refuse or withdraw the consents herein or request deletion of Data, in any case without cost, by contacting in writing Participant’s human resources representative. Participant’s refusal to provide consent or withdrawal of consent or request for deletion of Data may affect Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent or deletion of Participant’s Data, Participant may contact Participant’s human resources representative. This Section applies to Data held, used or disclosed in any medium.
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EXHIBIT B
TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE
VESTING SCHEDULE
Performance-Based Vesting:
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EXHIBIT C
TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE
This Exhibit C 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 RSU Agreement and the Plan and to the extent there are any inconsistencies between these terms and conditions and those set forth in the RSU Agreement and the Plan, as applicable, these terms and conditions shall prevail. Any capitalized term used in this Exhibit C without definition shall have the meaning ascribed to such term in the Plan or the RSU Agreement, as applicable.
Participant is advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in Participant’s country may apply to Participant’s individual situation.
ALL COUNTRIES
Xxxxxxx Xxxxxxx Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country of residence, Participant may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company xxxxxxx xxxxxxx policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant is advised to speak to Participant’s personal advisor on this matter.
Foreign Asset/Account and Tax Reporting Requirements; Exchange Controls. Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the vesting of the RSUs, the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of shares) from participant’s participation in the Plan and/or the opening and maintaining of a brokerage or bank account in connection with the Plan. Participant may be required to report such assets, accounts, account balances and values, any cross-border transactions, and/or related transactions to the applicable authorities in Participant’s country and Participant may be required to report any acquisition or sale of Shares and any taxable income attributable to the RSUs to the applicable tax authority or other authority in Participant’s country (including on Participant’s annual tax return, if applicable). Participant may also be required to repatriate sales proceeds or other funds received as a result of Participant’s participation in the Plan to Participant’s country through a designated bank or broker and/or within a certain period of time after receipt. Participant acknowledges that Participant is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting and other requirements and should consult Participant’s own personal tax and legal advisors, as applicable, on these matters.
AUSTRALIA
Securities Law Notice. The offer to Australian participants is made under Division 1A of Part 7.12 of the Corporations Act, 2001 (Cth).
Special Tax Provisions. Tax deferred treatment under Subdivision 83A-C of the Income Tax Assessment Act 1997 (Commonwealth of Australia) is intended to apply to those RSUs granted under the Plan, subject to the requirements of that Act.
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CANADA
Tax Withholding
Notwithstanding Section 2.2(b) of the RSU Agreement, Participant may satisfy any Tax Withholding Liability through alternate arrangements satisfactory to the Company prior to the arising of the Tax Withholding Liability, otherwise such Tax Withholding Liability shall be satisfied as set forth in Section 2.2(b).
Cessation as a Service Provider
The following provision supplements Section 2.1(b) of the RSU Agreement:
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s cessation as a Service Provider shall be deemed to be effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting.
Securities Law Information.
For the purposes of compliance with National Instrument 45-106 Prospectus Exemptions, the prospectus requirement does not apply to a distribution by an issuer in a security of its own issue with an employee, executive officer, director or consultant of the issuer or a related entity of the issuer, provided the distribution is voluntary.
Shares acquired under the Plan are subject to certain restrictions on resale imposed by Canadian provincial and territorial securities laws, as applicable. Notwithstanding any other provision of the Plan to the contrary, any transfer or resale of any Shares acquired by Participant pursuant to the Plan must be in accordance with the resale rules under applicable Canadian provincial and territorial securities laws, including (a) National Instrument 45-102 Resale of Securities (“45-102”), if Participant is a resident in the Province of British Columbia; and (b) Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta (“72-501”), if Participant is a resident in the Province of Alberta. In British Columbia, the prospectus requirement does not apply to the first trade of Shares issued in connection with the RSUs, provided the conditions set forth in section 2.14 of 45-102 are satisfied. In Alberta, the prospectus requirement does not apply to the first trade of Shares issued in connection with the RSUs, provided the conditions set forth in Section 2.10 of 72-501 are satisfied. The Shares acquired under the Plan may not be transferred or sold in Canada or to a Canadian resident other than in accordance with applicable provincial or territorial securities laws. Participant is advised to consult Participant’s legal advisor prior to any resale of shares.
Data Protection. Section 3.10 of the Agreement is amended to add the following to the end of Section 3.10: In connection therewith, it is possible that personal data may be disclosed to governments, courts or law enforcement or regulatory agencies in that other country in accordance with the laws of that country.
CHINA
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Settlement of RSUs and Sale of Shares. The following provisions supplement Sections 2.1(c) and 2.2 of the RSU Agreement and supersede such provisions to the extent inconsistent with the following:
Notwithstanding Section 2.1(c) of the RSU Agreement, the Company may settle vested RSUs in cash in an amount equal to the Fair Market Value of one Share for each vested RSU, as determined by the Administrator, in which case Participant shall have no right to any Shares under the RSUs. Any such cash payment shall be made by Participant’s local employer, less any or all income tax, social insurance, payroll tax, payment on account or other Tax-Related Items related to Participant’s participation in the Plan.
If the Administrator settles vested RSUs in the form of Shares, such settlement will be conditioned upon the Company securing all necessary approvals from the China State Administration of Foreign Exchange (“SAFE”) and the requirements of such approval. Participant understands that Participant may be required to sell such Shares immediately upon vesting or within a specified period following termination of employment and will be required to hold such Shares with the Company’s designated brokerage firm until the Shares are sold. Further, Participant understands that Participant may be required to immediately repatriate to China proceeds from the sale of any Shares acquired under the Plan (and any dividends) and there may be delays in distributing the funds to Participant due to exchange control requirements in China. Participant understands that the Company is authorized to instruct its designated broker to assist with any mandatory sale of such Shares (on Participant’s behalf pursuant to this authorization) and Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. Participant acknowledges that the Company’s designated broker will be under no obligation to arrange for the sale of the Shares at any particular price. The remittance, conversion and payment of the proceeds shall be made in accordance with the procedures adopted by the Company in order to comply with SAFE regulations and accordingly, may be subject to change from time to time. If the proceeds are paid in local currency, Participant acknowledges that the Company will be under no obligation to secure any particular exchange conversion rate. Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the net proceeds are distributed to Participant. Participant further agrees to comply with all requirements that may be imposed by the Company in the future with respect to the RSUs and issuance of Shares to facilitate compliance with applicable law and regulations in China.
FRANCE
Consent to Receive Information in English. By accepting the RSU Agreement providing for the terms and conditions of Participant’s Award, Participant confirms having read and understood the documents relating to this Award (the Plan and this RSU Agreement) which were provided in English language. Participant accepts the terms of those documents accordingly.
En acceptant le Contrat d’Attribution décrivant les termes et conditions de l’attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S. et ce Contrat d’Attribution) qui ont été communiqués en langue anglaise. Le Participant accepte les termes en connaissance de cause.
Securities Laws. The Plan and this RSU Agreement do not require a prospectus to be submitted for approval to the French Financial Market Authority (the “Autorité des marchés financiers”). Participants may take part in the Plan solely for Participant’s own account, as provided in the French Monetary and Financial Code. The financial instruments purchased under the Plan cannot be distributed
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directly or indirectly to the public otherwise than in accordance with the French Monetary and Financial Code.
Tax Consequences. RSUs subject to this RSU Agreement are not intended to qualify for favorable tax and social security regime under French law.
GERMANY
No disclosure required.
HONG KONG
Sale of Shares. In the event the RSUs vest within six (6) months of the Grant Date, Participant agrees not to sell any Shares acquired upon vesting of the RSUs prior to the six-month anniversary of the Grant Date.
Securities Warning. The grant of the RSUs and the issuance of Shares upon vesting do not constitute a public offer of securities under Hong Kong law and are available only to eligible Service Providers. The Plan, this RSU Agreement, and other incidental communication materials that Participant may receive have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under applicable securities laws in Hong Kong. Participant understands that such documents are intended only for the personal use of each Participant and may not be distributed to any other person. Furthermore, none of the documents relating to the Plan have been reviewed by any regulatory authority in Hong Kong. Participant is advised to exercise caution in relation to the offer. If a Participant is in any doubt about any of the contents of the Plan, this RSU Agreement, any enrollment forms and other communication materials, Participant should obtain independent professional advice.
Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
INDIA
Exchange Control Information. Participant must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of Shares, dividends) to India within the stipulated period. Participant should consult Participant’s own advisor with respect to such requirements. Participant also may be required to retain evidence of such repatriation.
Notification Regarding Valuation of Shares for Tax Purposes. Current tax laws in India require that the value of the Shares be determined by a category 1 merchant banker registered with the Securities and Exchange Board of India. This value, which the employer will use for purposes of determining the appropriate amount of tax to withhold upon vesting of the RSU (or upon any other applicable taxable event), may differ from the market value of the Shares indicated on reports provided to Participant by the Company’s designated brokerage firm and/or the fair market value of the Shares determined under the Plan definition. Participant should consult with Participant’s personal tax advisor regarding the valuation of the Shares and the taxation of the RSU.
IRELAND
Director Notification Information. Directors, shadow directors and secretaries of an Irish affiliate must notify such affiliate in writing within a specified period of time following (i) receiving or disposing
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of an interest in the Company (e.g., the RSUs, Shares, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director or secretary if such an interest exists at the time, in each case if the interest represents more than 1% of the Company. This notification requirement also applies with respect to the interests of any spouse or children under the age of 18 of the director, shadow director or secretary (whose interests will be attributed to the director, shadow director or secretary). Participant should consult with Participant’s personal legal advisor as to whether or not this notification requirement applies.
Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Award under the Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or (b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, the implied duty of trust and confidence is expressly excluded.
ITALY
Plan Document Acknowledgment. In accepting the grant of RSUs, Participant acknowledges that Participant has received a copy of the Plan and the RSU Agreement and has reviewed the Plan and the RSU Agreement in their entirety and fully understands and accepts all provisions of the Plan and the RSU Agreement. Participant further acknowledges that Participant has read and specifically and expressly approves the following sections of the RSU Agreement: Section 2.1(b) (Vesting), Section 2.2 (Tax Indemnity), Section 2.3 (Conditions to Issuance of Certificates), Article III (Other Provisions), and Exhibit B (Vesting Schedule).
Securities Laws. The offer and settlement of the RSUs do not require a prospectus to be submitted for approval to the Italian Securities and Exchange Commission (the “Commissione Nazionale per le Società e la Borsa” or “CONSOB”).
JAPAN
No Registration. An award of RSUs representing a right to receive a number of Shares under the Plan will be offered in Japan by a private placement to small number of subscribers, as provided under Article 23-13, Paragraph 4 of the Financial Instruments and Exchange Law of Japan (“FIEL”), and accordingly, the filing of a securities registration statement pursuant to Article 4, Paragraph 1 of the FIEL has not been made, and such Award may not be assigned or transferred by Participant.
MEXICO
Acknowledgment of the Agreement. By participating in the Plan, Participant acknowledges that Participant has received a copy of the Plan, has reviewed the Plan in its entirety and fully understands and accepts all provisions of the Plan. Participant further acknowledges that Participant has read and expressly approves the terms and conditions set forth in the RSU Agreement, in which the following is clearly described and established: (a) Participant’s participation in the Plan does not constitute an acquired right; (b) the Plan and Participant’s participation in the Plan are offered by the Company on a wholly discretionary basis; (c) Participant’s participation in the Plan is voluntary; (d) the Company and its Subsidiaries are not responsible for any decrease in the value of the underlying shares; and (e) the Plan is not to be deemed as an employment benefit granted by the employer, but rather a commercial one granted by the Company for which Participant does not render personal subordinated services.
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Reconocimiento del Contrato. Al participar en el Plan, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende y acepta en su totalidad, todas y cada una de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente los términos y condiciones señalados en el párrafo titulado “RSU Agreement,” en lo que claramente se describe y establece lo siguiente: (a) su participación en el Plan no constituye un derecho adquirido; (b) el Plan y su participación en el Plan son ofrecidos por la Compañía sobre una base completamente discrecional; (c) su participación en el Plan es voluntaria; (d) la Compañía y sus Afiliadas no son responsables de ninguna por la disminución en el valor de las Acciones subyacentes; y (e) este Plan no debe considerarse como una prestación laboral otorgada por el patrón, sino como un beneficio commercial otorgado por la Compañía, para la cual usted no desempeña servicio personal subordinado alguno.
Labor Law Policy and Acknowledgment. By participating in the Plan, Participant expressly recognizes that Xperi Inc., with registered offices at 0000 Xxxx Xx., Xxx Xxxx, Xxxxxxxxxx 00000, XXX, is solely responsible for the administration of the Plan and that Participant’s participation in the Plan and acquisition of shares does not constitute an employment relationship between Participant and the Company since Participant is participating in the Plan on a wholly commercial basis and Participant’s sole employer is iBiquity Digital, S. de X.X. de C.V., located at Col. Florida, C.P., Insurgentes Sur 1898, Mexico City Mexico 1020, Mexico (“Xperi Mexico”). Based on the foregoing, Participant expressly recognizes that the Plan and the benefits that Participant may derive from participation in the Plan do not establish any rights between Participant and Participant’s employer, Xperi Mexico, and do not form part of the employment conditions and/or benefits provided by Xperi Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of Participant’s employment.
Participant further understands that Participant’s participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue Participant’s participation at any time without any liability to Participant.
Finally, Participant hereby declares that Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Participant therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Política de Legislación Laboral y Reconocimiento. Al participar en el Plan, usted reconoce expresamente que Xperi Inc., con oficinas registradas en 0000 Xxxx Xx., Xxx Xxxx, Xxxxxxxxxx 00000, Xxxxxxx Xxxxxx de América, es la única responsable por la administración del Plan, y que su participación en el Plan, así como la adquisición de las Acciones, no constituye una relación laboral entre usted y la Compañía, debido a que usted participa en el plan sobre una base completamente mercantil y su único patrón es iBiquity Digital, S. de X.X. de C.V., ubicado en Col. Florida, C.P., Insurgentes Sur 1898, Mexico City Mexico 1020, Mexico (“Xperi Mexico”). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera obtener por su participación en el Plan, no establecen derecho alguno entre usted y su patrón, Xperi Mexico, y no xxxxxx parte de las condiciones y/o prestaciones laborales por Xperi Mexico ofrece, y que las modificaciones al Plan o su terminación, no constituirán un cambio ni afectarán los términos y condiciones de su relación laboral.
Asimismo usted entiende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier momento, sin que usted incurra en responsabilidad alguna.
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Finalmente, usted declara que no se reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía, por concepto de compensación x xxxxx relacionados con cualquier disposición del Plan o de los beneficios derivados del Plan, y por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, con respecto a cualquier reclamación que pudiera surgir.
NORWAY
No disclosure required.
POLAND
No disclosure required.
REPUBLIC OF KOREA
No disclosure required.
ROMANIA
No disclosure required.
SINGAPORE
Securities Law Information. The award of RSUs representing a right to receive a number of Shares pursuant to the Plan is being made in reliance of Section 273(1)(f) of the Securities and Futures Act (Cap. 289 of Singapore) (“SFA”) for which it is exempt from the prospectus requirements under the SFA.
Director / CEO Notification Obligation. If Participant is a director or chief executive officer (as applicable) of a company incorporated in Singapore which is related to the Company (“Singapore Company”), Participant is subject to certain disclosure/notification requirements under the Companies Act of Singapore. Among these requirements is an obligation to notify the Singapore Company in writing when Participant acquires an interest (such as shares, debentures, participatory interests, rights, options and contracts) in the Company (e.g., the RSUs, the Shares or any other award). In addition, Participant must notify the Singapore Company when Participant disposes of such interest in the Company (including when Participant sells Shares issued upon vesting and settlement of the Award). These notifications must be made within two days of acquiring or disposing of any such interest in the Company. In addition, a notification of Participant’s interests in the Company must be made within two (2) business days of becoming a director or chief executive officer (as applicable). Participant should consult with Participant’s own adviser to determine Participant’s disclosure/notification obligations, if any.
SWEDEN
No disclosure required.
TAIWAN
Securities Laws. Participant fully understands that the offer of the RSUs has not been and will not be registered with or approved by the Financial Supervisory Commission of the Republic of China pursuant to relevant securities laws and regulations and the RSUs may not be offered or sold within the Republic of
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China through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Law of the Republic of China that requires a registration or approval of the Financial Supervisory Commission of the Republic of China.
UNITED KINGDOM
Eligible Participants. Notwithstanding anything to the contrary in the Plan or this RSU Agreement, in the United Kingdom only Employees of the Company or any Parent or Subsidiaries are eligible to be granted RSUs. Other persons who are not Employees are not eligible to receive RSUs in the United Kingdom. This RSU Agreement forms the rules of the employee share scheme applicable to, amongst others, the United Kingdom-based Employees of the Company and any Parent or Subsidiaries. All Awards granted to Employees of the Company or any Parent or Subsidiaries who are based in the United Kingdom will be granted on similar terms.
Termination of Service. Participant has no right to compensation or damages on account of any loss in respect of an Award under the Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of Participant’s office or employment; or (b) notice to terminate Participant’s office or employment. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages are claimed. For the purpose of the Plan, the implied duty of trust and confidence is expressly excluded.
Special Tax Provisions. At the discretion of the Company, the RSUs will not vest until Participant has entered into an election with the Company (or such other member of the Company Group that is Participant’s employer) (as appropriate) in a form approved by the Company and Her Majesty’s Revenue & Customs (a “Joint Election”) under which any liability of the Company Group for the employer’s National Insurance contributions arising in respect of the vesting or settlement of the RSUs, the disposal of any Shares issued pursuant to the settlement of the RSUs or otherwise pursuant to this RSU Agreement is transferred to and met by Participant.
As a condition to the issuance of Shares under the RSUs, Participant further unconditionally and irrevocably agrees, if so required by the Company, to enter into a joint election within Section 431 of (UK) Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Section 423 and 424 of ITEPA).
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