RESTRICTED STOCK UNIT AWARD
1
Exhibit 10.3
GENERAL XXXXX, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
NUMBER OF UNITS
AWARD ED:
EXPIRATION
DATE OF RESTRICTED
PERIOD:
This Award is made under the General Xxxxx, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the
terms and
conditions contained in
the Plan document and
this Restricted Stock
Unit Award Agreement
(“Agreement”). The Participant: (i)
acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents
that
the Participant has carefully read and is
familiar with the provisions of this Agreement
and the Plan, and (iii)
hereby accepts the Restricted Stock
Units subject to all of the terms and conditions
set forth herein, and in
the Plan. If
the Participant does
not wish to receive the Restricted
Stock Units and/or does not consent
and agree to the terms
and conditions on which the Restricted Stock Units are offered, as
set forth in this Agreement and the Plan, then the
Participant
must reject this Award
via the website of
the Company’s designated
broker, no later than
60 days
following the
Grant Date. If the
Participant rejects this
Award, this Award will
immediately be forfeited and
cancelled. The
Participant’s failure to reject
this Award within this 60
day period will constitute the Participant’s
acceptance of this Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS
AWARD, dated on the above Grant Date, is made by General Xxxxx, Inc., and made
to the person named above (the
"Participant" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award of
Units
. Each unit awarded
represents the right to receive one
share of the Company common stock, par value
USD 0.10 per share (“Stock”).
The units granted pursuant to this Agreement are
referred to as the “Restricted Stock Units”.
Except as otherwise defined herein, capitalized terms shall have the same meanings
ascribed to them under the Plan.
2.
Vesting/Payment of Restricted Stock Units;
Forfeiture.
(a)
Vesting/Payment
Schedule
.
Restricted Stock Units shall vest in
tranches , each
tranche having its own 12
month vesting period
occurring consecutively, starting on the
Grant Date. Vested units in a
tranche shall be
paid on the respective Scheduled
Vesting Date, subject to the terms of this Agreement and the Plan.
Tranche
Number of Units
Scheduled
Vesting
Date
(b)
Forfeiture
of Restricted Stock Units
. The Participant acknowledges that the Restricted
Stock Units awarded
hereunder are
subject to forfeiture if
the Participant’s employment with
the Company or any subsidiary or
affiliated companies (the “Company”) terminates under
certain circumstances before the respective Scheduled
Vesting Dates, as herein
provided.
(i)
Resignation
or Termination for
Cause.
terminated by either (i) resignation, or (ii) a discharge due
to Participant’s illegal activities, poor work
performance, misconduct or
violation of the Company’s Code of Conduct, policies or practices, then
these Restricted Stock Units, to the extent they
are not previously vested as of the Termination Date,
shall for no consideration be cancelled and forfeited. For the avoidance of doubt,
“Termination Date”
2
for purposes of
this Award will be deemed
to occur as of the date
Participant is no longer actively
providing services as an employee, unless
otherwise determined by the Company in its sole discretion,
and no
vesting shall continue
during any notice
period that may be
specified under contract or
applicable law with respect to
such termination, including any “garden leave” or similar period,
except
as may otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination.
at
the initiation of
the Company for any reason
other than specified in Plan Section
11 (
Change
in
Control
),
or (i), (iv)
or (v) in
this section 2, and
only upon
the execution (without
revoking) of an
effective general
legal release and such
other documents as are
satisfactory to the
Company, the
following rules shall apply:
a)
In the event that at
the Termination Date, the sum of the Participant’s age and years of
service
with the Company equals or exceeds 70, all Restricted Stock
Units not previously vested shall
become
vested and be paid based on each
tranche on the respective Scheduled Vesting Dates
otherwise applicable to each
tranche.
b)
In the event that at
the Termination Date, the sum of the Participant’s age and years of
service
with the Company
is less than 70, the unvested
Restricted Stock Units that are in
the tranche
with a
Scheduled Vesting Date
within 12 months of
the Termination Date
shall vest, in an
amount equal to
the pro-rata amount based on employment
completed during the relevant 12
month tranche vesting period. All other unvested Restricted Stock Units shall be
forfeited as of
the Termination Date.
All Restricted Stock Units that vest
under this paragraph shall be paid
on the respective Scheduled Vesting Date otherwise applicable to such
tranche.
(iii)
Death
. If a Participant
dies while employed by the Company
during any applicable vesting period,
this Award shall become fully vested, effective as of the date of death, and shall
be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately
designated.
(iv)
Retirement.
and
completion of at least five (5)
years of service with
the Company, all Restricted Stock
Units in
unvested tranches
shall vest and be
paid on each
tranche’s respective Scheduled
Vesting Date.
Notwithstanding the above, the terms of this paragraph shall not apply to a Participant who, prior to a
Change of Control, is terminated for
cause as described in (b)(i) above; said Participant shall
be treated
as provided in (b)(i) above.
(v)
Spin-offs and
Other Divestitures.
transfer, or spin-off of
a line of business or other activity of the Company, the Committee, in
its sole
discretion, shall determine
the conversion, vesting, or other treatment of these Awards. Such treatment
shall be
consistent with Code Section
409A, and in particular
will take into account
whether a
separation from service has occurred within the meaning of Code
Section 409A.
3.
Dividend Equivalents.
For Restricted
Stock Units awarded
xxxxxxxxx, any dividends
or other distributions declared
payable on the
Company’s Stock on or after the
Grant Date until the Award is
settled and/or forfeited shall be credited
notionally to the Participant in an amount equal to such declared dividends or other distributions on an equivalent number
of shares of Stock (“Dividend Equivalents”). Dividend Equivalents so
credited shall be paid if, and only to the extent, the
underlying
Restricted Stock Units to which they relate become
unrestricted and vest, as provided under the terms
of the
Plan and this
Agreement. Dividend Equivalents credited in respect to Restricted Stock Units
that are forfeited under the
terms
of the Plan and this
document, are correspondingly forfeited. No
interest or other earnings shall
be credited on
Dividend
Equivalents. Vested Dividend Equivalents shall be
paid in cash at the same time as the
underlying Restricted
Stock Units to which they relate.
4.
Settlement of Restricted
Stock Units.
event later than 30 days
after the date the Restricted Stock Units vest, except
where such settlement following a Section
409A Separation from Service requires a six-month delay. The Company will provide for settlement in the form of shares
of Stock. Awards subject
to proper deferral elections shall be
deferred into the General
Xxxxx Deferred Compensation
Plan.
3
5.
Non-Transferability
.
The Restricted Stock
Units may not be
sold, assigned, pledged,
exchanged, hypothecated,
encumbered,
disposed of, or otherwise transferred, unless
otherwise provided in the Plan or this
Agreement. Upon any
attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the
Restricted Stock Units or of such rights contrary
to the provisions hereof or in the Plan, the Restricted Stock Units and such
rights shall immediately become null and void.
6.
Withholding
of Tax
. The Participant
acknowledges that, regardless of any action taken by the Company or,
if different,
the
subsidiary or affiliated company that employs
the Participant (the “Employer”), the ultimate
liability for all income
tax, social contributions, payroll tax,
fringe benefits tax, payment on account, hypothetical tax or
other tax-related items
related to
the Participant’s participation in the Plan
and legally applicable to the Participant or deemed
by the Company
or the Employer in their discretion
to be an appropriate charge to the Participant even if legally applicable to the Company
or the Employer (“Tax-Related Items”), is and
remains the Participant’s responsibility and may exceed the amount
actually
withheld by
the Company or the Employer, if
any. The Participant further acknowledges
that the Company and/or the
Employer (a) make
no representations or undertakings regarding
the treatment of any Tax -Related
Items in connection
with any aspect
of the Restricted Stock Units, including, but not limited to, the grant,
vesting, the subsequent sale of shares
of Stock acquired pursuant to
such vesting and the receipt of
any dividends, or dividend equivalents; and (b) do
not commit
to and are
under no obligation to structure the terms of the grant or any
aspect of the Restricted Stock Units to reduce or
eliminate the Participant’s liability for Tax -Related Items or achieve any
particular tax result. Further, if the Participant is
subject to Tax-Related Items in more than one
jurisdiction between the Grant Date and the date of any relevant taxable or
tax withholding
event, as applicable,
the Participant acknowledges
that the Company and/or
the Employer (or former
employer, as applicable) may be required to withhold or account for
Tax -Related Items in more than one jurisdiction.
Prior to the relevant taxable or
tax withholding event, as applicable, the Participant agrees to make adequate arrangements
satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In
this regard, unless otherwise approved
by the Committee, the Company shall satisfy the obligations with regard to all
Tax-Related Items by one or a combination
of the
following: (i) withholding from
the Participant’s wages or other cash
compensation paid to the Participant by the
Company and/or the Employer; (ii) withholding from the shares of Stock to be
delivered upon settlement of the Restricted
Stock Units or other awards granted
to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of Stock.
Depending on
the withholding method,
the Company may withhold
or account for
Tax-Related Items by considering
applicable statutory withholding
rates (as determined by
the Company in good faith
and in its sole discretion) or other
applicable withholding rates, including
maximum applicable rates, in which case the Participant will
receive a refund of
any over-withheld amount and will have no
entitlement to the share equivalent. If the obligation for Tax -Related Items is
satisfied by
withholding from the
shares of Stock to
be delivered upon vesting
of the Restricted
Stock Units, for tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to
the Restricted Stock
Units,
notwithstanding that a number of shares of
Stock are held back solely for the
purpose of paying the Ta x-Related
Items. The Participant
will have no further rights with
respect to any shares of Stock
that are retained by the Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to
withhold or account for as a result of the Participant’s
participation in the Plan that cannot
be satisfied by the means previously
described. The Company may refuse to issue or deliver shares of Stock or
proceeds
from the sale of
shares of Stock until arrangements satisfactory to the
Company have been made in connection with the
Tax-Related Items.
7.
Restrictive Covenants; Confidential
Information
. The Participant
agrees to cooperate with the Company
in any way
needed in order to comply with, or fulfill the terms of the Plan and
this Award document. As a term and condition of this
Award, Participant agrees to the following
terms:
a.
I agree to
use General Xxxxx Confidential Information only as needed in the performance
of my duties,
to hold
and protect such
information as confidential
to the Company, and
not to engage in
any
unauthorized use
or disclosure of such
information for so
long as such
information qualifies as
Confidential Information.
I agree that after
my employment with the
Company terminates for any
reason, including
“retirement” as that term is
used in the Plan, I will
not use or
disclose, directly or
indirectly, Company
Confidential Information or trade secrets for any
purpose, unless I get the prior
written consent of my manager to do
so.
This document does
not prevent me from filing a
complaint with a government agency (including the
Securities and
Exchange Commission, Department
of Justice, Equal
Employment Opportunity
Commission
and others) or from participating in
an agency proceeding. This document also
does not
prevent me
from providing an
agency with information,
including this document,
unless such
4
information is
legally protected from
disclosure to third
parties. I do not
need prior company
authorization to take these actions, nor must I notify the company I have done so.
Also, as provided in 18
U.S.C. 1833(b), I cannot be held criminally or
civilly liable under any federal
or state trade
secret law for making a
trade secret disclosure: (A) in confidence
to a federal, state, or
local government
official, either directly
or indirectly, or to
an attorney, solely
for the purpose of
reporting or investigating a suspected violation of law; or (B) in a complaint or
other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General Xxxxx
Confidential Information means
any non-public information
I create, receive, use
or
observe in
the performance of my
job at General Xxxxx,
including trade secrets.
Examples of
Confidential Information include marketing, merchandising,
business plans, business methods, pricing,
purchasing, licensing,
contracts, employee, supplier
or customer information,
financial data,
technological
developments, manufacturing processes and specifications, product formulas,
ingredient
specifications, software code,
and all other proprietary information
which is not publicly available to
others.
Prior to
leaving the Company, I agree to return all
materials in my possession containing Confidential
Information, as well as all
other documents and other tangible items provided to me
by General Xxxxx,
or developed by me in connection with my employment with the
Company.
b.
[
This
Section 7.b. does not apply to Colorado and Minnesota-based
employees.
] I agree that for one year
after I leave the Company, including retiring from the
Company, I will not work on any product, brand
category, process,
or service: (A) on
which I worked, or
about which I had
access to Confidential
Information, in
the year immediately
preceding my termination
(including retirement) from General
Xxxxx, and
(B) which competes with
General Xxxxx products,
brand categories, processes,
or related
services.
c.
I agree that for one
year after I leave General Xxxxx, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
d.
I agree that after
I leave General Xxxxx, including retiring from the Company, I will
indefinitely refrain
from using
Company client or
contact lists, and for
two years I will
refrain from soliciting the
Company’s customers.
A breach of
the obligations set forth in this
paragraph may result in the rescission
of the Award, termination and
forfeiture of any unvested Units, and/or required payment to the Company of all
or a portion of any monetary gains
acquired by the
Participant as a result of the
Award, unless the Award vested
and was settled more than four (4)
years prior to the
breach. The foregoing remedies are in addition to, and
not in lieu of injunctive relief and/or any
other legal or equitable remedies available under applicable law.
8.
Nature
of Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and
agrees that:
(a)
the Plan is established
voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or
terminated by the Company, in
its sole discretion, at any time
(subject to any
limitations set forth in the Plan);
(b)
the grant
of the Restricted Stock Units is 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,
even if restricted stock units or other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the Participant’s
participation in the Plan is voluntary;
(e)
the
Restricted Stock Units
and the Participant’s
participation in the
Plan shall not create
a right to
employment or
be interpreted as
forming an employment
contract with the
Company or any of
its
Subsidiaries or
affiliated companies and
shall not interfere
with the ability of
the Company or the
Employer, as
applicable, to terminate the Participant’s employment
relationship (as otherwise may be
permitted under local law);
5
(f)
unless otherwise agreed
with the Company, the Restricted Stock Units and any shares of Stock acquired
upon
vesting of the Restricted Stock Units, and the income from and value
of same, are not granted as
consideration for, or
in connection with, any service the
Participant may provide as a director
of any
subsidiary or affiliate of the Company;
(g)
the Restricted Stock
Units and any shares of Stock acquired under the Plan and the income and value of
same, are
not part of normal
or expected compensation
for purposes of
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, the Employer
or any subsidiary or affiliate of the Company;
(h)
the future
value of the shares of Stock underlying
the Restricted Stock Units is unknown, indeterminable,
and cannot be predicted with
certainty;
(i)
upon vesting
of the Restricted Stock Units, the value of such shares of Stock
may increase or decrease
in
value;
(j)
no claim
or entitlement to compensation or damages shall arise from
forfeiture of the Restricted Stock
Units resulting
from termination of the
Participant’s employment (for
any reason whatsoever and
whether or not in breach of local
labor laws or later found invalid) and, in consideration of the Restricted
Stock Units, the Participant agrees not to institute any claim against the Company
or the Employer;
(k)
the Restricted Stock
Units and the rights evidenced by this Agreement do not create any entitlement not
otherwise specifically
provided for in the
Plan to have the
Restricted Stock Units
transferred to, or
assumed by, another
company, nor to be exchanged, cashed
out or substituted for, in
connection with
any corporate transaction affecting the shares of Stock; and
(l)
neither
the Company nor any of its Subsidiaries
or affiliated companies shall be liable for
any foreign
exchange
rate fluctuation between the Participant’s local
currency and the U.S. dollar that
may affect
the value of the
Restricted Stock Units or any amounts due to the Participant pursuant to the
vesting of
the Restricted Stock
Units or the subsequent sale of
any shares of Stock acquired upon
vesting of the
Restricted Stock
Units.
9.
Data
Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to
review the information
provided in this
Section 9 and, where applicable, declare the Participant’s consent to the
processing of personal data by
the Company and the third
parties stated below.
If the Participant
is based in the European Union (“EU”), European Economic Area (“EEA”) or United Kingdom, please
note that
General Xxxxx, Inc. with
registered address at One
General Xxxxx Boulevard, Minneapolis, MN
55426 -1347,
U.S.A., is
the controller responsible for the processing of the Participant’s personal data in
connection with the Agreement
and the Plan.
(a)
Data
Collection and Usage. The Company collects,
processes, uses and transfers
certain personally-
identifiable
information about the Participant, specifically, the
Participant’s name, home address and
telephone
number, email address,
date of birth, social
insurance, passport number
or other
identification
number, salary, nationality,
job title, any shares
of Stock or
directorships held in the
Company or
any affiliated company,
details of
all Restricted Stock Units
or any other entitlement to
shares of
Stock awarded, canceled,
exercised, settled, vested,
unvested or outstanding
in the
Participant’s
favor, which the Company
receives from the Participant or
the Employer (the “Data”).
The
Company collects, processes
and uses the Data
for the purposes of
performing its contractual
obligations
under this Agreement,
implementing, administering and
managing the Participant’s
participation in the Plan and facilitating compliance with
applicable tax and securities
law.
If the Participant is
based in the EU, EEA or United Kingdom, the legal basis for the processing of
the
Data by
the Company is the
necessity of the
processing for the
Company to perform its
contractual
obligations
under this Agreement and
the Plan and the
Company’s legitimate business
interests of
managing
the Plan, administering
employee equity awards
and complying with its
contractual and
statutory
obligations.
6
If the Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’s consent as further
described below.
(b)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial
Corporate
Services, Inc. (including
its affiliated companies),
an independent service
provider which
assists
the Company with the implementation, administration and management of
the Plan. In the future,
the Company may select
a different service provider, which
will in a similar manner, share
Data with
such service
provider. The Company’s service provider will maintain an account for
the Participant to
administer
the Restricted Stock Units.
The processing of Data will
take place through both electronic
and non-electronic means.
Data will only be accessible by
those individuals requiring access to it for
purposes of implementing, administering and operating the Plan.
(c)
International
Data Transfers. The Company and its service providers are based in the United States and
India.
The Participant’s country or jurisdiction
may have different data privacy laws
and protections
than
the United States and India. An appropriate
level of protection can be achieved by implementing
safeguards such as the Standard Contractual Clauses adopted
by the EU Commission.
If the Participant is based in any
other jurisdiction, the Data will be transferred from the Participant’s
jurisdiction to the Company and onward from the Company to
any of its service providers based on the
Participant’s consent, as further described
below.
(d)
Data
Retention. The Company will use the Data only as long as necessary to implement, administer and
manage
the Participant’s participation in the
Plan, or as required to
comply with legal or regulatory
obligations,
including tax and
securities laws. When
the Company no longer
needs the Data, the
Company will remove it from its systems. If the Company keeps
data longer, it would be to satisfy legal
or
regulatory obligations and the Company’s legal basis
would be relevant laws or regulations (if the
Participant is
in the EU, EEA or United
Kingdom) or the Participant’s consent
(if the Participant is
outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The
Participant may have a
number of rights under
data privacy laws in
the
Participant’s jurisdiction. Subject to the
conditions set out in the applicable law
and depending on where
the Participant is based, such rights
may include the right to (i) request access to, or copies of, the Data
processed by the Company, (ii) rectification of incorrect Data,
(iii) deletion of Data, (iv) restrictions on
the
processing of Data, (v) object to
the processing of Data for
legitimate interests, (vi) portability of
Data, (vii) lodge complaints with competent authorities in the
Participant’s jurisdiction, and/or to (viii)
receive a
list with the names and addresses of any potential recipients of Data.
To receive clarification
regarding
these rights or to exercise these rights, the Participant can contact HR Direct.
(f)
Necessary
Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
for the performance of
the Agreement and that the
Participant’s refusal to provide
the Data
would make it
impossible for the Company
to perform its
contractual obligations and may
affect the Participant’s ability to participate in the
Plan.
(g)
Declaration
of Consent (if the Participant is outside the EU, EEA and
United Kingdom). The Participant
hereby unambiguously
consents to the collection, use and
transfer, in electronic or other form,
of the
Data, as described above and in any other grant
materials, by and among, as applicable, the Employer,
the
Company and any affiliated company for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the
Plan. The Participant understands that the Participant
may, at
any time, refuse or withdraw the
consents herein, in any case
without cost, by contacting HR
Direct.
If the Participant
does not consent or
later seeks to revoke
the Participant’s consent, the
Participant’s
employment status or
service with the
Employer will not be
affected; the Participant’s
consequence of refusing
or withdrawing consent is that the
Company would not be able to
award the
Participant
Restricted Stock Units
or any other equity
award to the
Participant or administer or
maintain such
awards. Therefore, the
Participant understands that refusing or
withdrawing consent
may affect
the Participant’s ability to participate in the
Plan. For more information on the consequences
of refusal to consent or withdrawal of consent, the
Participant should contact HR Direct.
10.
Clawback
. This
Award is specifically made subject to the Company’s Executive Compensation Clawback Policy.
11.
Xxxxxxx
Xxxxxxx; Market Abuse Laws
. By participating in the Plan,
the Participant agrees to comply with the Company’s
policy on xxxxxxx xxxxxxx
(to the extent that it is applicable to the
Participant), the Participant further acknowledges that,
7
depending on
the Participant’s or
his or her
broker’s country of residence or
where the
shares of Stock are
listed, the
Participant may be subject to xxxxxxx xxxxxxx restrictions and/or
market abuse laws that may affect the Participant’s ability
to
accept, acquire, sell or otherwise dispose
of shares of Stock, rights to
shares of Stock (e.g., restricted stock
units) or
rights linked to the
value of shares of Stock, during such times the Participant is considered to
have “inside information”
regarding the
Company as defined by the laws or regulations in the
Participant’s country. Local xxxxxxx xxxxxxx laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside
information to any third party
(other than on a
“need to know” basis) and (ii) “tipping” third parties or causing
them otherwise to buy or sell securities.
The Participant understands
that third parties include fellow employees.
Any restriction 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. The Participant acknowledges that
it is the Participant’s responsibility to comply with any applicable
restrictions,
and that the Participant should therefore consult the
Participant’s personal advisor on this matter.
12.
Electronic
Delivery
. The Participant agrees, to the fullest extent permitted
by law, in lieu of receiving documents in paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver in
connection with this
grant and any other
grants offered by the
Company, including prospectuses, grant
notifications, account
statements, annual or
quarterly reports, and
other communications. Electronic
delivery of a
document may
be made via the
Company’s email system
or by reference to
a location on the
Company’s intranet or
website or a website of
the Company’s agent administering the
Plan. By accepting this grant, whether
electronically or
otherwise,
the Participant hereby consents to participate in the
Plan through such system, intranet, or website, including
but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.
13.
English
Language
. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Agreement
and the
Plan and all other
documents, notices and
legal proceedings entered
into, given or
instituted pursuant to the
Restricted Stock
Units be drawn up
in English. To the
extent the Participant
has been provided with
a copy of this
Agreement, the Plan, or any other documents relating to
this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific Addendum to this Agreement
(the “Addendum”). Moreover, if the
Participant transfers to one of
the countries included in such Addendum, the special terms and conditions for such country
will apply to
the Participant, to the extent the
Company determines that the application of
such terms and conditions is
necessary or advisable to comply with local law or facilitate the administration
of the Plan (or the Company may establish
alternative terms
and conditions as may
be necessary or advisable
to accommodate the
Participant’s transfer). The
Addendum constitutes part of this
Agreement.
15.
Not a Public
Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s country
of employment (or
country of residence,
if different). The
Company has not
submitted any
registration statement,
prospectus or other filings with
the local securities
authorities (unless otherwise required under
local law), and the award of the Restricted Stock Units is not
subject to the supervision of the local securities authorities.
No employee of the Company
or any of its Subsidiaries or affiliated companies is permitted
to advise the Participant on
whether
he/she should participate in the
Plan. Acquiring shares of Stock involves
a degree of
risk. Before deciding to
participate in the
Plan, the Participant should carefully consider all
risk factors relevant to the acquisition of
shares of
Stock under
the Plan and carefully
review all of the
materials related to the
Restricted Stock Units and
the Plan. In
addition, the Participant should consult with his/her personal advisor for
professional investment advice.
16.
Repatriation; Compliance with
Law.
and/or cash
acquired under the
Plan in accordance
with applicable foreign
exchange rules and
regulations in the
Participant’s country of employment (and country of residence, if different). In addition, the
Participant agrees to take any
and all
actions, and consent
to any and all
actions taken by the
Company and any of
its Subsidiaries and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws, rules
and/or regulations in the
Participant’s country of employment (and
country of residence, if different).
Finally, the
Participant agrees to take any and
all actions as may be required
to comply with the Participant’s personal
obligations under local laws, rules and/or regulations in the
Participant’s country of employment and country of residence,
if
different).
17.
Imposition of
Other Requirements.
participation in the Plan, on the Restricted Stock Units,
and on any shares of Stock acquired under the Plan, to the extent
the Company determines it is necessary
or advisable for legal or administrative reasons, and to require the
Participant to
sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
8
18.
Committee’s Powers.
No provision
contained in this
Agreement shall in any
way terminate, modify
or alter, or be
construed or
interpreted as terminating,
modifying or altering
any of the powers,
rights or authority
vested in the
Committee or, to the extent delegated,
in its delegate, pursuant to the terms of
the Plan or resolutions adopted in furtherance
of the
Plan, including, without
limitation, the right
to make certain
determinations and elections
with respect to the
Restricted Stock
Units. Any dispute
regarding the interpretation
of this Agreement or
the terms of the
Plan shall be
submitted to
the Committee or its
delegate who shall
have the discretionary
authority to construe
the terms of this
Agreement, the Plan, and all documents ancillary
to this Award. The decisions of the Committee or its delegate
shall be
final and
binding and any reviewing court of law or other party shall
defer to its decision, overruling if, and only if,
it is
arbitrary and capricious. In no way
is it intended that this review standard subject the Plan or Award to the U.S. Employee
Retirement Income Security
Act
.
19.
Binding
Effect.
persons lawfully claiming under
the Participant.
20.
Governing Law
and Forum
.
Without limiting the
effect of section 17,
this Agreement shall be
governed by, and
construed in accordance with, the laws of the State of Delaware without
regard to principles of conflict of laws.
21.
Severability
.
The provisions of this Agreement are severable and if any one or more of the
provisions are determined to
be illegal or otherwise unenforceable, in whole or
in part, the Agreement shall be reformed and construed so that it would
be enforceable
to the maximum extent
legally possible, and if
it cannot be so
reformed and construed,
as if such
unenforceable provision, or part thereof, had never been contained
herein.
22.
Waiver
.
The waiver by
the Company with respect
to Employee’s (or
any other participant’s)
compliance with any
provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A copy
of the Plan and
the Prospectus to the
General Xxxxx, Inc.
2022Stock Compensation Plan
is available on
G&Me by
searching “2022 Stock
Compensation Plan”. A copy of the Company’s latest Annual Report on
Form 10-K is also available on
the Company’s website at
xxx.xxxxxxxxxxxx.xxx under Investor Information/Annual
Reports.
GENERAL XXXXX, INC.
9
GENERAL XXXXX, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
NUMBER OF UNITS SUBJECT
TO AWARD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is made under the General Xxxxx, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the
terms and
conditions contained in
the Plan document and
this Restricted Stock
Unit Award Agreement
(“Agreement”). The Participant: (i)
acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents
that
the Participant has carefully read and is
familiar with the provisions of this Agreement
and the Plan, and (iii)
hereby accepts the Restricted Stock
Units subject to all of the terms and conditions
set forth herein, and in
the Plan. If
the Participant does
not wish to receive the Restricted
Stock Units and/or does not consent
and agree to the terms
and conditions on which the Restricted Stock Units are
offered, as set forth in this Agreement and the Plan, then the
Participant
must reject this Award
via the website of
the Company’s designated
broker, no later than
60 days
following the
Grant Date. If the
Participant rejects this
Award, this Award will
immediately be forfeited and
cancelled. The
Participant’s failure to reject
this Award within this 60
day period will constitute the Participant’s
acceptance of this Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS
AWARD, dated on the above Grant Date, is made by General Xxxxx, Inc., and made
to the person named above (the
"Participant" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award of
Units
. Each unit awarded
represents the right to receive one
share of the Company common stock, par value
USD 0.10 per share (“Stock”).
The units granted pursuant to this Agreement are
referred to as the “Restricted Stock Units”.
Except as otherwise defined herein, capitalized terms shall have the
same meanings ascribed to them under the Plan.
2.
Vesting of Restricted Stock Units; Forfeiture of Restricted
Stock
Units.
(c)
Vesting
Schedule
. Restricted Stock Units shall
vest in tranches, each tranche having its own 12
month vesting
period occurring
consecutively, starting on the
Grant Date. Vested units
in a tranche shall
be paid on the
respective Scheduled Vesting Date, subject to the terms of this Agreement and
the Plan.
Tranche
Number of Units
Scheduled
Vesting
Date
(d)
Forfeiture
of Restricted Stock Units
. The Participant acknowledges that the Restricted
Stock Units awarded
hereunder are
subject to forfeiture if
the Participant’s employment with
the Company or any subsidiary or
affiliated companies (the “Company”) terminates under
certain circumstances before the respective Scheduled
Vesting Dates, as herein
provided.
(vi)
Termination
for
Cause.
discharge due to Participant’s illegal activities, poor work
performance, misconduct or violation of the
Company’s Code
of Conduct, policies or practices, then
these Restricted Stock Units, to the extent
they are
not fully vested as
of the Termination
Date, shall for no
consideration be cancelled and
forfeited in their entirety. For the avoidance of doubt, “Termination
Date” for purposes of this Award
will be
deemed to occur as
of the date
Participant is no
longer actively providing
services as an
employee, unless
otherwise determined by the Company
in its sole discretion, and no
vesting shall
continue during any notice period that may be specified under
contract or applicable law with respect
10
to such
termination, including any
“garden leave” or
similar period, except
as may otherwise be
permitted in the Company’s sole discretion.
(vii)
Involuntary
Termination/Early Retirement.
If the
Participant’s employment by
the Company
terminates
involuntarily at the initiation of the Company
for any reason other than specified
in Plan
Section 11, or (i), (iv) or (v) herein or
if the Participant retires on or after age 55 but before age 62, the
unvested Restricted
Stock Units that are
in the tranche with
a Scheduled Vesting
Date within 12
months of the Termination Date shall
vest in a pro-rata amount based on actual
employment completed
during the
relevant 12 month tranche vesting period. All other unvested
Restricted Stock Units shall
be forfeited as of the Termination
Date. Restricted Stock Units that vest under this paragraph shall be
paid (or
deferred, if properly elected) on the respective Scheduled Vesting Date
otherwise applicable
to such tranche. No
Restricted Stock Units shall vest upon involuntary termination
under this provision
without the
execution (without revoking)
of an effective general
legal release and such
other
documents as are satisfactory to the Company.
(viii)
Death
. If a Participant
dies while employed by the Company
during any applicable vesting period,
this Award shall become fully vested, effective as of the date of death, and
shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately
designated.
(ix)
Normal
Retirement.
If the termination of employment is due to the Participant’s retirement on or after
age 62, all Restricted Stock Units in unvested tranches shall vest, and be paid (or deferred, if properly
elected) on
each tranche’s respective
Scheduled Vesting Date. Notwithstanding the above, the terms
of this paragraph shall not apply to a
Participant who, prior to a Change of Control, is terminated for
cause as described in (b)(i)
above.
(x)
Spin-offs
and
Other Divestitures.
transfer, or spin-off of
a line of business or other activity of the Company, the Committee, in
its sole
discretion, shall determine
the conversion, vesting, or other treatment of these Awards. Such treatment
shall be
consistent with Code Section
409A, and in particular
will take into account
whether a
separation from service has occurred within the meaning of Code
Section 409A.
3.
Dividend Equivalents.
Any dividends or
other distributions declared payable on the
Company’s Stock on or after the
Grant Date of
this Award until
the Award is settled and/or
forfeited shall be credited notionally to
the Participant in an
amount equal to
such declared dividends or other distributions
on an equivalent number of shares
of Stock (“Dividend
Equivalents”). Dividend Equivalents so
credited shall be paid if, and only to the extent, the
underlying Restricted Stock
Units
to which they relate
become unrestricted and vest,
as provided under the terms
of the Plan and this
Agreement.
Dividend Equivalents
credited in respect to Restricted Stock Units that are
forfeited under the terms of the Plan and this
document, are correspondingly forfeited. No interest or other earnings shall be
credited on Dividend Equivalents. Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Restricted Stock Units to which they relate.
4.
Settlement of Restricted
Stock Units.
event later than 30 days after the date on which payment is supposed to
be made under this Agreement, except where such
settlement following a Section
409A Separation from Service requires a six-month delay. The Company will
provide for
settlement in the form of shares of Stock.
5.
Non-Transferability
.
The Restricted Stock
Units may not be
sold, assigned, pledged,
exchanged, hypothecated,
encumbered,
disposed of, or otherwise transferred, unless
otherwise provided in the Plan or this
Agreement. Upon any
attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the
Restricted Stock Units or of such rights contrary
to the provisions hereof or in the Plan, the Restricted Stock Units and such
rights shall immediately become null and void.
6.
Withholding
of Tax
. The Participant
acknowledges that, regardless of any action taken by the Company or,
if different,
the
subsidiary or affiliated company that employs
the Participant (the “Employer”), the ultimate
liability for all income
tax, social contributions, payroll tax,
fringe benefits tax, payment on account, hypothetical tax or
other tax-related items
related to
the Participant’s participation in the Plan
and legally applicable to the Participant or deemed
by the Company
or the Employer in their discretion
to be an appropriate charge to the Participant even if legally applicable to the Company
or the Employer (“Tax-Related Items”), is and
remains the Participant’s responsibility and may exceed the amount
actually
withheld by
the Company or the Employer, if
any. The Participant further acknowledges
that the Company and/or the
Employer (a) make
no representations or undertakings regarding
the treatment of any Tax -Related
Items in connection
with any aspect
of the Restricted Stock Units, including, but not limited to, the grant,
vesting, the subsequent sale of shares
11
of Stock acquired
pursuant to such vesting and the receipt of
any dividends; and (b) do not commit
to and are under no
obligation to
structure the terms of
the grant or any
aspect of the
Restricted Stock Units
to reduce or eliminate
the
Participant’s liability
for Tax-Related Items or achieve
any particular tax result. Further, if
the Participant is subject to
Tax-Related Items
in more than one
jurisdiction between the
Grant Date and the
date of any relevant
taxable or tax
withholding event,
as applicable, the
Participant acknowledges that
the Company and/or the
Employer (or former
employer, as applicable) may be required to withhold or account for
Tax -Related Items in more than one jurisdiction.
Prior to the relevant taxable
or tax withholding event, as applicable, the Participant agrees to make adequate arrangements
satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In
this regard, unless otherwise approved
by the Committee, the Company shall satisfy the obligations with regard to all
Tax-Related Items by one or a combination
of the
following: (i) withholding from
the Participant’s wages or other cash
compensation paid to the Participant by the
Company and/or the Employer; (ii) withholding from the shares of Stock to be
delivered upon settlement of the Restricted
Stock Units or other awards granted
to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of Stock.
Depending on
the withholding method,
the Company may withhold
or account for
Tax-Related Items by considering
applicable statutory withholding
rates (as determined by
the Company in good faith
and in its sole discretion) or other
applicable withholding rates, including
maximum applicable rates, in which case the Participant will
receive a refund of
any over-withheld amount and will have no
entitlement to the share equivalent. If the obligation for Tax -Related Items is
satisfied by
withholding from the
shares of Stock to
be delivered upon vesting
of the Restricted Stock
Units, for tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to
the Restricted Stock
Units,
notwithstanding that a number of shares of
Stock are held back solely for the
purpose of paying the Tax -Related
Items. The Participant
will have no further rights with
respect to any shares of Stock
that are retained by the Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to
withhold or account for as a result of
the Participant’s participation in the Plan that cannot
be satisfied by the means previously
described. The Company may refuse to issue or deliver shares of Stock or
proceeds
from the sale of
shares of Stock until arrangements satisfactory to the
Company have been made in connection with the
Tax-Related Items.
7.
Restrictive Covenants; Confidential
Information
. The Participant
agrees to cooperate with the Company
in any way
needed in order to comply with, or fulfill the terms of the Plan and
this Award document. As a term and condition of this
Award, Participant agrees to the following
terms:
e.
I agree to
use General Xxxxx Confidential Information only as needed in the performance
of my duties,
to hold
and protect such
information as confidential
to the Company, and
not to engage in
any
unauthorized use
or disclosure of such
information for so
long as such
information qualifies as
Confidential Information.
I agree that after
my employment with the
Company terminates for any
reason, including
“retirement” as that term is
used in the Plan, I will
not use or
disclose, directly or
indirectly, Company
Confidential Information or trade secrets for any
purpose, unless I get the prior
written consent of my manager to do
so.
This document does
not prevent me from filing a
complaint with a government agency (including the
Securities and
Exchange Commission, Department
of Justice, Equal
Employment Opportunity
Commission
and others) or from participating in
an agency proceeding. This document also
does not
prevent me
from providing an
agency with information,
including this document,
unless such
information is
legally protected from
disclosure to third
parties. I do not
need prior company
authorization to take these actions, nor must I notify the company I have
done so.
Also, as
provided in 18 U.S.C. 1833(b), I cannot be
held criminally or civilly liable under any federal
or state trade
secret law for making a
trade secret disclosure: (A) in confidence
to a federal, state, or
local government
official, either directly
or indirectly, or to
an attorney, solely
for the purpose of
reporting or investigating a suspected violation of law; or (B) in a complaint
or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General Xxxxx
Confidential Information means
any non-public information
I create, receive, use
or
observe in
the performance of my
job at General Xxxxx,
including trade secrets.
Examples of
Confidential Information include marketing, merchandising,
business plans, business methods, pricing,
purchasing, licensing,
contracts, employee, supplier
or customer information,
financial data,
technological
developments, manufacturing processes and specifications, product formulas,
ingredient
12
specifications, software code,
and all other proprietary information
which is not publicly available to
others.
Prior to
leaving the Company, I agree to return all
materials in my possession containing Confidential
Information, as well as all
other documents and other tangible items provided to me
by General Xxxxx,
or developed by me in connection with my employment with the
Company.
f.
[
This
Section 7.b. does not apply to Colorado and Minnesota-based
employees.
] I agree that for one year
after I leave the Company, including retiring from the
Company, I will not work on any product, brand
category, process,
or service: (A) on
which I worked, or
about which I had
access to Confidential
Information, in
the year immediately
preceding my termination
(including retirement) from General
Xxxxx, and
(B) which competes with
General Xxxxx products,
brand categories, processes,
or related
services.
g.
I agree that
for one year after I leave General Xxxxx, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
h.
I agree that after
I leave General Xxxxx, including retiring from the Company, I will
indefinitely refrain
from using
Company client or
contact lists, and for
two years I will
refrain from soliciting the
Company’s
customers.
i.
I agree that
for one year after I leave General Xxxxx, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
A breach of
the obligations set forth in this
paragraph may result in the rescission
of the Award, termination and
forfeiture of any unvested Units, and/or required payment to the Company of
all or a portion of any monetary gains
acquired by the
Participant as a result of the
Award, unless the Award vested
and was settled more than four (4)
years prior to the
breach. The foregoing remedies are in addition to, and
not in lieu of injunctive relief and/or any
other legal or equitable remedies available under applicable law.
8.
Nature of
Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and
agrees that:
(m)
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, in
its sole discretion, at any time
(subject to any
limitations set forth in the Plan);
(n)
the grant
of the Restricted Stock Units is 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,
even if restricted stock units or other awards have been granted in the past;
(o)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(p)
the
Participant’s participation in the Plan is voluntary;
(q)
the
Restricted Stock Units
and the Participant’s
participation in the
Plan shall not create
a right to
employment or
be interpreted as
forming an employment
contract with the
Company or any of
its
Subsidiaries or
affiliated companies and
shall not interfere
with the ability of
the Company or the
Employer, as
applicable, to terminate the Participant’s employment
relationship (as otherwise may be
permitted under local law);
(r)
unless otherwise
agreed with the Company, the Restricted Stock Units and any shares of Stock acquired
upon vesting of the Restricted
Stock Units, and the income from and value of same, are not
granted as
consideration for, or
in connection with, any service the
Participant may provide as a director
of any
subsidiary or affiliate of the Company;
(s)
the Restricted
Stock Units and any shares of Stock acquired under the Plan and the income and value of
same, are
not part of normal
or expected compensation
for purposes of
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
13
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
(t)
the future
value of the shares of Stock underlying
the Restricted Stock Units is unknown, indeterminable,
and cannot be predicted with
certainty;
(u)
upon vesting
of the Restricted Stock Units, the value of such shares of Stock
may increase or decrease
in
value;
(v)
no claim
or entitlement to compensation or damages shall arise from
forfeiture of the Restricted Stock
Units resulting
from termination of the
Participant’s employment (for
any reason whatsoever and
whether or not in breach of local
labor laws or later found invalid) and, in consideration of the Restricted
Stock Units, the Participant agrees not to institute any claim against the Company
or the Employer;
(w)
the Restricted
Stock Units and the benefits evidenced by this Agreement do
not create any entitlement
not otherwise specifically provided for in the Plan
or provided by the Company in its discretion, 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 Stock; and
(x)
neither
the Company nor any of its Subsidiaries
or affiliated companies shall be liable for
any foreign
exchange
rate fluctuation between the Participant’s local
currency and the U.S. dollar that
may affect
the value of the
Restricted Stock Units or any amounts due to the Participant pursuant to the
vesting of
the Restricted Stock
Units or the subsequent sale of
any shares of Stock acquired upon
vesting of the
Restricted Stock
Units.
9.
Data
Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to
review the information
provided in this
Section 9 and, where applicable, declare the Participant’s consent to the
processing of personal data by
the Company and the third
parties stated below.
If the Participant
is based in the European Union (“EU”), European Economic Area (“EEA”) or United Kingdom, please
note that
General Xxxxx, Inc. with
registered address at One
General Xxxxx Boulevard, Minneapolis, MN
55426 -1347,
U.S.A., is
the controller responsible for the processing of the Participant’s personal data in
connection with the Agreement
and the Plan.
(h)
Data
Collection and Usage. The Company collects,
processes, uses and transfers
certain personally-
identifiable
information about the Participant, specifically, the
Participant’s name, home address and
telephone
number, email address,
date of birth, social
insurance, passport number
or other
identification
number, salary, nationality,
job title, any shares
of Stock or
directorships held in the
Company or
any affiliated company,
details of
all Restricted Stock Units
or any other entitlement to
shares of
Stock awarded, canceled,
exercised, settled, vested,
unvested or outstanding
in the
Participant’s
favor, which the Company
receives from the Participant or
the Employer (the “Data”).
The Company
collects, processes and
uses the Data for
the purposes of
performing its contractual
obligations
under this Agreement,
implementing, administering and
managing the Participant’s
participation in the Plan and facilitating compliance with
applicable tax and securities
law.
If the Participant is
based in the EU, EEA or United Kingdom, the legal basis for the processing of
the
Data by
the Company is the
necessity of the
processing for the
Company to perform its
contractual
obligations
under this Agreement and
the Plan and the
Company’s legitimate business
interests of
managing
the Plan, administering
employee equity awards
and complying with its
contractual and
statutory
obligations.
If the Participant is based in any other
jurisdiction, the legal basis for the processing of the Data by the
Company is the
Participant’s consent as further described below.
(i)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial
Corporate
Services, Inc. (including
its affiliated companies),
an independent service
provider which
assists
the Company with the implementation, administration and management of
the Plan. In the future,
the Company may select
a different service provider, which
will in a similar manner, share
Data with
such service
provider. The Company’s service provider will maintain an account
for the Participant to
administer
the Restricted Stock Units.
The processing of Data will
take place through both electronic
14
and non-electronic means.
Data will only be accessible by
those individuals requiring access to it for
purposes of implementing, administering and operating the Plan.
(j)
International
Data Transfers. The Company and its service providers are based in the United
States and
India.
The Participant’s country or jurisdiction
may have different data privacy laws
and protections
than
the United States and India. An appropriate
level of protection can be achieved by implementing
safeguards such as the Standard Contractual Clauses adopted by
the EU Commission.
If the Participant is based in any other
jurisdiction, the Data will be transferred from the Participant’s
jurisdiction to the Company and onward from the Company to any
of its service providers based on the
Participant’s consent, as further described
below.
(k)
Data
Retention. The Company will use the Data only as long as necessary to implement, administer and
manage
the Participant’s participation in the
Plan, or as required to
comply with legal or regulatory
obligations,
including tax and
securities laws. When
the Company no longer
needs the Data, the
Company will remove it from its systems. If the Company keeps
data longer, it would be to satisfy legal
or
regulatory obligations and the Company’s legal basis
would be relevant laws or regulations (if the
Participant is
in the EU, EEA or United
Kingdom) or the Participant’s consent
(if the Participant is
outside the EU, EEA or United Kingdom).
(l)
Data
Subject Rights. The
Participant may have a
number of rights under
data privacy laws in
the
Participant’s jurisdiction. Subject to the
conditions set out in the applicable law
and depending on where
the Participant is based, such rights
may include the right to (i) request access to, or copies of, the Data
processed by the Company, (ii) rectification of incorrect Data,
(iii) deletion of Data, (iv) restrictions on
the processing of
Data, (v) object to
the processing of Data for
legitimate interests, (vi) portability of
Data, (vii) lodge complaints with competent authorities in the
Participant’s jurisdiction, and/or to (viii)
receive a
list with the names and addresses of any potential recipients of Data.
To receive clarification
regarding
these rights or to exercise these rights, the Participant can contact HR Direct.
(m)
Necessary
Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
for the performance of
the Agreement and that the
Participant’s refusal to provide
the Data
would make it
impossible for the Company
to perform its
contractual obligations and may
affect the Participant’s ability to participate in the
Plan.
(n)
Declaration
of Consent (if the Participant is outside the EU, EEA and
United Kingdom). The Participant
hereby unambiguously
consents to the collection, use and
transfer, in electronic or other form,
of the
Data, as described above and in any other grant
materials, by and among, as applicable, the Employer,
the
Company and any affiliated company for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the
Plan. The Participant understands that the Participant
may, at
any time, refuse or withdraw the
consents herein, in any case
without cost, by contacting HR
Direct. If
the Participant does
not consent or later
seeks to revoke the
Participant’s consent, the
Participant’s
employment status or
service with the
Employer will not be
affected; the Participant’s
consequence of refusing
or withdrawing consent is that the
Company would not be able to
award the
Participant
Restricted Stock Units
or any other equity
award to the
Participant or administer or
maintain such
awards. Therefore, the
Participant understands that refusing or
withdrawing consent
may affect
the Participant’s ability to participate in the
Plan. For more information on the consequences
of refusal to consent or withdrawal of consent, the
Participant should contact HR Direct.
10.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policy.
11.
Xxxxxxx Xxxxxxx; Market Abuse
Laws
. By participating in the Plan,
the Participant agrees to comply with the Company’s
policy on xxxxxxx xxxxxxx
(to the extent that it is applicable to the
Participant), the Participant further acknowledges that,
depending on
the Participant’s or
his or her
broker’s country of residence or
where the
shares of Stock are
listed, the
Participant may be subject to xxxxxxx xxxxxxx restrictions
and/or market abuse laws that may affect the Participant’s ability
to
accept, acquire, sell or otherwise dispose
of shares of Stock, rights to
shares of Stock (e.g., restricted stock
units) or
rights linked to the
value of shares of Stock, during such times the Participant is considered to
have “inside information”
regarding the
Company as defined by the laws or regulations in the
Participant’s country. Local xxxxxxx xxxxxxx laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside
information to any third party
(other than on a
“need to know” basis) and (ii) “tipping” third parties or causing
them otherwise to buy or sell securities.
The Participant understands
that third parties include fellow employees.
Any restriction under these laws or regulations
15
are separate from and in
addition to any restrictions that may be imposed under
any applicable Company xxxxxxx xxxxxxx
policy. The Participant acknowledges that
it is the Participant’s responsibility to comply with any applicable
restrictions,
and that the Participant should therefore consult the
Participant’s personal advisor on this matter.
12.
Electronic
Delivery
. The Participant agrees, to the fullest extent permitted
by law, in lieu of receiving documents in paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver in
connection with this
grant and any other
grants offered by the
Company, including prospectuses, grant
notifications, account
statements, annual or
quarterly reports, and
other communications. Electronic
delivery of a
document may
be made via the
Company’s email system
or by reference to
a location on the
Company’s intranet or
website or a
website of the Company’s agent
administering the Plan. By accepting this
grant, whether electronically or
otherwise, the Participant
hereby consents to participate in the Plan through
such system, intranet, or website, including
but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.
13.
English
Language
. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Agreement
and the
Plan and all other
documents, notices and
legal proceedings entered
into, given or
instituted pursuant to the
Restricted Stock
Units be drawn up
in English. To the
extent the Participant
has been provided with
a copy of this
Agreement, the Plan, or any other documents relating to
this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific Addendum to this
Agreement (the “Addendum”). Moreover, if the
Participant transfers
to one of the countries included in such Addendum, the special terms and conditions for such country
will apply to
the Participant, to the extent the
Company determines that the application of
such terms and conditions is
necessary or advisable to comply with local law or facilitate the
administration of the Plan (or the Company may establish
alternative terms
and conditions as may
be necessary or advisable
to accommodate the
Participant’s transfer). The
Addendum constitutes part of this
Agreement.
15.
Not a Public
Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s country
of employment (or
country of residence,
if different). The
Company has not
submitted any
registration statement,
prospectus or other filings with
the local securities
authorities (unless otherwise required under
local law), and the award of the Restricted Stock Units is not
subject to the supervision of the local securities authorities.
No employee of the Company
or any of its Subsidiaries or affiliated companies is permitted
to advise the Participant on
whether
he/she should participate in the
Plan. Acquiring shares of Stock involves
a degree of
risk. Before deciding to
participate in the
Plan, the Participant should carefully consider all
risk factors relevant to the acquisition of
shares of
Stock under
the Plan and carefully
review all of the
materials related to the
Restricted Stock Units and
the Plan. In
addition, the Participant should consult with his/her personal advisor for
professional investment advice.
16.
Repatriation; Compliance with
Law.
and/or cash
acquired under the
Plan in accordance
with applicable foreign
exchange rules and
regulations in the
Participant’s country of employment (and country of residence, if different). In addition, the
Participant agrees to take any
and all
actions, and consent
to any and all
actions taken by the
Company and any of
its Subsidiaries and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws, rules
and/or regulations in the
Participant’s country of employment (and
country of residence, if different).
Finally, the
Participant agrees to take any and
all actions as may be required
to comply with the Participant’s personal
obligations under local laws, rules and/or regulations in the
Participant’s country of employment and country of residence,
if
different).
17.
Imposition of
Other Requirements.
participation in the Plan, on the Restricted Stock Units, and
on any shares of Stock acquired under the Plan, to the extent
the Company determines it is necessary
or advisable for legal or administrative reasons, and to require the
Participant to
sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
18.
Committee’s Powers.
No provision
contained in this
Agreement shall in any
way terminate, modify
or alter, or be
construed or
interpreted as terminating,
modifying or altering
any of the powers,
rights or authority
vested in the
Committee or, to the extent delegated,
in its delegate, pursuant to the terms of
the Plan or resolutions adopted in furtherance
of the
Plan, including, without
limitation, the right
to make certain
determinations and elections
with respect to the
Restricted Stock
Units. Any dispute
regarding the interpretation
of this Agreement or
the terms of the
Plan shall be
submitted to
the Committee or its
delegate who shall
have the discretionary
authority to construe
the terms of this
Agreement, the Plan, and all documents ancillary
to this Award. The decisions of the Committee or its delegate
shall be
final and
binding and any reviewing court of law or other party shall
defer to its decision, overruling if, and only if,
it is
16
arbitrary and capricious. In no way is it intended that this review standard
subject the Plan or Award to the U.S. Employee
Retirement Income Security
Act
.
19.
Binding
Effect.
persons lawfully claiming
under the Participant.
20.
Governing
Law and
Forum
. Without
limiting the effect of
section 17, this
Agreement shall be
governed by, and
construed in accordance with, the laws of the State of Delaware without
regard to principles of conflict of laws.
21.
Severability
.
The provisions of this Agreement are severable and if any one or more of the
provisions are determined to
be illegal or otherwise unenforceable, in whole or
in part, the Agreement shall be reformed and construed so that it would
be enforceable
to the maximum extent
legally possible, and if
it cannot be so
reformed and construed,
as if such
unenforceable provision, or part thereof, had never been contained
herein.
22.
Waiver
.
The waiver by
the Company with respect
to Employee’s (or
any other participant’s)
compliance with any
provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A copy
of the Plan and
the Prospectus to the
General Xxxxx, Inc. 2022
Stock Compensation Plan is
available on G&Me by
searching “2022 Stock
Compensation Plan”. A copy of the Company’s latest Annual Report on
Form 10-K is also available on
the Company’s website at
xxx.xxxxxxxxxxxx.xxx under Investor Information/Annual
Reports.
GENERAL XXXXX, INC.
