RESTRICTED STOCK UNITAWARD AGREEMENT Participant: [Name]Award Number: [Option Number]Plan: 2013 Long-Term Incentive Compensation PlanAward Type: Restricted Stock UnitGrant Date: [Month DD, YYYY]Number Units: [ ] Purchase Price: [$0.00]Restriction...
SA Rev’s 4.20.18
 | RESTRICTED STOCK UNIT AWARD AGREEMENT | ||
Participant: [Name] Award Number: [Option Number] Plan: 2013 Long-Term Incentive Compensation Plan Award Type: Restricted Stock Unit Grant Date: [Month DD, YYYY] Number Units: [ ] Purchase Price: [$0.00] Restriction Period: [Grant Date] through [Vest Date] | |||
Cree, Inc. (the “Company”) has awarded you [ ] restricted stock units (“RSUs”) to acquire the common stock of the Company (the “Shares”) effective [Month DD, YYYY], the Grant Date of the Award, pursuant to the Cree, Inc. 2013 Long-Term Incentive Compensation Plan (the “2013 Plan”) and the terms of this Restricted Stock Unit Award Agreement (the “Agreement”). In accordance with this Agreement and the 2013 Plan, upon any Termination of Service (as defined in this Agreement) before the end of the Restriction Period, unless provided otherwise in an applicable Cree severance plan, all RSUs that are not then vested will be forfeited. If not previously vested or forfeited, the RSUs will vest at 12:00 a.m. local time in Durham, NC in installments as follows, provided that you have not experienced a Termination of Service prior to the indicated vesting date: [ ] Stock Units on [Month DD, YYYY] [ ] additional Stock Units on [Month DD, YYYY] [ ] additional Stock Units on [Month DD, YYYY]; and [ ] additional Stock Units on [Month DD, YYYY] Capitalized terms defined in the 2013 Plan and used in this Agreement without definition have the meaning specified in the 2013 Plan. You acknowledge and agree that if you breach the terms of any restrictive covenants in any agreement between you and the Company, including without limitation the most recent version of the Employee Agreement Regarding Confidential Information, Intellectual Property, and Noncompetition in effect for you as the relevant date, within one (1) year after the vesting of any RSUs hereunder, then in the sole judgement of the Company, the amount of the total fair market value of such vested RSUs as of the vesting date shall inure to the benefit of the Company, and you agree to promptly pay the same to the Company. THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE APPENDIX, ARE AN INTEGRAL PART OF THIS AGREEMENT AND ARE INCORPORATED HEREIN BY THIS REFERENCE. BY SIGNING BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY SUCH TERMS AND CONDITIONS. FAILURE TO SIGN WILL RESULT IN FORFEITURE OF THE AWARD. Dated: [Month DD, YYYY] | |||
CREE, INC.: | ACCEPTED AND AGREED TO: | ||
Xxxxx Xxxx, President and Chief Executive Officer | |||
TERMS AND CONDITIONS | |||
1. | Grant of RSUs. Subject to the terms of the 2013 Plan and this Agreement, the Company hereby grants you the RSUs as set forth on the first page of this Agreement. Each RSU represents the right to receive one Share on the date the RSU vests (subject to adjustment for a change in capitalization within the meaning of Section 4.4 of the 2013 Plan). | ||
2. | Vesting. The RSUs will vest in accordance with the installment vesting schedule set out on the first page of this Agreement and will become fully vested, to the extent not already vested, upon your death or on the effective date of the determination of your Disability (as defined below) by the Employee Benefits Committee of the Company (the “EBC”) or such other committee as may be designated by the Board of Directors of the Company or a committee thereof, unless otherwise provided in this Agreement or the 2013 Plan. For purposes of this Agreement, “Disability” means a medically determinable physical or mental impairment resulting in your inability to perform your position or any substantially similar position, where such impairment has lasted or can be expected to last for a continuous period of not less than six months. The determination of whether or not you have a Disability will be made by the EBC in good faith in its sole discretion, and such determination shall be conclusive, final and binding upon all parties. The above definition of Disability applies in lieu of the definition set out in the 2013 Plan. | ||
3. | Forfeiture of RSUs upon Termination of Service. Except as otherwise provided in this Agreement or the 2013 Plan, or in any Company severance plan applicable to you, and upon your Termination of Service, you will forfeit all of the RSUs that are not vested as of the date of your Termination of Service. | ||
4. | Forfeiture of RSUs for Awards Not Timely Accepted. This Award is conditioned upon and subject to your accepting the Award by signing and delivering to the Company this Agreement, or otherwise electronically accepting the Award, no later than the first date the RSUs are scheduled to vest pursuant to the Award. In the event of your death or incapacitation prior to accepting the Award, the Company will deem the Award as being accepted. If you fail to accept the Award within the time described above, you will forfeit the RSUs. | ||
5. | Settlement of RSUs. Subject to the terms of the 2013 Plan and this Agreement, any RSUs that vest and become nonforfeitable pursuant to Section 2 above shall be released and settled in whole Shares within thirty (30) days after the applicable vesting date. Upon settlement, the Company shall deliver to you (or, in the event of your death, to your estate or, if the Committee establishes a beneficiary designation procedure pursuant to Section 12 of the 2013 Plan, to any beneficiary that you have designated pursuant to such procedure) one or more certificates for the vested Shares or in the Company's discretion may cause the vested Shares to be deposited in an account maintained by a broker designated by the Company. | ||
6. | Responsibility for Taxes. | ||
(a) | For purposes of this Agreement, “Tax-Related Items” means any or all income tax, social insurance tax, payroll tax, payment on account or other tax-related items that may be applicable to this Award by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign. Regardless of any action the Company takes with respect to withholding Tax-Related Items, you acknowledge that you are ultimately responsible for all Tax-Related Items and that such Tax-Related Items may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, without limitation, the grant, vesting or release of the RSUs, the subsequent sale of Shares and the receipt of any dividends or dividend equivalents pursuant to Shares; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or to achieve any particular tax result. Furthermore, if you have become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, you acknowledge 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. | ||
(b) | Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (2) selling or arranging for the sale of Shares that you acquire under the 2013 Plan; or (3) withholding of Shares consistent with the “Share Withholding” provisions under Section 14.2 of the 2013 Plan. | ||
(c) | Depending upon the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum or maximum statutory withholding amounts or other applicable withholding rates. In the event Tax-Related Items are over-withheld, you will receive a refund in cash for any over-withheld amounts and will have no entitlement to the Shares equivalent. If the obligation for Tax-Related Items is satisfied by withholding of Shares, you shall be deemed, for tax purposes, to have been issued the full number of Shares, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the 2013 Plan. | ||
(d) | You shall 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 your participation in the 2013 Plan that cannot be satisfied by the means previously described. The Company may refuse to release and settle the RSUs if you fail to comply with your obligations in connection with the Tax-Related Items. | ||
7. | Transfer of RSUs. The RSUs and any rights under this Agreement may not be assigned, pledged as collateral or otherwise transferred, except as permitted by the 2013 Plan, nor may the RSUs or such rights be subject to attachment, execution or other judicial process until the RSUs become vested pursuant to Section 2 above. In the event of any attempt to assign, pledge or otherwise dispose of RSUs which are not then vested, or any rights under this Agreement, except as permitted by the 2013 Plan, or in the event of the levy of any attachment, execution or similar judicial process upon the rights or interests with respect to the RSUs which are not then vested, the Committee may in its discretion, upon notice to you, cause you to forfeit such RSUs. | ||
8. | Rights Prior to Vesting of RSUs. | ||
(a) | You will have no rights as a shareholder with respect to any Shares issuable under the RSUs until such Shares have been duly issued by the Company or its transfer agent pursuant to the vesting and settlement of the Award. | ||
(b) | In the event of a change in capitalization within the meaning of Section 4.4 of the 2013 Plan, the number and class of Shares or other securities that you are entitled to pursuant to this Agreement shall be appropriately adjusted or changed as determined by the Committee to reflect the change in capitalization, provided that any such additional Shares or additional or different shares of securities shall remain subject to the restrictions in this Agreement. | ||
9. | Termination of Service. | ||
(a) | Unless otherwise provided in this Agreement or the 2013 Plan, for purposes of this Agreement “Termination of Service” means the discontinuance of your service relationship with the Company as an employee or a consultant of the Company or the Employer or any subsidiary or affiliate of the Company under the 2013 Plan, or as a member of the Board of Directors of Cree, Inc. Except as determined otherwise by the Committee, you will not be deemed to have incurred a Termination of Service if the capacity in which you provide services to the Company changes (for example, you change from being a non-employee director to being an employee or if you change from being an employee to a consultant to the Company) or if you transfer employment among the various subsidiaries or affiliates of the Company constituting the Employer, so long as there is no interruption in your provision of services to the Company or other Employer as an employee or consultant, or as a non-employee member of the Board of Directors of Cree, Inc. The Committee, in its discretion, will determine whether you have incurred a Termination of Service. You will not be deemed to have incurred a Termination of Service during a period for which you are on military leave, sick leave, or other leave of absence approved by the Employer. | ||
(b) | If you are deemed to have incurred a Termination of Service other than a Termination of Service on account of your death, your right to vest in the RSUs under this Agreement or the 2013 Plan, if any, will terminate effective as of the date that you are no longer actively providing services to the Company or one of its subsidiaries or affiliates (regardless of the reason for the termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), unless otherwise provided by the terms of a written Company severance plan that applies to you and the circumstances surrounding your Termination of Service. The vesting period will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The Committee, in its discretion, will determine when you are no longer providing services for purposes of this Award (including whether you may still be considered to be providing services while on a leave of absence). | ||
10. | Provisions of the 2013 Plan. The provisions of the 2013 Plan are incorporated by reference in this Agreement as if set out in full in this Agreement. To the extent that any conflict may exist between any other provision of this Agreement and a provision of the 2013 Plan, the 2013 Plan provision will control. All decisions of the Committee with respect to the interpretation, construction and application of the 2013 Plan or this Agreement shall be final, conclusive and binding upon you and the Company. | ||
11. | Detrimental Activity. The Committee in its sole discretion may cancel and cause to be forfeited any RSUs not previously vested or released under this Agreement if you engage in any "Detrimental Activity” (as defined below). In addition, if you engage in any Detrimental Activity prior to or within one (1) year after your Termination of Service, the Committee in its sole discretion may require you to pay to the Company the amount of all gain you realized from any vesting of the RSUs beginning six (6) months prior to your Termination of Service, provided that the Committee gives you notice of such requirement within one (1) year after your Termination of Service. In that event, the Company will be entitled to set off such amount against any amount the Company owes to you, in addition to any other rights the Company may have. For purposes of this section: | ||
(a) | “Company” includes Cree, Inc. and all other Employers under the 2013 Plan. | ||
(b) | “Detrimental Activity” means that you have engaged in activity that breaches the terms of any restrictive covenants in any agreement between you and the Company, including without limitation the most recent version of the Employee Agreement Regarding Confidential Information, Intellectual Property, and Noncompetition in effect for you as the relevant date. If no such agreement exists, then “Detrimental Activity” shall mean any of the following conduct, as determined by the Committee in good faith: | ||
(1) | the performance of services for any Competing Business (as defined below), whether as an employee, officer, director, consultant, agent, contractor or in any other capacity, except to the extent expressly permitted by any written agreement between you and the Company; | ||
(2) | the unauthorized disclosure or use of any trade secrets or other confidential information of the Company; | ||
(3) | any attempt to induce an employee to leave employment with the Company to perform services elsewhere, or any attempt to cause a customer or supplier of the Company to curtail or cancel its business with the Company; or | ||
(4) | any act of fraud, misappropriation, embezzlement, or tortious or criminal behavior that adversely impacts the Company. | ||
(c) | “Competing Business” as used in Section 11(b)(1) means any corporation, partnership, university, government agency or other entity or person (other than the Company) that is conducting research directed to, developing, manufacturing, marketing, distributing, or selling any product, service, or technology that is competitive with any part of the Company’s Business (as defined below). "Company's Business" means the development, manufacture, marketing, distribution, or sale of, or the conduct of research directed to, any product, service, or technology that the Company is developing, manufacturing, marketing, distributing, selling, or conducting research directed to, at any time during your employment or other relationship with the Company, except that following your Termination of Service the Company’s Business will be determined as of the time of such termination. As of the effective date of this Agreement, the Company’s Business includes but is not limited to the conduct of research directed to, development, manufacture, marketing, distribution, and/or sale of the following products, services, and technologies: (1) silicon carbide (SiC) materials for electronic applications; (2) SiC materials for gemstone applications; (3) AIII nitride materials for electronic applications; (4) light-emitting diode (LED) devices and components; (5) power semiconductor devices made using SiC and/or AIII nitride materials and components incorporating such devices; (6) radio frequency (RF) and microwave devices made using SiC and/or AIII nitride materials and components and modules incorporating such devices; (7) LED backlights for liquid crystal displays (LCDs); (8) lighting products, modules, fixtures or devices incorporating any of the above materials or technology; and (9) other semiconductor devices made using SiC and/or AIII nitride materials and components incorporating such devices. You acknowledge that during your employment or other relationship with the Company the Company’s Business may expand or change and you agree that any such expansions and changes shall expand or contract the definition of the Company’s Business accordingly. | ||
12. | Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your Data as described in this Agreement and any other grant materials by and among, as applicable, your Employer, the Company and its subsidiaries and affiliates, for the exclusive purpose of implementing, administering and managing your participation in the 2013 Xxxx. Xxx understand that the Company and/or the Employer hold or may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or insurance number or other identification number (e.g., resident registration number), salary, nationality, position title, any shares of stock or directorships held in the Company, details of RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the 2013 Xxxx. Xxx understand that Data may be transferred to E*Trade any other third parties as may be selected by the Company currently or in the future, which are assisting the Company in the implementation, administration and management of the 2013 Plan. You understand that these recipients may be located in the United States or elsewhere, including outside the European Economic Area, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the 2013 Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon vesting of the RSUs or any other awards or other entitlement to Shares. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s Stock Plan Administrator. You understand that Data will be held pursuant to this Agreement only as long as is reasonably necessary to implement, administer and manage your participation in the 2013 Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents above, in any case without cost, by contacting in writing the Company's Stock Plan Administrator. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke our consent, your employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant you RSUs or any other equity awards or administer or maintain such awards. Therefore, you acknowledge that refusing or withdrawing your consent may affect your ability to participate in the 2013 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you may contact the Stock Plan Administrator of the Company. | ||
13. | Language. If you have received this Agreement or any other document related to the 2013 Plan translated into a language other than English and if the translated version differs in meaning from the English version, the English version will control. | ||
14. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to current or future participation in the 2013 Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the 2013 Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Signed documents delivered to either party via facsimile or in portable document format will have the same effect as an original, unless otherwise required by applicable law. | ||
15. | General. | ||
(a) | Nothing in this Agreement will be construed as: (1) constituting a commitment, agreement or understanding of any kind that the Company or any other Employer will continue your employment or other relationship with the Company; or (2) limiting or restricting either party’s right to terminate your employment or other relationship. | ||
(b) | This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. You may not assign any rights under this Agreement without the written consent of the Company, which it may withhold in its sole discretion; any such attempted assignment without the Company's written consent shall be void. The Company may assign its rights under this Agreement at any time upon notice to you. | ||
(c) | Notices under this Agreement must be in writing and delivered personally, by electronic transmission or by a reputable domestic or international carrier (postage prepaid and return receipt or proof of delivery requested), and, in the case of notices to the Company, unless otherwise provided herein, addressed to its principal executive offices to the attention of the Stock Plan Administrator, and, in your case, addressed to your address as shown on the Employer’s records. | ||
(d) | This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to the conflict of law provisions thereof, as if made and to be performed wholly within such State. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of North Carolina, agree that such litigation shall be conducted in the courts of Durham County, North Carolina, or the federal courts for the United States for the Middle District of North Carolina, and no other courts, where the Award of the RSUs is made and/or to be performed. | ||
(e) | If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the other provisions of the Agreement and the Agreement shall be construed as if the invalid or unenforceable provision were omitted and a valid and enforceable provision, as nearly comparable as possible, substituted in its place. | ||
(f) | Notwithstanding any prior award agreement between you and the Company under which RSUs may have been awarded, this Agreement and the 2013 Plan set forth all of the promises, agreements and understandings between you and Company relating to the RSUs granted pursuant to this Agreement, constitute the complete agreement between the parties regarding the RSUs and replace any prior oral or written communications regarding the same. | ||
(g) | Shares issued pursuant to this Award may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under applicable law or the rules and regulations of the U.S. Securities and Exchange Commission or any stock exchange or trading system upon which the common stock of the Company is listed, and the Committee may cause a legend or legends to be placed on any such certificates or the stock records of the Company to make appropriate reference to such restrictions. | ||
(h) | You agree that the RSUs, even if later forfeited, serve as additional, valuable consideration for your obligations, if any, undertaken in any existing agreement between you and the Company and/or other Employer regarding confidential information, noncompetition, nonsolicitation or similar covenants. | ||
(i) | You acknowledge, represent and warrant to the Company, and agree with the Company, that (i) except for information provided in the Company’s filings with the U.S. Securities and Exchange Commission and in the Company’s current prospectus relating to the 2013 Plan, you have not relied and will not rely upon the Committee, the Company, an Employer or any employee or agent of the Company or an Employer in determining whether to accept this Award, or in connection with any disposition of Shares obtained pursuant to this Award, or with respect to any tax consequences related to the grant of the RSUs or the disposition of Shares obtained pursuant to the RSUs; and (ii) you will seek from your own professional advisors such investment, tax and other advice as you believe necessary. | ||
(j) | You acknowledge that you may incur a substantial tax liability as a result of vesting of the RSUs. You assume full responsibility for all such consequences and the filing of all tax returns and related elections you may be required or find desirable to file. If you are required to make any valuation of Shares obtained pursuant to the RSUs under any federal, state or other applicable tax law, and if the valuation affects any tax return or election of the Company or the Employer or affects the Company’s financial statement reporting, you agree that the Company may determine the value and that you will observe any determination so made by the Company in all tax returns and elections filed by you. | ||
(k) | You acknowledge that copies of the 2013 Plan and Plan prospectus are available upon written or telephonic request to the Company’s Stock Plan Administrator. | ||
16. | Severability. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. | ||
17. | Nature of Grant. In accepting this grant, you acknowledge, understand and agree that: | ||
(a) | the 2013 Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless expressly provided otherwise in the 2013 Plan or the Agreement; | ||
(b) | the grant of the RSUs is voluntary and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; | ||
(c) | all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company; | ||
(d) | your participation in the 2013 Plan is voluntary; | ||
(e) | your participation in the 2013 Plan will not create a right to employment with the Company or the Employer and will not interfere with the ability of the Company, the Employer or any subsidiary or affiliate to terminate your employment or service relationship at any time; | ||
(f) | if you are employed by a non-U.S. entity and provide services outside the U.S., the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to your Employer, and they are outside the scope of your employment or service contract, if any, with your Employer; | ||
(g) | the grant of the RSUs is not intended to replace any pension rights or compensation; | ||
(h) | the grant of the RSUs is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; | ||
(i) | the grant of the RSUs and your participation in the 2013 Plan will not be interpreted to form an employment or service contract or relationship with the Company, the Employer or any subsidiary or affiliate of the Company; | ||
(j) | the future value of the Shares is unknown and cannot be predicted with certainty; | ||
(k) | no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of your employment or service relationship by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and, in consideration of the grant of the RSUs, to which you otherwise are not entitled, you irrevocably agree (i) never to institute any such claim against the Company, the Employer, or any subsidiary or affiliate of the Company, (ii) to waive your ability, if any, to bring any such claim, and (iii) to release the Company and the Employer and any subsidiary or affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the 2013 Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; | ||
(l) | the grant of the RSUs and the benefits under the 2013 Plan, if any, will not automatically transfer to another company in the case of a merger, takeover, or transfer of liability; | ||
(m) | neither the Company, the Employer nor any subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSUs or of any payments due to you pursuant to the subsequent sale of any Shares acquired upon the vesting of the RSUs; and | ||
(n) | this award and any other award(s) granted under the 2013 Plan on the Grant Date are intended to fulfill any and all agreements, obligations or promises, whether legally binding or not, previously made by the Company or another Employer under the 2013 Plan to grant you the RSUs or other rights to common stock of the Company. By signing this Agreement, you accept such awards, along with all prior awards received by you, in full satisfaction of any such agreement, obligation or promise. | ||
18. | No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding your participation in the 2013 Plan or sale of Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the 2013 Plan before taking any action related to the 2013 Plan. | ||
19. | Compliance with Law. Notwithstanding any other provision of the 2013 Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the RSUs, the Company shall not be required to deliver the RSUs or any of the underlying Shares prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the RSUs or any of the underlying Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance of the RSUs and Shares. Further, you agree that the Company shall have unilateral authority to amend the 2013 Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. | ||
20. | Waiver. You acknowledge that a waiver by the Company of breach of 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 you or any other participant. | ||
21. | Appendix. Notwithstanding any provisions in this Agreement, this Award shall be subject to any special terms and conditions set forth in the Appendix to this Agreement for your country to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the 2013 Plan. Moreover, if you relocate to or from one of the countries included in the Appendix, the special terms and conditions for the country you are moving from and/or the country you are moving to will apply to you to the extent that the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the 2013 Plan. The Appendix is incorporated in and constitutes part of this Agreement. | ||
22. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the 2013 Plan, on the RSUs and on any Shares acquired under the 2013 Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or to facilitate the administration of the 2013 Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. | ||
23. | Code Section 409A. The Award is intended to qualify for the “short-term deferral” exemption from Section 409A of the Code, and the provisions of this Agreement will be interpreted, operated and administered in a manner consistent with these intentions. The right to payment triggered by each installment vesting date or vesting event pursuant to Section 2 above is intended to be a right to a separate payment for purposes of Section 409A. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, without your consent, to unilaterally amend or modify the 2013 Plan and/or this Agreement to ensure that the RSUs qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the RSUs will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these RSUs. The Company will have no liability to you or to any other party if the Award, the vesting of the Award, delivery of Shares upon settlement of the Award or any other event hereunder that is intended to be exempt from or compliant with Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto. | ||
24 | Xxxxxxx Xxxxxxx/Market Abuse Laws. You acknowledge that, depending on your country, you may be subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares under the 2013 Plan during such times as you is considered to have “inside information” regarding the Company (as defined by the laws in your country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable xxxxxxx xxxxxxx policy of the Company. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you are advised to consult with your own personal legal and financial advisors on this matter. | ||
APPENDIX ADDITIONAL TERMS AND CONDITIONS OF THE RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS | ||
TERMS AND CONDITIONS This Appendix includes additional terms and conditions that govern the RSUs granted to you under the 2013 Plan if you are in one of the countries listed below on the Grant Date. Unless otherwise defined in this Appendix, capitalized terms used in this Appendix and defined in the 2013 Plan or this Agreement will have the same meaning as defined in the 2013 Plan or Agreement, as applicable. NOTIFICATIONS This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the 2013 Plan. The information is based on securities, exchange control, and other laws in effect in the respective countries as of July 2015. Such laws are often complex and change frequently. The Company strongly recommends that you do not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the 2013 Plan because such information may be outdated when the RSUs vest and you acquire Shares or sell any Shares acquired under the 2013 Xxxx. Xx addition, the information contained in this Appendix is general in nature and may not apply to your particular situation, and the Company cannot assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. Finally, if you are a citizen or resident of a country other than the one in which you are currently working, transfer employment after the Grant Date, or are considered a resident of another country for local law purposes, the information contained in this Appendix may not apply to you. | ||
AUSTRALIA | ||
TERMS AND CONDITIONS Australian Offer Document. You understand that the offering of the 2013 Plan in Australia is intended to qualify for exemption from the prospectus requirements under Class Order 14/1000 issued by the Australian Securities and Investments Commission. Participation in the 2013 Plan is subject to the terms and conditions set forth in the Australian Offer Document and the Award Documentation provided to you. NOTIFICATIONS Exchange Control Notice. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers of any amount. The Australian bank assisting with the transaction will file the report for you. If there is no Australian bank involved in the transfer, you will have to file the report yourself. | ||
CANADA | ||
TERMS AND CONDITIONS Settlement of RSUs and Sale of Shares. The following provisions supplement Section 7 of the Agreement: Notwithstanding the provisions of the 2013 Plan, the RSUs will be settled in Shares only, not xxxx. Xxxx Privacy Notice and Consent. This provision supplements Section 12 of the Agreement: You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information about you from all personnel, professional or not, involved in the administration and operation of the 2013 Plan. You further authorize the Company and any subsidiary or affiliate and the administrator of the 2013 Plan to disclose and discuss your participation in the 2013 Plan with their advisors. You further authorize the Company and any subsidiary or affiliate and the administrator of the 2013 Plan to record such personal information and to keep such information in your employee file. Termination of Service. The following provision replaces Section 9(b) of the Agreement: If you are deemed to have incurred a Termination of Service other than a Termination of Service on account of your death (whether or not in breach of local labor laws and whether or not later found to be invalid), your right to vest in the RSUs under the 2013 Plan (if any) will terminate effective as of the earlier of (1) the date the you receive notice of termination from the Employer, or (2) the date you are no longer actively employed, regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law); the Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of the RSU grant. French Language Provision. The following provisions will apply if you are a resident of Quebec: The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la Convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention. NOTIFICATIONS Securities Law Notification: You are permitted to sell Shares acquired through the 2013 Plan through the designated broker appointed under the 2013 Plan, if any, provided the resale of Shares acquired under the 2013 Plan takes place outside of Canada through the facilities of a stock exchange on which the shares are listed. Foreign Assets Reporting Information: You are required to report any foreign property (including RSUs and Shares) on form T1135 (Foreign Income Verification Statement) if the total value of your foreign property exceeds C$100,000 at any time in the year. The form must be filed by April 30 of the following year. You are advised to consult with a personal advisor to ensure you comply with applicable reporting obligations. | ||
CHINA | ||
TERMS AND CONDITIONS Exchange Control Notice. The following terms and conditions will apply to Employees who are subject to exchange control restrictions and regulations in the PRC, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion: You understand and agree that, pursuant to local exchange control requirements, you will not be permitted to vest in an RSU or be issued any Shares under the 2013 Plan unless or until the Company, its Subsidiary or the Employer in the PRC has obtained an approval from SAFE for the 2013 Plan. You further understand and agree that, pursuant to local exchange control requirements, you will be required to immediately repatriate any cash payments or proceeds obtained with respect to participation in the 2013 Plan to the PRC. You further understand that such repatriation of any cash payments or proceeds may need to be effectuated through a special exchange control account established by the Company, any Parent or Subsidiary, or the Employer, and you hereby consent and agree that any payment or proceeds may be transferred to such special account prior to being delivered to you. You further understand and agree that, pursuant to local exchange control requirements, the Shares you acquire through RSU vesting will be sold at the Company's direction within ninety (90) calendar days following the date of your Termination of Service, or within such other time period as may be required by SAFE. Any payment or proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the payments or proceeds are paid to you in U.S. dollars, you will be required to set up a U.S. dollar bank account in the PRC so that the payments or proceeds may be deposited into this account. If the payments or proceeds are paid to you in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the payments or proceeds to local currency due to exchange control restrictions. You further agree to comply with any other requirements that may be imposed by the Company in the future to facilitate compliance with exchange control requirements in the PRC. | ||
FRANCE | ||
TERMS AND CONDITIONS Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the 2013 Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly. En acceptant l’attribution, vous confirmez avoir lu et compris le Plan de travail et ce Contrat, qui ont été transmis en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause. NOTIFICATIONS Exchange Control Notice. You may hold Shares acquired under the 2013 Plan outside of France provided that you declare all foreign accounts (including any accounts that were opened or closed during the tax year) on the your annual income tax return. Furthermore, you must declare to the customs and excise authorities any cash or securities you import or export without the use of a financial institution when the value of the cash or securities exceeds €10,000. | ||
GERMANY | ||
NOTIFICATIONS Exchange Control Notice. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). For payments in connection with securities (including proceeds realized upon the sale of Shares), the report must be made by the 5th day of the month following the month in which the payment was received. Effective from September 2013, the report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (xxx.xxxxxxxxxx.xx) and is available in both German and English. You are responsible for making this xxxxxx. Xx addition, you must report any receivables or payables or debts in foreign currency exceeding €5,000,000 on a monthly basis. | ||
HONG KONG | ||
TERMS AND CONDITIONS Settlement of RSUs and Sale of Shares. The following provisions supplement Section 7 of the Agreement: Notwithstanding the provisions of the 2013 Plan, the RSUs will be settled in Shares only, not cash. If any portion of the RSUs vest and Shares are issued within six (6) months of the Grant Date, you agree that you will not sell the Shares acquired upon vesting before the six-month anniversary of the Grant Date. NOTIFICATIONS Securities Warning: The RSUs and any Shares acquired upon vesting of the RSUs do not constitute a public offering of securities under Hong Kong law and are available only to directors of Cree, Inc. and employees and former employees of the Company and its subsidiaries and affiliates. The Agreement, the 2013 Plan and other incidental communication materials have not been prepared in accordance with the rules applicable to and are not intended to constitute a “prospectus” for a public offering of securities under applicable Hong Kong securities legislation, nor have the documents been reviewed by any regulatory authority in Hong Kong. The RSUs and any related documentation are intended only for the personal use of each eligible director or employee of the Employer, the Company, or its subsidiaries or affiliates and may not be distributed to any other person. If you are in doubt as to any of the contents of the Agreement or the 2013 Plan, you should obtain independent professional advice. Nature of Scheme. The Company specifically intends that the 2013 Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance. | ||
INDIA | ||
NOTIFICATIONS Exchange Control Notice. You must repatriate any funds received pursuant to the 2013 Plan (e.g., proceeds from the sale of Shares) to India within 90 days of receipt. You should obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. Because exchange control regulations can change frequently and without notice, you should consult your personal legal advisor before selling Shares to ensure compliance with current regulations. It is your responsibility to comply with exchange control laws in India, and neither the Company nor the Employer will be liable for any fines or penalties resulting from your failure to comply with applicable laws. Foreign Asset/Account Reporting Information. You are required to declare your foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return. It is your responsibility to comply with this reporting obligation and you should consult your personal advisor in this regard. | ||
ITALY | ||
TERMS AND CONDITIONS Data Privacy Notice. The following provision replaces Section 12 of the Agreement: You understand that the Employer, the Company and any of its subsidiaries or affiliates hold certain personal information about you, including, without limitation, your name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any of its subsidiaries or affiliates, details of Awards of RSUs, or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, managing and administering the 2013 Plan (“Data”) and in compliance with applicable laws and xxxxxxxxxxx. Xxx also understand that providing the Company with Data is necessary for the performance of the 2013 Plan and that your refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the 2013 Plan. The Controller of personal data processing is Cree, Inc., with registered offices at 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Cree Europe S.r.l., Xxx xxx Xxxxxxx 00-00, Xxxxxxx 00000 Xxxxxx. Xxx understand that Data will not be publicized, but it may be transferred to banks, other financial institutions or brokers involved in the management and administration of the 2013 Plan. You understand that Data also may be transferred to the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, or such other public accounting firm that may be engaged by the Company in the future. You understand further that the Company and/or any of its subsidiaries or affiliates will transfer Data among themselves as necessary for the purposes of implementing, administering and managing your participation in the 2013 Plan, and that the Company and/or any of its subsidiaries or affiliates may each further transfer Data to third parties assisting the Company in implementation, administration and management of the 2013 Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired under the 2013 Plan. Such recipients may receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing your participation in the 2013 Plan. You understand that these recipients may be located in or outside of the European Economic Area, such as in the United States or elsewhere and in locations that might not provide the same level of protection as intended under Italian data privacy laws. Should the Company exercise its discretion in suspending all necessary legal obligations in connection with the management and administration of the 2013 Plan, it will delete Data as soon as it has completed all necessary legal obligations connected with the management and administration of the 2013 Xxxx. Xxx understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003. The processing activity, including communication, and the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration and management of the 2013 Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have a right, without limitation, to access, delete, update, correct or terminate, for legitimate reason, the Data processing. Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints may be addressed by contacting the Stock Plan Administrator of the Company. Plan Document Acknowledgement: By accepting the Award of RSUs, you acknowledge that you have received a copy of the 2013 Plan, the Agreement and this Appendix, that you have reviewed these documents in their entirety and that you fully understand and accept all provisions of the 2013 Plan and the Xxxxxxxxx. Xxx acknowledge having read and specifically and expressly approve the following sections of the Agreement: Section 3. (“Forfeiture of RSUs upon Termination of Service”), Section 4. (“Forfeiture of RSUs for Awards Not Timely Accepted”), Section 6. (“Responsibility for Taxes”), Section 13. (“Language”), Section 15(d) regarding North Carolina, U.S.A. law governing the Agreement, Section 17. (“Nature of Grant”), and the above Data Privacy Notice section included in this Appendix. NOTIFICATIONS Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. | ||
JAPAN | ||
NOTIFICATIONS Exchange Control Notice. If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares. Foreign Asset/Account Reporting. You are required to report details of any assets held outside of Japan as of December 31st (including any Shares acquired under the 2013 Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000 on your annual income tax return. | ||
KOREA (SOUTH) | ||
NOTIFICATIONS Exchange Control Notice. Exchange control laws require Korean residents who realize US$500,000 or more (in a single transaction) from the sale of Shares repatriate the sale proceeds back to Korea within 18 months of the sale. Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) based in foreign countries that have not entered into an “inter-governmental agreement for automatic exchange of tax information” with Korea to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency). You should consult with your personal tax advisor for additional information about this reporting obligation, including whether or not there is an applicable inter-governmental agreement between Korea and the U.S. (or any other country where you may hold any Shares or cash acquired in connection with the 2013 Plan). | ||
MALAYSIA | ||
TERMS AND CONDITIONS Data Privacy Consent. This provision replaces in its entirety the data privacy consent in Section 12 of the Agreement: NOTIFICATIONS Director Notification Obligation. If you are a director of the Company’s Malaysian subsidiary or affiliate, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary or affiliate in writing when you receive or dispose of an interest (e.g., the Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company. | ||
MEXICO TERMS AND CONDITIONS Acknowledgement of the Agreement. By participating in the 2013 Plan, you acknowledge that you have received a copy of the 2013 Plan, have reviewed the 2013 Plan in its entirety and fully understand and accept all provisions of the 2013 Plan. You further acknowledge that you have read and expressly approve the terms and conditions set forth in the Nature of Grant section of the Agreement, in which the following is clearly described and established: (i) your participation in the 2013 Plan does not constitute an acquired right; (ii) the 2013 Plan and your participation in the 2013 Plan are offered by the Company on a wholly discretionary basis; (iii) your participation in the 2013 Plan is voluntary; and (iv) the Company and its subsidiaries are not responsible for any decrease in the value of the underlying Shares. Labor Law Policy and Acknowledgement. By participating in the 2013 Plan, you expressly recognize that Cree, Inc., with registered offices at 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, U.S.A., is solely responsible for the administration of the 2013 Plan and that your participation in the 2013 Plan and acquisition of Shares does not constitute an employment relationship between you and the Company since you are participating in the 2013 Plan on a wholly commercial basis. Based on the foregoing, you expressly recognize that the 2013 Plan and the benefits that you may derive from participation in the 2013 Plan do not establish any rights between you and the Company and do not form part of the employment conditions and/or benefits provided by the Company, and that any modification of the 2013 Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment. You further understand that your participation in the 2013 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 your participation at any time without any liability to you. Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the 2013 Plan or the benefits derived under the 2013 Plan, and you therefore grant 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. TÈRMINOS Y CONDICIONES 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 Naturaleza de la Oferta en el Convenio, en lo que claramente se describe y establece lo siguiente: (i) su participación en el Plan no constituye un derecho adquirido; (ii) el Plan y su participación en el Plan son ofrecidos por la Compañía sobre una base completamente discrecional; (iii) su participación en el Plan es voluntaria; y (iv) la Compañía y sus afiliadas no son responsables de ninguna por la disminución en el valor de las Acciones subyacentes. Política de Legislación Laboral y Reconocimiento. Al participar en el Plan, usted reconoce expresamente que Cree, Inc., con oficinas registradas en 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, Estados Unidos 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. 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 la Compañía, y no xxxxxx parte de las condiciones y/o prestaciones laborales que la Compañía 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. 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. RUSSIA TERMS AND CONDITIONS U.S. Transaction. You understand that the RSUs shall be valid and this Agreement shall be concluded and become effective only when the Agreement is received by the Company in the United States. Upon vesting of the RSUs, any Shares to be issued to you shall be delivered to you through a bank or brokerage account in the United States. In no event will Shares be delivered to you in Russia; instead, all Shares acquired upon vesting of the RSUs will be maintained on your behalf in the United States. You are not permitted to sell Shares acquired at vesting directly to a Russian legal entity or resident. Depending on the development of local regulatory requirements, the Company reserves the right to settle RSUs in cash and/or to pay any proceeds related to the RSUs to you through local payroll. NOTIFICATIONS Exchange Control Information. Under current exchange control regulations, within a reasonably short time after receipt, you must repatriate any proceeds from the sale of Shares received under the 2013 Plan to Russia. Such proceeds must be initially credited to you through a foreign currency account at an authorized bank in Russia. After the proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. However, dividends can be held in a foreign currency account at a foreign individual bank account opened in certain countries (including the United States). You are encouraged to contact your personal advisor before RSUs vest and Shares are sold as significant penalties may apply in the case of non-compliance with exchange control requirements and because exchange control requirements may change. Securities Law Information. This Agreement, the 2013 Plan and all other materials that you may receive regarding participation in the 2013 Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the 2013 Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia. Labor Law Information. If you continue to hold Shares after an involuntary Termination of Service, you may not be eligible to receive unemployment benefits in Russia. SINGAPORE | ||
NOTIFICATIONS Securities Law Notice. The Award is being made on a private basis and is, therefore, exempt from registration in Singapore. Chief Executive Officer and Director Notification Requirement. If you are the Chief Executive Officer or a director of a Singapore Subsidiary of the Company, you must notify the Singapore Subsidiary in writing of an interest (e.g., RSUs, Shares) in the Company or any Subsidiary within two days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., when Shares acquired under the 2013 Plan are subsequently sold), or (iii) becoming the CEO / a director. | ||
TAIWAN | ||
TERMS AND CONDITIONS Data Privacy Consent. You hereby acknowledge that you have read and understood the terms regarding collection, processing and transfer of Data contained in Section 12 of the Agreement and by participating in the 2013 Plan, you agree to such terms. In this regard, upon request of the Company or the Employer, you agree to provide an executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Employee’s country, either now or in the future. You understand you will not be able to participate in the 2013 Plan if you fail to execute any such consent or agreement. NOTIFICATIONS Securities Law Notice. The RSUs and the Shares to be issued pursuant to the 2013 Plan are available only to employees of the Company, its Subsidiaries and Affiliates. The grant of the RSUs does not constitute a public offer of xxxxxxxxxx. Xxxxxxxx Control Notice. You may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank. If the transaction amount is US$500,000 or more in a single transaction, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. You should consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan. | ||
TURKEY | ||
NOTIFICATIONS Securities Law Notice. You are prohibited by Turkish law from selling any Shares acquired under the 2013 Plan in Turkey. The Company’s ordinary shares are currently traded on the NASDAQ, which is located outside of Turkey, under the ticker symbol “CREE” and shares acquired under the 2013 Plan may be sold through this xxxxxxxx. Xxxxxxxx Control Notice. You may be required to engage a Turkish financial intermediary to assist with the sale of Shares acquired under the 2013 Plan. To the extent a Turkish financial intermediary is required in connection with the sale of any shares acquired under the 2013 Plan, you are solely responsible for engaging such Turkish financial intermediary. You should consult your personal legal advisor prior to the vesting of the awards or any sale of Shares to ensure compliance with the current requirements. | ||
UNITED KINGDOM | ||
TERMS AND CONDITIONS Responsibility for Taxes. The following provision supplements Section 6 of this Agreement: You agree that, if you do not pay or the Employer or the Company does not withhold the full amount of income tax that you owe at vesting of the equity awards, or the release or assignment of the equity awards for consideration, or the receipt of any other benefit in connection with the equity awards (the “Chargeable Event”) within 90 days after the end of the UK tax year in which the Chargeable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective on the Due Date. You agree that the loan will bear interest at the HMRC’s official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to you by the Employer, by withholding in cash or in Shares issued upon vesting of the equity awards or from the cash proceeds from the sale of Shares or by demanding cash or a check from you. You also authorize the Company to delay the issuance of any Shares unless and until the loan is repaid in full. Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance Contributions (“NICs”) may be payable. You acknowledge that the Company or the Employer may recover any such additional income tax and NICs at any time thereafter by any of the means referred to in Section 6 of the Agreement, although you acknowledge that you ultimately will be responsible for reporting any income tax or NICs due on this additional benefit directly to the HMRC under the self-assessment regime. | ||
