Contract
1
Exhibit 10.2
GENERAL XXXXX, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[Officer]
PERNR:
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 Stock Option Award Agreement (“Agreement”). The
Optionee: (i) acknowledges
receipt of a copy of the
Plan and Plan prospectus,
(ii) represents that the Optionee has
carefully read and is familiar
with the provisions of this Agreement and the Plan, and
(iii) hereby accepts the Stock
Option subject to all of
the terms and conditions set forth herein, and in
the Plan. If the Optionee does not
wish to
receive the Stock Option and/or does not consent and agree
to the terms and conditions on which the Stock Option is
offered, as set
forth in this Agreement and the Plan, then the Optionee must reject this
Award via the website of the
Company’s designated
broker, no later than 60 days following the Grant
Date. If the Optionee rejects this Award,
this Award will
immediately be forfeited and cancelled. The
Optionee’s exercise of this Award will
also constitute
the
Optionee’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 below Grant Date, is made by General Xxxxx, Inc., (the "Company"),
and made to the person
named above (the "Optionee" or referred to as “I”,
“you”, or “my”) (“Award”).
1.
Award of
Stock Option
.
The Company grants to
the Optionee under the
Plan the following
non-qualified option to
purchase the Company's common stock,
par value USD 0.10 per share (“Common Stock”). The
option granted pursuant
to
this Agreement is referred to as
the “Stock Option” and subject to
the terms in this Agreement. Except
as otherwise
defined herein, capitalized terms shall have the same meanings
ascribed to them under the Plan.
Expiration Date:
Option
Shares:
Exercise price per
share:
Type of Stock Option:
2.
Vesting
of Stock Option;
Forfeiture.
(a)
Vesting
Schedule
. The Stock
Option shall vest and become exercisable
in tranches, each tranche having its
own 12 month vesting period occurring consecutively, starting on the Grant
Date.
Tranche
Scheduled Date
Exercisable
(b)
Forfeiture
of Stock Option
. The Optionee acknowledges that the Stock Options
granted hereunder are subject
to forfeiture,
and/or limited exercise period, if the Optionee’s employment with
the Company or any Subsidiary
terminates under certain circumstances, as herein
provided.
(i)
Resignation
or Termination for
Cause.
Subsidiary or
affiliated companies is
terminated at any time
prior to the Expiration
Date by either (i)
resignation, or (ii) a discharge due to Optionee’s illegal activities, poor
work performance, misconduct or
violation of
the Company’s Code of Conduct, policies or
practices, then, to the extent the Option Shares
are vested as of the
Termination Date, they shall expire three (3) months after
the Termination Date (but
in no event beyond the
Expiration Date); and, if and to the extent
the Option Shares are not vested as of
the Termination
Date, the unvested portions
shall for no
consideration be cancelled
and forfeited
immediately with no ability to be exercised. For the avoidance
of doubt, “Termination Date” for purposes
of this
Award will be deemed to occur as of the date Optionee is no longer actively
providing services as
an employee,
unless otherwise determined
by the Company in
its sole discretion,
and no vesting shall
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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.
companies terminates involuntarily 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 Optionee’s age
and years of service with
the Company or any Subsidiary
or affiliated companies equals or exceeds 70, and (A)
if, and to the
extent,
the Stock Option is not fully vested,
then such unvested tranches shall continue
to vest and
become exercisable
on each respective
Scheduled Date Exercisable
and remain so until
the
Expiration Date;
and (B) if, and to the
extent, the Stock Option is
vested and exercisable, it shall
remain so until the Expiration
Date.
b)
In the event that at
the Termination Date, the sum of the Optionee’s age and years of service with the
Company or any Subsidiary or affiliated companies is less than 70, and
(A) if, and to the extent, the
Award’s tranches
are already vested and
exercisable on the
Termination Date, they
shall remain
exercisable for the lesser
of one (1) year from the Termination Date, or until the Expiration Date; and
(B) if, and to
the extent, tranches of
the Award are
not vested, solely
the unvested tranche of the
Award with a Scheduled
Date Exercisable within 12 months of the Termination Date shall vest and
become exercisable as of the Termination Date, in an amount equal to
the pro-rata amount based on
actual employment
completed during the
tranche’s 12 month
vesting period, with
such newly-
exercisable Stock Options remaining
exercisable for one (1) year from the Termination Date. Stock
Options that do not become
vested and exercisable based on the previous provisions shall be forfeited
as of the Termination Date.
(iii)
Death.
during any
applicable vesting period, this Award shall
become fully vested and exercisable upon death
and may be exercised by
the person designated as such Optionee’s beneficiary or
beneficiaries or, in the
absence of such designation, by the Optionee’s estate. The Stock Option shall remain exercisable until the
Expiration Date.
(iv)
Retirement.
completion of at least five (5) years of Company service, this Award ’s
tranches shall continue to vest and
become exercisable
on each respective
Scheduled Date Exercisable,
remaining exercisable until the
Expiration Date. Notwithstanding the above, the terms
of this paragraph (iv) shall not apply to an Optionee
who, prior to a Change of Control, is terminated for cause as described in (b)(i)
above; said Optionee shall
be treated as provided in (b)(i).
(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 the
Stock Option.
3.
Exercise of the Option.
(a)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair Market
Value of the shares of Common Stock exercised exceeds the exercise price) prior
to the Expiration Date of the
Stock Option or such
earlier date indicated hereunder by delivering a notice
of exercise in such form as may
be designated
by the Company from
time to time, or
making the required
electronic election with the
Company’s designated broker, and paying the exercise price and any
Tax-Related Items (as defined in section
5 below)
and costs to the
Company’s stock plan
administrator or such
other person as the
Company may
designate, together with such additional documents as the
Company may then require pursuant to the terms of
the Plan.
(b)
Method
of Payment
. Payment of the exercise
price may be made by one of the methods
available under the
Company’s exercise procedures,
which may include:
(i)
Payment by cash or
check.
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(ii)
Payment by transfer to
the Company of whole shares of Common Stock Optionee already owns having
a Fair
Market Value determined at the time of exercise of the Stock Option equal to, but not exceeding,
the exercise price and any Tax -Related Items; and
(iii)
A “same day
sale” transaction pursuant to which a third party (engaged by you or
the Company) loans
funds
to you to enable you to
purchase shares of Common Stock and pay
any Tax-Related Items, and
then sells a sufficient number of the exercised shares of Common Stock on your behalf to enable you to
repay the loan and any fees. The remaining shares of Common
Stock and/or cash are then delivered by
the third party to the Optionee.
The Company may suspend, or eliminate, various forms of
permissible payment of the exercise price from time
to time in its sole discretion. Further, notwithstanding any provision within this Agreement to the
contrary, if the
Optionee is
a resident or provides
services outside of the
United States, the
Committee may require
that the
Optionee (or in the event of the Optionee’s death, his or her
legal representative, as the case may be) exercise the
Stock Option
in a method other than as specified above, may require
the Optionee to exercise the Stock Option
only by means of a “same day sale” transaction (either a “sell-all” transaction or a “sell-to-cover”
transaction) as
it determines in its sole discretion, or may require the Optionee
to sell any shares of Common Stock the Optionee
acquires under
the Plan immediately or
within a specified
period following the
Optionee’s termination of
employment with the
Company or any Subsidiary or affiliated
companies (in which case, the Optionee hereby
agrees that
the Company shall have
the authority to issue
sale instructions in
relation to such
shares on the
Optionee’s
behalf).
(c)
Responsibility
for Exercise.
The Optionee is responsible for taking any and all actions as
may be required to
exercise the
Stock Option in a
timely manner and for
properly executing any
such documents as may
be
required for exercise
in accordance with such rules and
procedures as may be established from
time to time.
The Optionee acknowledges that information
regarding the procedures and requirements for the exercise of the
Stock Option is
available to the Optionee on request.
Neither the Company nor any Subsidiary
or affiliated
companies shall have any duty or obligation to notify you of the
Expiration Date of the Option.
4.
Non-Transferability.
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 Stock Option or
of such rights contrary to the provisions
hereof or in the Plan, the Stock Option
and such rights shall immediately become null and void.
5.
Withholding of
Tax
. The Optionee acknowledges that, regardless of any action taken by the
Company or, if different, the
Subsidiary
or affiliated company that employs the
Optionee (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
Optionee’s participation in
the Plan and legally
applicable to the
Optionee or deemed by
the Company or the
Employer in their discretion to be an appropriate charge to
the Optionee even if legally applicable to the Company or the
Employer (“Tax-Related
Items”), is and
remains the Optionee’s
responsibility and may
exceed the amount actually
withheld by
the Company or the
Employer, if any. The
Optionee 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 Stock Option, including, but not limited to, the
grant, vesting, exercise and the subsequent sale of
shares of Common Stock acquired pursuant to
such vesting and exercise 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 Stock
Option to reduce or
eliminate
the Optionee’s liability
for Tax-Related Items or achieve
any particular tax result. Further, if
the Optionee 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 Optionee 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 Optionee 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 Optionee’s
wages or other cash
compensation paid to the
Optionee by the
Company and/or the Employer; (ii) withholding from the shares of Common Stock to be delivered upon settlement of the
Stock Option or other awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, if
allowed by the Committee, shares of Common 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 Optionee will receive a refund of any
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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 Common Stock
to be delivered upon
vesting of the Stock
Option, for tax
purposes, the Optionee
is deemed to have been issued
the full number of shares of
Common Stock subject to the Stock
Option, notwithstanding that a number of shares of Common Stock
are held back solely for the purpose of paying the
Tax-
Related Items. The Optionee will have no further rights with respect to
any shares of Common Stock that are retained by
the Company pursuant to this provision.
The Optionee 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
Optionee’s participation in the Plan that cannot be
satisfied
by the means previously described. The
Company may refuse to issue or
deliver shares of Common Stock or
proceeds from the
sale of shares of Common Stock
until arrangements satisfactory to the Company
have been made in
connection with the Tax -Related
Items.
6.
Restrictive
Covenants; Confidential Information.
The Optionee
agrees to cooperate
with the
Company
in any way needed in order to comply
with, or fulfill the terms of the Plan and
this Grant document.
As
a term and condition of this Xxxxx, Optionee 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
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 6.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.
5
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 Grant, termination and
forfeiture of any
unvested or un-exercised Options, and/or required
payment to Company of all or
a portion of
any monetary gains
acquired by Optionee as a result of the Grant, unless the Grant 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.
7.
Nature
of Grant
. In accepting the Stock Option, the Optionee 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 Stock Option is voluntary and
occasional and does not create any contractual
or other
right to receive future
grants of stock options, or benefits in lieu of stock options, even if stock
options
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 Optionee’s
participation in the Plan is voluntary;
(e)
the Stock
Option and the Optionee’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 Optionee’s employment relationship (as otherwise may be permitted
under
local law);
(f)
unless otherwise agreed
with the Company, the Stock Option and any shares of Common Stock acquired
upon vesting and exercise of the Stock Option, and the income from and value of same, are not granted
as consideration for, or in connection with, any service the Optionee may provide as
a director of any of
any Subsidiary or affiliate of the Company;
(g)
the Stock
Option and any shares of Common 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 Common Stock
underlying the Stock
Option is unknown,
indeterminable, and cannot be predicted with
certainty;
(i)
if the underlying
shares of Common Stock do not increase in value, the Stock Option will have no
value;
(j)
upon exercise of
the Stock Option, the value of such shares of Common Stock may increase or decrease
in value, even below the exercise price;
(k)
no
claim or entitlement
to compensation or
damages shall arise
from forfeiture of the
Stock Option
resulting
from termination of the Optionee’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 Stock Option, the
Optionee agrees not to institute any claim against the Company or the Employer;
(l)
the Stock Option
and the rights evidenced by this Agreement do not create any
entitlement not otherwise
specifically provided
for in the Plan to have
the Stock Option transferred to,
or assumed by, another
6
company, nor
to be exchanged,
cashed out or
substituted for, in
connection with any corporate
transaction affecting the shares of Common Stock; and
(m)
neither
the Company nor any of its Subsidiaries
or affiliated companies shall be liable for
any foreign
exchange rate fluctuation between the
Optionee’s local currency and the U.S. dollar that may affect the
value of the Stock
Option or any amounts
due to the
Optionee pursuant to the exercise
of the Stock
Option or
the subsequent sale of
any shares of Common
Stock acquired upon
exercise of the Stock
Option.
8.
Data
Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to
review the information
provided in this
Section 8 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.
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
7
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.
9.
Xxxxxxx Xxxxxxx; Market Abuse
Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s
policy on
xxxxxxx xxxxxxx (to the
extent that it is
applicable to the
Optionee), the Optionee
further acknowledges that,
depending on the Optionee’s or his or her broker’s country of
residence or where the shares of Common Stock are listed,
the Optionee may be
subject to xxxxxxx xxxxxxx restrictions and/or market abuse laws that may affect the Optionee’s ability
to accept, acquire, sell
or otherwise dispose of shares of
Common Stock, rights to shares of
Common Stock (e.g., stock
options) or rights linked
to the value of shares of Common
Stock, during such times the Optionee is
considered to have
“inside information” regarding the Company
as defined by the laws or regulations in the Optionee’s country. Local xxxxxxx
xxxxxxx laws and regulations may
prohibit the cancellation or amendment of orders the Optionee
places before he or she
possessed inside information. Furthermore, the Optionee 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 Optionee 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 Optionee acknowledges that it is
the Optionee’s responsibility to comply with any applicable
restrictions, and that the Optionee should therefore consult the
Optionee’s personal advisor on this matter
10.
11.
Clawback
. This
Award is specifically made subject to the Company’s Executive Compensation Clawback Policy.
Electronic
Delivery
. The Optionee 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 Optionee 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.
12.
English
Language
. The Optionee
acknowledges and agrees that it is
the Optionee’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 Stock
8
Option be drawn up in English. To the extent the Optionee 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.
13.
Addendum
.
Notwithstanding any provisions in this Agreement,
the Stock Option shall be subject
to any special terms
and conditions
set forth in the
Country-Specific Addendum to
this Agreement (the
“Addendum”). Moreover, if the
Optionee transfers to one of the countries
included in such Addendum, the special terms and conditions for such country
will apply to
the Optionee, 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 Optionee’s transfer). The
Addendum constitutes part of this
Agreement.
14.
Not a
Public Offering
. The
award of the Stock Option is not intended to
be a public offering of securities in the Optionee’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
Stock Option 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 Optionee on whether he/she should participate in
the
Plan. Acquiring shares
of Common Stock involves a
degree of risk. Before deciding to
participate in the Plan, the
Optionee should carefully consider all risk
factors relevant to the acquisition of shares of Common Stock under the Plan
and carefully review all of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult
with his/her personal advisor for professional investment
advice.
15.
Repatriation;
Compliance with
Law
. The
Optionee agrees to
repatriate all payments
attributable to the
shares of
Common Stock and/or cash acquired under the Plan in accordance
with applicable foreign exchange rules and regulations
in the Optionee’s
country of employment (and country of residence, if different). In addition, the Optionee 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 Optionee’s
country of employment (and
country of residence, if
different).
Finally, the
Optionee agrees to
take any and all
actions as may be
required to comply
with the Optionee’s personal
obligations under local laws, rules and/or regulations in the
Optionee’s country of employment and country of residence,
if different).
16.
Imposition of Other Requirements.
The Company reserves
the right to impose other requirements
on the Optionee’s
participation in the Plan, on the Stock Option, and on any
shares of Common 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 Optionee to
sign any additional agreements or undertakings that may be necessary to
accomplish the
foregoing
.
17.
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 Stock
Option. 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.
18.
Binding
Effect.
persons lawfully claiming under
the Optionee.
19.
Governing Law
and Forum
.
Without limiting the
effect of section 16,
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.
20.
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.
9
21.
Waiver
.
The waiver by the Company with respect to Optionee’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.
10
GENERAL XXXXX, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[CEO]
PERNR:
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 Stock Option Award Agreement
(“Agreement”). The Optionee: (i)
acknowledges
receipt of a copy of the
Plan and Plan prospectus,
(ii) represents that the Optionee
has carefully read and is
familiar with the
provisions of this Agreement and
the Plan, and (iii) hereby accepts
the Stock Option subject to all
of the
terms and conditions set forth herein, and in the
Plan. If the Optionee does not wish to receive the Stock Option and/or does
not consent and
agree to the terms and conditions on
which the Stock Option is offered, as
set forth in this Agreement and
the Plan, then the Optionee must reject this Award via the
website of the Company’s designated broker, no later than 60 days
following
the Grant Date. If the Optionee rejects
this Award, this Award will
immediately be forfeited and cancelled. The
Optionee’s exercise of this
Award will also constitute the Optionee’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 below Grant Date, is
made by General Xxxxx, Inc., (the "Company"), and made to the person named
above (the "Optionee" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award of Stock
Option
. The Company grants to the Optionee
under the Plan the following non-qualified option to purchase the
Company's common stock,
par value USD 0.10 per share
(“Common Stock”). The option granted pursuant
to this Agreement is
referred to as the “Stock Option” and subject to the terms in this
Agreement. Except as otherwise defined herein, capitalized terms
shall have the
same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting of Stock Option; Forfeiture of Stock
Option.
(c)
Vesting
Schedule
. The Stock
Option shall vest and become exercisable
in tranches, each tranche having its
own 12
month vesting period occurring
consecutively, starting on the Grant
Date.
Tranche
Scheduled Date
Exercisable
(d)
Forfeiture
of Stock
Option
. The
Optionee acknowledges that
the Stock Options
granted hereunder are
subject to
forfeiture, and/or limited
exercise period, if the Optionee’s employment with the Company or any
Subsidiary terminates
under certain circumstances, as herein
provided.
(vi)
Termination
for Cause.
Expiration Date by
a discharge due to Optionee’s illegal activities, poor work performance, misconduct
or violation
of
the Company’s Code of Conduct, policies
or practices, then, to the extent the
Stock Option is vested as of the
Termination Date, those tranches shall expire three (3) months after the
Termination Date (but in no event beyond
the Expiration
Date); and, if
and to the extent the
Stock Option is
not fully vested as
of the Termination Date,
tranches not fully
vested shall for no consideration be
cancelled and forfeited immediately with no
ability to be
exercised. For the
avoidance of doubt, “Termination Date” for purposes of
this Award will be deemed to occur as
of the date Optionee 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.
11
(vii)
Involuntary
Termination.
of the
Company for any reason other than specified in Plan Section 11, or (i), (iv) or (v) herein, and
only upon the
execution (without
revoking) of an effective general legal release and such
other documents as are satisfactory to
the Company, and (A) to the extent these Stock Options are already exercisable
on the Termination Date, they shall
remain exercisable for
the lesser of one year from the date of termination, or until the Expiration
Date; and/or (B)
to the
extent these Stock Options are not yet exercisable on
the Termination Date, then the tranche with a Scheduled
Date Exercisable within 12 months of the Termination Date, shall become
exercisable as of the Termination Date,
in a pro-rata amount
based on actual employment completed during the relevant 12 month
tranche vesting
period,
with such newly-exercisable
Stock Options remaining exercisable for one year from the
Termination Date. Stock
Options that do not
become exercisable based on the previous provisions
shall be forfeited as of the Termination
Date.
(viii)
Death.
any applicable
vesting period, this
Award shall become
fully vested and
exercisable upon death
and may be
exercised by
the person designated
as such Optionee’s
beneficiary or beneficiaries
or, in the absence
of such
designation, by the Optionee’s estate.
The Stock Option shall remain exercisable until the Expiration Date.
(ix)
Retirement.
as of each tranche’s
Scheduled Date Exercisable, exercise these Stock Options until the
Expiration Date. If the
Participant retires before age 62 but after age 55, (A) any tranche not
already exercisable on the Termination Date
shall either become exercisable if its respective Scheduled Date
Exercisable is within 12 months of the
Termination Date, and remain so until the Expiration Date, in a pro-rata
amount based on actual employment
completed during the tranche’s 12 month
vesting period, or be forfeited if the tranche’s Scheduled Date
Exercisable is more than 12 months from the Termination Date; and (B) if any
tranches are exercisable they shall
remain exercisable until the Expiration
Date.
(x)
Spin-offs
and Other Divestitures.
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
the Stock Option.
3.
Exercise of the Option.
(d)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock
Option (provided the Fair Market Value of
the shares of Common
Stock exercised exceeds the exercise price) prior to the Expiration Date of
the Stock Option by
delivering
a notice of exercise in such
form as may be designated by
the Company from time to time,
or making the
required electronic election with the
Company’s designated broker, and paying the exercise price and any
Tax -Related
Items (as
defined in section 5 below) and costs to the
Company’s stock plan administrator or such other person as the
Company may designate,
together with such additional documents as
the Company may then require pursuant
to the
terms of the Plan.
(e)
Method
of Payment
. Payment of the exercise price may
be made by one of the methods available under the Company’s
exercise procedures, which may include:
(iv)
Payment by cash
or
check.
(v)
Payment
by transfer to the Company of
whole shares of Common Stock Optionee
already owns having a Fair
Market Value determined
at the time of exercise of
the Stock Option equal to, but
not exceeding, the exercise
price and any Tax-Related Items; and
(vi)
A “same day
sale” transaction pursuant to which a third party (engaged by you or the
Company) loans funds to
you to
enable you to purchase shares of Common Stock and
pay any Tax-Related Items, and then sells a sufficient
number of the exercised shares
of Common Stock on your behalf to enable you
to repay the loan and any fees.
The remaining shares of Common Stock and/or cash are then delivered by the
third party to the Optionee.
The Company may suspend,
or eliminate, various forms of permissible payment
of the exercise price from time to time
in its sole
discretion. Further, notwithstanding any provision within
this Agreement to the contrary, if
the Optionee is a
resident or provides services outside of the United States, the Committee
may require that the Optionee (or in the event of
the Optionee’s death,
his or her legal representative, as the case may be) exercise the Stock Option in a method other than
as specified above, may require
the Optionee to exercise the Stock Option only by means of a “same day sale” transaction
(either a “sell-all”
transaction or a “sell-to-cover” transaction) as
it determines in its sole discretion,
or may require the
Optionee to sell
any shares of Common Stock the
Optionee acquires under the Plan immediately
or within a specified
12
period following the Optionee’s termination of employment with the
Company or any Subsidiary or affiliated companies
(in which case, the Optionee hereby agrees that the Company shall have the authority
to issue sale instructions in relation
to such shares on the Optionee’s
behalf).
(f)
Responsibility
for Exercise.
The Optionee is responsible for taking any and all actions as
may be required to exercise
the Stock Option in a timely manner and for properly executing any such documents as may be required for
exercise in
accordance with such rules and
procedures as may be established from time to time.
The Optionee acknowledges that
information regarding the procedures and requirements for the exercise of the Stock
Option is available to the Optionee
on request. Neither the Company nor any
Subsidiary or affiliated companies shall have any duty or obligation to notify
you of the Expiration Date of the
Option.
4.
Non-Transferability.
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 Stock Option or of such rights contrary to
the provisions hereof or in the Plan, the Stock
Option and such rights shall immediately become null and void.
5.
Withholding
of Tax
.
The Optionee acknowledges
that, regardless of
any action taken by
the Company or, if
different, the
Subsidiary or
affiliated company that
employs the Optionee
(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
Optionee’s participation
in the Plan and legally applicable
to the Optionee or deemed by
the Company or the Employer in their
discretion to be an
appropriate charge to the Optionee even if
legally applicable to the Company or the
Employer (“Tax-Related
Items”), is
and remains the
Optionee’s responsibility and
may exceed the amount
actually withheld by
the Company or the
Employer, if
any. The Optionee
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 Stock Option, including, but
not limited to, the grant,
vesting, exercise and the subsequent sale of shares of
Common Stock acquired pursuant to such vesting
and exercise 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
Stock Option to reduce
or eliminate the
Optionee’s liability for
Tax-Related Items or
achieve any
particular tax result. Further, if the
Optionee 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 Optionee 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 Optionee 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 Optionee’s wages or other
cash compensation paid to the Optionee
by the Company and/or the Employer;
(ii) withholding from the shares of Common Stock to be delivered
upon settlement of the Stock Option or other awards granted to
the Optionee
or (iii) permitting the Optionee to tender to the
Company cash or, if allowed by the Committee,
shares of Common
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 Optionee 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
Common Stock to be delivered upon vesting of the Stock
Option, for tax purposes, the Optionee is deemed to have been issued the
full
number of shares of Common Stock subject to the Stock
Option, notwithstanding that a number of shares of Common Stock
are held back solely for the purpose of paying the Tax -Related Items. The
Optionee will have no further rights with respect to any
shares of Common Stock that are retained by the Company
pursuant to this provision.
The Optionee 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
Optionee’s participation in the Plan that
cannot be satisfied by the
means previously described.
The Company may refuse to issue or
deliver shares of Common Stock or
proceeds from the sale of
shares of
Common Stock until
arrangements satisfactory to
the Company have been
made in connection
with the Tax-Related
Items.
6.
Restrictive Covenants; Confidential
Information
. The Optionee agrees to cooperate with the Company in any way needed in
order to comply with, or fulfill the terms of the Plan and this Grant
document. As a term and condition of this Grant, Optionee
agrees to the following
terms:
13
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 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 6.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.
A breach
of the obligations set forth in this paragraph may
result in the rescission of the Grant, termination and
forfeiture of any
unvested or
un-exercised Options, and/or required payment
to Company of all or
a portion of
any monetary gains acquired by
Optionee as a result of
the Xxxxx, unless the Grant 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
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(n)
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);
(o)
the
grant of the Stock Option is
voluntary and occasional and does not
create any contractual or other right to
receive future grants of stock
options, or benefits in lieu of stock options, even if stock
options or other awards
have been granted in the past;
14
(p)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(q)
the Optionee’s
participation in the Plan is voluntary;
(r)
the
Stock Option and the
Optionee’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 Optionee’s employment
relationship (as otherwise may be permitted under local law);
(s)
unless otherwise
agreed with the Company, the Stock Option and
any shares of Common Stock acquired upon
vesting and exercise of the
Stock Option, and the income from and value of
same, are not granted as consideration
for, or in connection with, any service the Optionee
may provide as a director of any of any Subsidiary or affiliate
of the Company;
(t)
the Stock
Option and any shares of Common 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;
(u)
the
future value of the shares of Common
Stock underlying the Stock Option is
unknown, indeterminable, and
cannot be predicted with
certainty;
(v)
if the
underlying shares of Common Stock do not increase in value, the Stock Option will have no
value;
(w)
upon exercise of
the Stock Option, the value of such shares of Common Stock may increase or decrease in value,
even below the exercise price;
(x)
no claim
or entitlement to compensation or damages shall arise from forfeiture of
the Stock Option resulting from
termination of the Optionee’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 Stock Option, the
Optionee agrees not to institute any
claim against the Company or the Employer;
(y)
the
Stock Option 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 Stock
Option 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
Common Stock; and
(z)
neither the
Company nor any of its Subsidiaries or affiliated companies shall be liable for any
foreign exchange
rate fluctuation between the
Optionee’s local currency and the U.S. dollar that may affect the value of the Stock
Option or any amounts due
to the Optionee pursuant to the exercise of the
Stock Option or the subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock
Option.
8.
Data
Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review the information
provided
in this Section 8 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
15
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 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
16
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.
9.
Xxxxxxx Xxxxxxx; Market Abuse
Laws
. By participating in the
Plan, the Optionee agrees to comply with the
Company’s policy
on
xxxxxxx xxxxxxx (to the extent that
it is applicable to the Optionee),
the Optionee further acknowledges that, depending
on the
Optionee’s or his or
her broker’s country of residence or where the shares of Common Stock
are listed, the Optionee may be subject
to xxxxxxx xxxxxxx restrictions and/or
market abuse laws that may affect the Optionee’s ability to
accept, acquire, sell or otherwise
dispose of shares of Common
Stock, rights to shares of Common Stock (e.g., stock options) or rights linked to
the value of shares
of Common
Stock, during such times the Optionee is considered to
have “inside information” regarding the Company as defined
by the laws
or regulations in the
Optionee’s country. Local xxxxxxx xxxxxxx
laws and regulations may prohibit the
cancellation or
amendment of
orders the Optionee
places before he or
she possessed inside
information. Furthermore, the
Optionee 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
Optionee 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 Optionee
acknowledges that it is the Optionee’s responsibility to comply
with any applicable restrictions, and that the Optionee should
therefore consult the Optionee’s personal advisor on this
matter
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policy.
Electronic
Delivery
. The Optionee 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 Optionee 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.
12.
English
Language
. The Optionee
acknowledges and agrees that it is
the Optionee’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 Stock Option be drawn
up
in English. To the extent the
Optionee 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.
13.
Addendum
.
Notwithstanding any
provisions in this
Agreement, the Stock
Option shall be
subject to any special
terms and
conditions set forth in
the Country-Specific Addendum to this Agreement (the “Addendum”).
Moreover, if the Optionee transfers
to one of
the countries included in such Addendum, the special terms and conditions for
such country will apply to the Optionee,
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 Optionee’s transfer). The
Addendum constitutes part of this Agreement.
14.
Not a Public
Offering
. The award of the Stock Option
is not intended to be a public offering of securities in
the Optionee’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 Stock Option 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
Optionee on whether he/she should participate in the Plan. Acquiring
shares of Common Stock
involves a degree of risk. Before deciding to participate
in the Plan, the Optionee should carefully consider all risk factors relevant
to the acquisition
of shares of Common Stock under the Plan and carefully review all
of the materials related to the Stock Option
and the Plan. In addition, the Optionee should consult with his/her
personal advisor for professional investment advice.
15.
Repatriation; Compliance with
Law
. The Optionee agrees to repatriate all payments attributable to the shares of Common Stock
and/or cash acquired under the Plan in accordance
with applicable foreign exchange rules and regulations in the Optionee’s country
of employment (and country of residence, if different). In addition, the Optionee
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 Optionee’s
17
country of employment
(and country of residence, if different). Finally, the Optionee agrees to take
any and all actions as may be
required to comply with
the Optionee’s personal obligations under
local laws, rules and/or regulations in the
Optionee’s country
of employment and country of residence, if different).
16.
Imposition of Other Requirements.
The Company reserves the right to impose
other requirements on the Optionee’s participation
in the
Plan, on the Stock
Option, and on any
shares of Common 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 Optionee
to sign any additional
agreements or undertakings that may be necessary to accomplish
the
foregoing
.
17.
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
Stock Option. 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.
18.
Binding
Effect.
lawfully claiming under the Optionee.
19.
Governing Law and
Forum
. Without limiting
the effect of section 16, 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.
20.
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.
21.
Waiver
.
The waiver by the Company with respect to Optionee’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.
