JABIL CIRCUIT, INC. TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (TBRSU NON)
Exhibit 10.5
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made as of (the “Grant Date”)
between JABIL CIRCUIT, INC. a Delaware corporation (the “Company”) and (the
“Grantee”).
Background Information
A. The Board of Directors (the “Board”) and stockholders of the Company previously adopted the
Jabil Circuit, Inc. 2011 Stock Award and Incentive Plan (the “Plan”).
B. Section 8 of the Plan provides that the Administrator shall have the discretion and right
to grant Stock Awards, including Stock Awards denominated in units representing rights to receive
shares, to any Employees or Consultants or Non-Employee Directors, subject to the terms and
conditions of the Plan and any additional terms provided by the Administrator. The Administrator
has made a Stock Award grant denominated in units to the Grantee as of the Grant Date pursuant to
the terms of the Plan and this Agreement.
C. The Grantee desires to accept the Stock Award grant and agrees to be bound by the terms and
conditions of the Plan and this Agreement.
D. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Agreement.
Agreement
1. Restricted Stock Units. Subject to the terms and conditions provided in this
Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the
“Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to
receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in
accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a
stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted
Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted
Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in
accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration
for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the
Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this
Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s
Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain
circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock
delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies
regulating trading by Employees or Consultants or Non-Employee Directors, including any applicable
“blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares
delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, and
(v) any entitlement to dividend equivalents will be in
accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest
in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance
with the provisions of Sections 2 and 3 of this Agreement.
2. Vesting. Except as may be otherwise provided in Section 3 or Section 6 of this
Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be
determined in accordance with this Section 2. The Grantee’s rights and interest in the Restricted
Stock Units shall become vested and non-forfeitable at the rate of [VESTING REQUIREMENT FOR EACH
PROPOSED GRANTEE TO BE SPECIFIED IN THE EQUITY GRANT SCHEDULE], provided that in all instances the
Grantee is an Employee of, or Consultant to, or Non-Employee Director of, the Company or a
Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2 is
referred to herein as a “Stated Vesting Date.”
3. Change in Control. In the event of a Change in Control, any portion of the
Restricted Stock Units that is not yet vested on the date such Change in Control is determined to
have occurred:
(a) shall become fully vested on the first anniversary of the date of such Change in
Control (the “Change in Control Anniversary”) if the Grantee’s Continuous Status as an
Employee or Consultant or Non-Employee Director does not terminate prior to the Change in
Control Anniversary;
(b) shall become fully vested on the Date of Termination if the Grantee’s Continuous
Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change
in Control Anniversary as a result of termination by the Company without Cause or
resignation by the Grantee for Good Reason; or
(c) shall not become fully vested if the Grantee’s Continuous Status as an Employee or
Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as
a result of termination by the Company for Cause or resignation by the Grantee without Good
Reason, but only to the extent such Restricted Stock Units have not previously become
vested.
This Section 3 shall supersede the standard vesting provision contained in Section 2 of this
Agreement only to the extent that it results in accelerated vesting of the Restricted Stock Units,
and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units that
otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision
contained in Section 2 of this Agreement
For purposes of this Section 3, the following definitions shall apply:
(d) “Cause” means:
(i) The Grantee’s conviction of a crime involving fraud or dishonesty; or
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(ii) The Grantee’s continued willful or reckless material misconduct in the
performance of the Grantee’s duties after receipt of written notice from the Company
concerning such misconduct;
provided, however, that for purposes of Section 3(d)(ii), Cause shall not include
any one or more of the following: bad judgment, negligence or any act or omission
believed by the Grantee in good faith to have been in or not opposed to the interest
of the Company (without intent of the Grantee to gain, directly or indirectly, a
profit to which the Grantee was not legally entitled).
(e) “Good Reason” means:
(i) The assignment to the Grantee of any duties adverse to the Grantee and
materially inconsistent with the Grantee’s position (including status, titles and
reporting requirement), authority, duties or responsibilities, or any other action
by the Company that results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated, insubstantial
and inadvertent action that is not taken in bad faith;
(ii) Any material reduction in the Grantee’s compensation; or
(iii) Change in location of the Grantee’s assigned office of more than 35 miles
without prior consent of the Grantee.
The Grantee’s resignation will not constitute a resignation for Good Reason unless
the Grantee first provides written notice to the Company of the existence of the
Good Reason within 90 days following the effective date of the occurrence of the
Good Reason, and the Good Reason remains uncorrected by the Company for more than 30
days following receipt of such written notice of the Good Reason from the Grantee to
the Company, and the effective date of the Grantee’s resignation is within one year
following the effective date of the occurrence of the Good Reason.
4. Timing and Manner of Settlement of Restricted Stock Units.
(a) Settlement Timing. Unless and until the Restricted Stock Units become vested and
non-forfeitable in accordance with Section 2, Section 3 or Section 6 of this Agreement, the Grantee
will have no right to settlement of any such Restricted Stock Units. Restricted Stock Units will
be settled under this Section 4 by the Company delivering to the Grantee (or his beneficiary in the
event of death) a number of Shares equal to the number of Restricted Stock Units that have become
vested and non-forfeitable and are to be settled at the applicable settlement date. In the case of
Restricted Stock Units that become vested and non-forfeitable at a Stated Vesting Date in
accordance with Section 2 of this Agreement, such Restricted Stock Units will be settled at a date
(the “Stated Settlement Date”) that is as prompt as practicable after the Stated Vesting Date but
in no event later than two and one-half (2-1/2) months after such Stated Vesting Date (settlement
that is prompt but in no event later than two and one-half (2-1/2) months after the applicable
vesting date is referred to herein as “Prompt Settlement”). The
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settlement of Restricted Stock Units that become vested and non-forfeitable in circumstances
governed by Section 3 or Section 6 will be as follows:
(i) Restricted Stock Units that do not constitute a deferral of compensation under Code
Section 409A will be settled as follows:
(A) Restricted Stock Units that become vested in accordance with Section 6(a)
(due to the Grantee’s death) will be settled within the period extending to not
later than two and one-half (2-1/2) months after the later of the end of calendar
year or the end of the Company’s fiscal year in which death occurred;
(B) Restricted Stock Units that become vested in accordance with Section 6(b)
(due to the Grantee’s termination due to Disability) will be settled in a Prompt
Settlement following termination of the Grantee’s Continuous Status as an Employee
or Consultant or Non-Employee Director; and
(C) Restricted Stock Units that become vested in accordance with Section 3(a)
(on the Change in Control Anniversary) or Section 3(b) (during the year following a
Change in Control) will be settled in a Prompt Settlement following the applicable
vesting date under Section 3(a) or 3(b).
(ii) Restricted Stock Units that constitute a deferral of compensation under Code
Section 409A (“000X XXXx”) will be settled as follows:
(A) 000X XXXx that become vested in accordance with Section 6(a) (due to the
Grantee’s death) will be settled on the 30th day after the date of the
Grantee’s death;
(B) 000X XXXx that become vested in accordance with Section 6(b) (due to the
Grantee’s termination due to Disability) will be settled in a Prompt Settlement
following termination of the Grantee’s Continuous Status as an Employee or
Consultant or Non-Employee Director, subject to Section 9(b) (including the
six-month delay rule); and
(C) 000X XXXx that become vested in accordance with Section 3(a) (on the Change
in Control Anniversary), if in connection with the Change in Control there occurred
a change in the ownership of the Company, a change in effective control of the
Company, or a change in the ownership of a substantial portion of the assets of the
Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “409A Change in
Control”), will be settled in a Prompt Settlement following the first anniversary of
the 409A Change in Control, and if there occurred no 409A Change in Control in
connection with the Change in Control, such 000X XXXx will be settled in a Prompt
Settlement following the earliest of the applicable Stated Vesting Date, one year
after a 409A Change in Control not related to the Change in Control or the
termination of the Grantee’s Continuous Status as an Employee or Consultant or
Non-Employee Director, subject to
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Section 9(b) (including the six-month delay rule); and
(D) 000X XXXx that become vested in accordance with Section 3(b) (during the
year following a Change in Control) will be settled in a Prompt Settlement following
termination of the Grantee’s Continuous Status as an Employee or Consultant or
Non-Employee Director, subject to Section 9(b) (including the six-month delay rule).
(b) Manner of Settlement. The Company may make delivery of Shares of Common Stock in
settlement of Restricted Stock Units by either delivering one or more certificates representing
such Shares to the Grantee (or his beneficiary in the event of death), registered in the name of
the Grantee (and any joint name, if so directed by the Grantee), or by depositing such Shares into
a stock brokerage account maintained for the Grantee (or of which the Grantee is a joint owner,
with the consent of the Grantee). If the Company determines to settle Restricted Stock Units by
making a deposit of Shares into such an account, the Company may settle any fractional Restricted
Stock Unit by means of such deposit. In other circumstances or if so determined by the Company,
the Company shall instead pay cash in lieu of any fractional Share, on such basis as the
Administrator may determine. In no event will the Company issue fractional Shares.
(c) Effect of Settlement. Neither the Grantee nor any of the Grantee’s successors,
heirs, assigns or personal representatives shall have any further rights or interests in any
Restricted Stock Units that have been paid and settled. Although a settlement date or range of
dates for settlement are specified above in order to comply with Code Section 409A, the Company
retains discretion to determine the settlement date, and no Grantee or beneficiary of a Grantee
shall have any claim for damages or loss by virtue of the fact that the market price of Common
Stock was higher on a given date upon which settlement could have been made as compared to the
market price on or after the actual settlement date (any claim relating to settlement will be
limited to a claim for delivery of Shares and related dividend equivalents).
5. Restrictions on Transfer. The Grantee shall not have the right to make or permit
to occur any transfer, assignment, pledge, hypothecation or encumbrance of all or any portion of
the Restricted Stock Units, related rights to dividend equivalents or any other rights relating
thereto, whether outright or as security, with or without consideration, voluntary or involuntary,
and the Restricted Stock Units, related rights to dividend equivalents and other rights relating
thereto, shall not be subject to execution, attachment, lien, or similar process; provided,
however, the Grantee will be entitled to designate a beneficiary or beneficiaries to receive any
settlement in respect of the Restricted Stock Units upon the death of the Grantee, in the manner
and to the extent permitted by the Administrator. Any purported transfer or other transaction not
permitted under this Section 5 shall be deemed null and void.
6. Forfeiture. Except as may be otherwise provided in this Section 6, the Grantee
shall forfeit all of his rights and interest in the Restricted Stock Units and related dividend
equivalents if his Continuous Status as an Employee or Consultant or Non-Employee Director
terminates for any reason before the Restricted Stock Units become vested in accordance with
Section 2 or Section 3 of this Agreement.
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(a) Death. In the event that the Grantee’s Continuous Status as an Employee or
Consultant or Non-Employee Director terminates due to death at a time that any of the Grantee’s
Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be forfeited but
instead shall become fully vested at the date of death.
(b) Disability. In the event that the Grantee’s Continuous Status as an Employee or
Consultant or Non-Employee Director terminates due to Disability at a time that any of the
Grantee’s Restricted Stock Units have not yet vested, such Restricted Stock Units shall not be
forfeited but instead shall become fully vested at the date of termination, provided that such
accelerated vesting will only apply if the Grantee executes the agreement, if any, required under
Section 6(c).
(c) Execution of Separation Agreement and Release. Unless otherwise determined by the
Administrator, as a condition to the accelerated vesting of Restricted Stock Units under Section
6(b), the Grantee shall be required to execute a separation agreement and release, in a form
prescribed by the Administrator, setting forth covenants relating to noncompetition,
nonsolicitation, nondisparagement, confidentiality and similar covenants for the protection of the
Company’s business, and releasing the Company from liability in connection with the Grantee’s
termination. Such agreement shall provide for the forfeiture and/or clawback of the Restricted
Stock Units subject to Section 6(b), and the Shares of Common Stock issued or issuable in
settlement of the Restricted Stock Units, and related dividend equivalents and any other related
rights, in the event of the Grantee’s failure to comply with the terms of such agreement. The
Administrator will provide the form of such agreement to the Grantee at the date of termination,
and the Grantee must execute and return such form within the period specified by law or, if no such
period is specified, within 21 days after receipt of the form of agreement, and not revoke such
agreement within any permitted revocation period (the end of these periods being the “Agreement
Effectiveness Deadline”). If any Restricted Stock Units subject to Section 6(b) or related rights
would be required to be settled before the Agreement Effectiveness Deadline, the settlement shall
not be delayed pending the receipt and effectiveness of the agreement, but any such Restricted
Stock Units or related rights settled before such receipt and effectiveness shall be subject to a
“clawback” (repaying to the Company the Shares and cash paid upon settlement) in the event that the
agreement is not received and effective and not revoked by the Agreement Effectiveness Deadline.
7. Dividend Equivalents; Adjustments.
(a) Dividend Equivalents. During the period beginning on the Grant Date and ending on
the date that Shares are issued in settlement of a Restricted Stock Unit, the Grantee will accrue
dividend equivalents on Restricted Stock Units equal to the cash dividend or distribution that
would have been paid on the Restricted Stock Unit had the Restricted Stock Unit been an issued and
outstanding Share of Common Stock on the record date for the dividend or distribution. Such
accrued dividend equivalents (i) will vest and become payable upon the same terms and at the same
time of settlement as the Restricted Stock Units to which they relate, and (ii) will be denominated
and payable solely in cash. Dividend equivalent payments, at settlement, will be net of applicable
federal, state, local and foreign income and social insurance withholding taxes (subject to Section
8).
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(b) Adjustments. The number of Restricted Stock Units credited to the Grantee shall
be subject to adjustment by the Company, in accordance with Section 13 of the Plan, in order to
preserve without enlarging the Grantee’s rights with respect to such Restricted Stock Units. Any
such adjustment shall be made taking into account any crediting of cash dividend equivalents to the
Grantee under Section 7(a) in connection with such transaction or event. In the case of an
extraordinary cash dividend, the Administrator may determine to adjust the Grantee’s Restricted
Stock Units under this Section 7(b) in lieu of crediting cash dividend equivalents under Section
7(a). Restricted Stock Units credited to the Grantee as a result of an adjustment shall be subject
to the same forfeiture and settlement terms as applied to the related Restricted Stock Units prior
to the adjustment.
8. Responsibility for Taxes and Withholding. Regardless of any action the Company,
any of its Subsidiaries and/or the Grantee’s employer takes with respect to any or all income tax,
social insurance, payroll tax, payment on account or other tax-related items related to the
Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”),
the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the
Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its
affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no
representations or undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of the Restricted Stock Units, including, but not limited to, the grant or vesting of
the Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired pursuant
to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not
commit to and are under no obligation to structure the terms of any award to reduce or eliminate
the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if
the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the
date of any relevant taxable event, the Grantee acknowledges that the Company and/or its
Subsidiaries may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or
make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all
Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, 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:
(a) withholding from the Grantee’s wages or other cash compensation paid to the
Grantee by the Company and/or its Subsidiaries; or
(b) withholding from proceeds of the Shares acquired following settlement either
through a voluntary sale or through a mandatory sale arranged by the Company (on the
Grantee’s behalf pursuant to this authorization); or
(c) withholding in Shares to be delivered upon settlement; or
(d) withholding from dividend equivalent payments (payable in cash) related to the
Shares to be delivered at settlement.
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To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account
for Tax-Related Items by considering applicable minimum statutory withholding amounts or other
applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding
in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares
attributable to the awarded Restricted Stock Units, notwithstanding that a number of Shares are
held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of
the Grantee’s participation in the Plan.
Finally, the Grantee shall pay to the Company and/or its Subsidiaries any amount of
Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account
for as a result of the Grantee’s participation in the Plan that are not satisfied by the means
previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the
sale of Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with
the Tax-Related Items.
9. Code Section 409A.
(a) General. Payments made pursuant to this Agreement are intended to be exempt from
Section 409A of the Code or to otherwise comply with Section 409A of the Code. Accordingly, other
provisions of the Plan or this Agreement notwithstanding, the provisions of this Section 9 will
apply in order that the Restricted Stock Units, and related dividend equivalents and any other
related rights, will be exempt from or otherwise comply with Code Section 409A. In addition, the
Company reserves the right, to the extent the Company deems necessary or advisable in its sole
discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all
Restricted Stock Units, and related dividend equivalents and any other related rights, are exempt
from or otherwise have terms that comply, and in operation comply, with Code Section 409A
(including, without limitation, the avoidance of penalties thereunder). Other provisions of the
Plan and this Agreement notwithstanding, the Company makes no representations that the Restricted
Stock Units, and related dividend equivalents and any other related rights, will be exempt from or
avoid any penalties that may apply under Code Section 409A, makes no undertaking to preclude Code
Section 409A from applying to the Restricted Stock Units and related dividend equivalents and any
other related rights, and will not indemnify or provide a gross up payment to a Grantee (or his
beneficiary) for any taxes, interest or penalties imposed under Code Section 409A.
(b) Restrictions on 409A RSUs. In the case of any 409A RSUs, the following
restrictions will apply:
(i) Separation from Service. Any payment in settlement of the 000X XXXx that
is triggered by a termination of Continuous Status as an Employee or Consultant or
Non-Employee Director (or other termination of employment) hereunder will occur only if the
Grantee has had a “separation from service” within the meaning of Treasury Regulation §
1.409A-1(h), with such separation from service treated as the termination for purposes of
determining the timing of any settlement based on such termination.
(ii) Six-Month Delay Rule. The “six-month delay rule” will apply to 000X XXXx
if these four conditions are met:
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(A) the Grantee has a separation from service (within the meaning of Treasury
Regulation § 1.409A-1(h)) for a reason other than death;
(B) a payment in settlement is triggered by such separation from service; and
(C) the Grantee is a “specified employee” under Code Section 409A.
If it applies, the six-month delay rule will delay a settlement of 000X XXXx triggered by
separation from service where the settlement otherwise would occur within six months after
the separation from service, subject to the following:
(D) any delayed payment shall be made on the date six months and one day after
separation from service;
(E) during the six-month delay period, accelerated settlement will be permitted
in the event of the Grantee’s death and for no other reason (including no
acceleration upon a Change in Control) except to the extent permitted under Code
Section 409A; and
(F) any settlement that is not triggered by a separation from service, or is
triggered by a separation from service but would be made more than six months after
separation (without applying this six-month delay rule), shall be unaffected by the
six-month delay rule.
(c) Other Compliance Provisions. The following provisions apply to Restricted Stock
Units:
(i) Each tranche of Restricted Stock Units (including dividend equivalents accrued
thereon) that is scheduled to vest at a separate Stated Vesting Date under Section 2 shall
be deemed a separate payment for purposes of Code Section 409A.
(ii) The settlement of 000X XXXx may not be accelerated by the Company except to the
extent permitted under Code Section 409A. The Company may, however, accelerate vesting
(i.e., may waive the risk of forfeiture tied to termination of the Grantee’s Continuous
Status as an Employee or Consultant or Non-Employee Director) of 409A RSUs, without changing
the settlement terms of such 409A RSUs.
(iii) It is understood that Good Reason for purposes of this Agreement is limited to
circumstances that qualify under Treasury Regulation § 1.409A-1(n)(2).
(iv) Any restriction imposed on 000X XXXx hereunder or under the terms of other
documents solely to ensure compliance with Code Section 409A shall not be applied to a
Restricted Stock Unit that is not a 000X XXX except to the extent necessary to preserve the
status of such Restricted Stock Unit as not being a “deferral of compensation” under Code
Section 409A.
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(v) If any mandatory term required for 000X XXXx or other RSUs, or related dividend
equivalents or other related rights, to avoid tax penalties under Code Section 409A is not
otherwise explicitly provided under this document or other applicable documents, such term
is hereby incorporated by reference and fully applicable as though set forth at length
herein.
(vi) In the case of any settlement of Restricted Stock Units during a specified period
following the Stated Vesting Date or other date triggering a right to settlement, the
Grantee shall have no influence on any determination as to the tax year in which the
settlement will be made.
(vii) In the case of any Restricted Stock Unit that is not a 000X XXX, if the
circumstances arise constituting a Disability but termination of the Grantee’s Continuous
Status as an Employee or Consultant or Non-Employee Director has not in fact resulted
immediately without an election by the Grantee, then only the Company or a Subsidiary may
elect to terminate the Grantee’s Continuous Status as an Employee or Consultant or
Non-Employee Director due to such Disability.
(viii) If the Company has a right of setoff that could apply to a 000X XXX, such right
may only be exercised at the time the 000X XXX would have been settled, and may be exercised
only as a setoff against an obligation that arose not more than 30 days before and within
the same year as the settlement date if application of such setoff right against an earlier
obligation would not be permitted under Code Section 409A.
10. No Effect on Employment or Rights under the Plan. Nothing in the Plan or this
Agreement shall confer upon the Grantee the right to continue in the employment of the Company or
any Subsidiary or affect any right which the Company or any Subsidiary may have to terminate the
employment of the Grantee regardless of the effect of such termination of employment on the rights
of the Grantee under the Plan or this Agreement. If the Grantee’s employment is terminated for any
reason whatsoever (and whether lawful or otherwise), he will not be entitled to claim any
compensation for or in respect of any consequent diminution or extinction of his rights or benefits
(actual or prospective) under this Agreement or any Award or otherwise in connection with the Plan.
The rights and obligations of the Grantee under the terms of his employment with the Company or any
Subsidiary will not be affected by his participation in the Plan or this Agreement, and neither the
Plan nor this Agreement form part of any contract of employment between the Grantee and the Company
or any Subsidiary. The granting of Awards under the Plan is entirely at the discretion of the
Administrator, and the Grantee shall not in any circumstances have any right to be granted an
Award.
11. Governing Laws. This Agreement shall be construed and enforced in accordance with
the laws of the State of Florida.
12. Successors; Severability; Entire Agreement; Headings. This Agreement shall inure
to the benefit of, and be binding upon, the Company and the Grantee and their heirs, legal
representatives, successors and permitted assigns. In the event that any one or more of the
provisions or portion thereof contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, the same shall not invalidate or otherwise affect
any other provisions of this Agreement, and this Agreement shall be construed as if the invalid,
illegal or
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unenforceable provision or portion thereof had never been contained herein. Subject to the terms
and conditions of the Plan and any rules adopted by the Company or the Administrator and applicable
to this Agreement, which are incorporated herein by reference, this Agreement expresses the entire
understanding and agreement of the parties hereto with respect to such terms, restrictions and
limitations. Section headings used herein are for convenience of reference only and shall not be
considered in construing this Agreement.
13. Grantee Acknowledgements and Consents.
(a) Grantee Consent. By accepting this Agreement electronically, the Grantee
voluntarily acknowledges and consents to the collection, use, processing and transfer of personal
data as described in this Section 13(a). The Grantee is not obliged to consent to such collection,
use, processing and transfer of personal data; however, failure to provide the consent may affect
the Grantee’s ability to participate in the Plan. The Company and its subsidiaries hold, for the
purpose of managing and administering the Plan, certain personal information about the Grantee,
including the Grantee’s name, home address and telephone number, date of birth, social security
number or other Grantee identification number, salary, nationality, job title, any shares of stock
or directorships held in the Company, and details of all options or any other entitlement to Shares
of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in the Grantee’s
favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as
necessary for the purpose of implementation, administration and management of the Grantee’s
participation in the Plan and the Company and/or any of its subsidiaries may each further transfer
Data to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area, or
elsewhere throughout the world, in countries that may have different data privacy laws and
protections than the Grantee’s country, such as the United States. By accepting this Agreement
electronically, the Grantee authorizes them to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and managing the
Grantee’s participation in the Plan, including any requisite transfer of such Data as may be
required for the administration of the Plan and/or the subsequent holding of Shares on the
Grantee’s behalf to a broker or other third party with whom the Grantee may elect to deposit any
Shares acquired pursuant to the Plan. The Grantee may, at any time, review Data, require any
necessary amendments to it or withdraw the consents herein in writing by contacting the
Administrator; however, withdrawing consent may affect the Grantee’s ability to participate in the
Plan.
(b) Voluntary Participation. The Grantee’s participation in the Plan is voluntary.
The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise
expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the
Restricted Stock Units are not part of normal or expected compensation for purposes of calculating
any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.
(c) Electronic Delivery and Acceptance. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY,
THE GRANTEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND
OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE
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“PLAN DOCUMENTS”). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO THE GRANTEE
BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC
DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. BY ACCEPTING THIS AGREEMENT
ELECTRONICALLY, THE GRANTEE CONSENTS AND AGREES THAT SUCH PROCEDURES AND DELIVERY MAY BE EFFECTED
BY A BROKER OR THIRD PARTY ENGAGED BY THE COMPANY TO PROVIDE ADMINISTRATIVE SERVICES RELATED TO THE
PLAN. BY ACCEPTING THIS AGREEMENT ELECTRONICALLY, THE GRANTEE HEREBY CONSENTS TO ANY AND ALL
PROCEDURES THE COMPANY HAS ESTABLISHED OR MAY ESTABLISH FOR ANY ELECTRONIC SIGNATURE SYSTEM FOR
DELIVERY AND ACCEPTANCE OF ANY PLAN DOCUMENTS, INCLUDING THIS AGREEMENT, THAT THE COMPANY MAY ELECT
TO DELIVER AND AGREES THAT HIS ELECTRONIC SIGNATURE IS THE SAME AS, AND WILL HAVE THE SAME FORCE
AND EFFECT AS, HIS MANUAL SIGNATURE. THE COMPANY WILL SEND TO THE GRANTEE AN E-MAIL ANNOUNCEMENT
WHEN THE PLAN DOCUMENTS ARE AVAILABLE ELECTRONICALLY FOR THE GRANTEE’S REVIEW, DOWNLOAD OR PRINTING
AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENTS CAN BE FOUND. UNLESS OTHERWISE SPECIFIED
IN WRITING BY THE COMPANY, THE GRANTEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER NETWORK. THE GRANTEE WILL HAVE THE RIGHT TO RECEIVE
PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE
ADMINISTRATOR. THE GRANTEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID
AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (i) THE TERMINATION OF THE GRANTEE’S PARTICIPATION IN THE
PLAN AND (ii) THE WITHDRAWAL OF THE GRANTEE’S CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE
PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTEE HAS THE RIGHT AT ANY TIME TO
WITHDRAW HIS CONSENT TO ELECTRONIC DELIVERY AND ACCEPTANCE OF THE PLAN DOCUMENTS BY SENDING A
WRITTEN NOTICE OF WITHDRAWAL TO THE ADMINISTRATOR. IF THE GRANTEE WITHDRAWS HIS CONSENT TO
ELECTRONIC DELIVERY AND ACCEPTANCE, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN
DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. BY ACCEPTING THIS
AGREEMENT ELECTRONICALLY, THE GRANTEE ACKNOWLEDGES THAT HE IS ABLE TO ACCESS, VIEW AND RETAIN AN
E-MAIL ANNOUNCEMENT INFORMING THE GRANTEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF
OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
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(d) Unfunded Plan. The Grantee acknowledges and agrees that any rights of the Grantee
relating to the Grantee’s Restricted Stock Units and related dividend equivalents and any
other related rights shall constitute bookkeeping entries on the books of the Company and
shall not create in the Grantee any right to, or claim against, any specific assets of the Company
or any Subsidiary, nor result in the creation of any trust or escrow account for the Grantee. With
respect to the Grantee’s entitlement to any payment hereunder, the Grantee shall be a general
creditor of the Company.
14. Additional Acknowledgements. By accepting this Agreement electronically, the
Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the
terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the
prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to
request a copy of the Plan in accordance with the procedure described in the prospectus, has had an
opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and
fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and this Agreement.
15. Country Appendix. Notwithstanding any provision of this Agreement to the
contrary, this Restricted Stock Unit grant and any Shares issued pursuant to this Agreement shall
be subject to the applicable terms and provisions as set forth in the Country Appendix attached
hereto and incorporated herein, if any, for the Grantee’s country of residence (and country of
employment or engagement as a Consultant, if different).
Acceptance by the Grantee
By selecting the “I accept” box on the website of the Company’s administrative agent, the
Grantee acknowledges acceptance of, and consents to be bound by, the Plan and this Agreement and
any other rules, agreements or other terms and conditions incorporated herein by reference.
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