GLU MOBILE INC. STOCK OPTION AWARD AGREEMENT 2007 EQUITY INCENTIVE PLAN (For Non-US Participants)
Exhibit 99(d)(1)(E)
Unless otherwise defined herein, the terms defined in the Company’s 2007 Equity Incentive Plan
(the “Plan”) shall have the same defined meanings in this Award Agreement (the “Agreement”).
Participant has been granted an option to purchase Shares (the “Option”), subject to the terms
and conditions of the Plan (and where applicable subject to the additional terms and conditions of
the Sub-Plan for China Employees, the Sub-Plan for Hong Kong Employees or the Sub-Plan for U.K.
Employees, each a “Sub-Plan”), the Notice of Stock Option Grant (“Notice of Grant”) and this
Agreement.
1. Vesting Rights. Subject to the applicable provisions of the Plan and this
Agreement, the Option may be exercised, in whole or in part, in accordance with the schedule set
forth in the Notice of Grant.
2. Termination Period.
(a) General Rule. Except as provided below, and subject to the Plan, the Option may
be exercised for three months after termination of Participant’s employment with the Company. In
no event shall the Option be exercised later than the Term/Expiration Date set forth in the Notice
of Grant.
(b) Death; Disability. Upon the termination of Participant’s employment with the
Company by reason of his or her Disability or death, or if a Participant dies within three months
of the Termination Date, the Option may be exercised for twelve months in the case of death, and
six months in the case of Disability, after the Termination Date, provided that in no event shall
the Option be exercised later than the Term/Expiration Date set forth in the Notice of Grant.
(c) Cause. Upon the termination of Participant’s employment by the Company for Cause,
the Option shall expire on such date of Participant’s Termination Date.
3. Grant of Option. The Participant named in the Notice of Grant has been granted an
Option for the number of Shares set forth in the Notice of Grant at the exercise price per Share
set forth in the Notice of Grant (the “Exercise Price”). In the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and
conditions of the Plan shall prevail.
4. Exercise of Option.
(a) Right to Exercise. The Option is exercisable during its term in accordance with
the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and
this Agreement. In the event of Participant’s death, Disability, Termination for Cause or other
Termination, the exercisability of the Option is governed by the applicable provisions of the Plan,
the Notice of Stock Option Grant and this Agreement.
(b) Method of Exercise. The Option is exercisable by delivery of an exercise notice
(the “Exercise Notice”), which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other
representations and agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be delivered in person, by mail, via electronic signature, via
electronic mail or facsimile or by other authorized method to the Secretary of the Company or other
person designated by the Company. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares. The Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.
(c) No Shares shall be issued pursuant to the exercise of the Option unless such issuance and
exercise complies with all relevant provisions of law and the requirements of any stock exchange or
quotation service upon which the Shares are then listed. Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to the Participant on the date the
Option is exercised with respect to such Exercised Shares.
5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Participant (if not specified by the
Company):
(a) cash; or
(b) check; or
(c) a “broker-assisted” or “same day sale” (as described in Section 11(d) of the Plan); or
(d) other method authorized by the Company.
6. Non-Transferability of Option. The Option may not be transferred in any manner
other than by will or by the laws of descent or distribution or court order and may be exercised
during the lifetime of Participant only by the Participant. The terms of the Plan and this
Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the
Participant.
7. Term of Option. The Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with the Notice of Grant,
the Plan and the terms of this Agreement.
8. Responsibility for Taxes. Regardless of any action the Company or the
Participant’s employer (the “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 Participant’s
participation in the Plan and legally applicable to the Participant or deemed by the Company or the
Employer to be an appropriate charge to the Participant even if technically due by the Company or
the Employer (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for
all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount
actually withheld by the Company or the Employer. The Participant further acknowledges that the
Company and/or the Employer (a) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Option, including, but not limited to,
the grant, vesting, exercise, or settlement of the Option, the issuance of Shares upon settlement
of the Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of
any dividends and/or any dividend equivalents; and (b) do not commit to and are under no obligation
to structure the terms of the grant or any aspect of the Option to reduce or eliminate the
Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the
Participant has become subject to tax in more than one jurisdiction between the date of grant and
the date of any relevant taxable event, the Participant acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Participant will
pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or
their respective agents, at their discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the following:
(a) withholding from the Participant’s wages or other cash compensation paid to the
Participant by the Company and/or the Employer; or
(b) withholding from proceeds of the sale of Shares acquired upon exercise of the
Option either through a voluntary sale or through a mandatory sale arranged by the
Company (on the Participant’s behalf pursuant to this authorization); or
(c) withholding in Shares to be issued upon exercise of the Option.
To avoid negative accounting treatment, the Company 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 Participant is deemed to have been issued the full number of Shares subject to the
exercise, notwithstanding that a number of the Shares are held back solely for the purpose of
paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in
the Plan.
Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a result of the
Participant’s participation in the Plan that cannot be 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
Participant fails to comply with the Participant’s obligations in connection with the Tax-Related
Items.
9. Entire Agreement; Governing Law; Language. The Plan is incorporated herein by
reference. The Plan, the Sub-Plan (where applicable), the Notice of Grant, and this Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof, and may not be modified adversely to the Participant’s
interest except by means of a writing signed by the Company and Participant. This Agreement is
governed by the laws of the State of Delaware, U.S.A., except for that body of law pertaining to
conflict of laws.
For purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this grant or the Agreement, including the Appendix, the
parties hereby submit to and consent to the exclusive jurisdiction of the State of California,
U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Mateo County,
California, U.S.A., or the federal courts for the United States for the Northern District of
California, U.S.A., and no other courts, where this grant is made and/or to be performed.
If the Participant has received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the translated version is
different than the English version, the English version will control.
10. Nature of Grant. In accepting the grant, the Participant acknowledges 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 at any time;
(b) the Option is granted voluntary and occasional and does not create any contractual or
other right to receive a future option grant, or benefits in lieu of the Option, even if an option
has been granted repeatedly in the past;
(c) all decisions with respect to future option grants, if any, will be at the sole discretion
of the Company;
(d) the Participant’s participation in the Plan shall not create a right to further employment
with the Employer and shall not interfere with the ability of the Employer to terminate the
Participant’s employment relationship at any time with or without cause;
(e) the Participant is voluntarily participating in the Plan;
(f) the Option is an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is outside the scope of the
Participant’s employment contract, if any;
(g) the Option is not intended to replace any pension rights or compensation;
(h) the Option is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or retirement 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;
(i) the Option and the Participant’s participation in the Plan will not be interpreted to form
an employment contract or relationship with the Company or any Subsidiary or affiliate of the
Company;
(j) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;
(k) in consideration of the grant of the Option, no claim or entitlement to compensation or
damages shall arise from forfeiture of the Option resulting from termination of the Participant’s
employment by the Company or the Employer (for any reason whatsoever and whether or not in breach
of local labor laws) and the Participant irrevocably releases the Company and the Employer from any
such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived
the Participant’s entitlement to pursue such claim;
(l) in the event of involuntary termination of the Participant’s employment (whether or not in
breach of local labor laws), the Participant’s right to receive the Option and vest in the Option
under the Plan, if any, will terminate effective as of the date that the Participant is no longer
actively employed and will not be extended by any notice period mandated under local law (e.g.,
active employment would not include a period of “garden leave” or similar period pursuant to local
law); furthermore, in the event of involuntary termination of employment (whether or not in breach
of local labor laws); the Administrator shall have the exclusive discretion to determine when the
Participant is no longer actively employed for purposes of his or her Option grant; and
(m) the Option grant and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, take-over or transfer of liability.
11. No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the Participant’s
participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The
Participant is hereby advised to consult with his or her own personal tax, legal, and financial
advisors regarding the Participant’s participation in the Plan before taking any action related to
the Plan.
12. Data Privacy. The Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Participant’s personal data as
described in this document by and among, as applicable, the Employer, and the Company and its
Subsidiaries and affiliates (the “Company Group”) for the exclusive purpose of implementing,
administering and managing his or her participation in the Plan.
The Participant understands that the Company Group and the Employer hold certain personal
information about the Participant, including, but not limited to, the Participant’s name, home
address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares of stock or directorships held in the Company,
details of all options or any other entitlement to Shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”).
The Participant understands that Data will be transferred to E*Trade Financial Services, Stock
Option Solutions and/or to such other stock plan service provider as may be selected by the
Company, which are assisting the Company with the implementation, administration and management of
the Plan (a “Recipient”). The Participant understands that Recipients of the Data may be located
in the United States or elsewhere and that the Recipient’s country (e.g., the United States) may
have different data privacy laws and protections than the Participant’s country. The Participant
understands that he or she may request a list with the names and addresses of all Recipients of the
Data by contacting the Participant’s local human resources representative. The Participant
authorizes the Company Group, the Recipients and any other possible recipients which may assist the
Company (presently or in the future) with implementing, administering and managing the Plan to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Participant’s participation in the Plan. The
Participant understands that Data will be held only as long as is necessary to implement,
administer and manage his or her participation in the Plan. The Participant understands that he or
she may, at any time, view Data, request additional information about the storage and processing of
Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing the Participant’s local human resources representative.
The Participant understands, however, 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 understands that he or she may contact
U.S. human resources.
13. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to current or future participation in the Plan. The Participant hereby
consents to receive such documents by electronic delivery and to agree to participate in the Plan
through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.
14. Signatures. Your acceptance of this Agreement and any other written agreement
entered into between you and the Company with respect to the Option (including but not limited to
the Stock Option Exercise Agreement (in substantially the form attached hereto as Exhibit
A) shall be considered an electronic signature for all legal purposes, and such acceptances and
acknowledgements shall be enforceable pursuant to applicable law.
15. Severability. The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
16. Appendix. Notwithstanding any provisions in this Agreement, the Option grant
shall be subject to any special terms and conditions set forth in any Appendix to this Agreement
for the Participant’s country. Moreover, if the Participant relocates to one of the countries
included in the Appendix attached as Exhibit B, the special terms and conditions for such
country will apply to the Participant, to the extent the Company determines that the application of
such terms and conditions are necessary or advisable in order to comply with local law or
facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.
17. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan and the Option grant to the extent the
Company determines it is necessary or advisable in order to comply with local laws or facilitate
the administration of the Plan, and to require the Participant to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.
By your signature and the signature of the Company’s representative on the Notice of Grant
(which in each case may be electronic), you and the Company agree that the Option is granted under
and governed by the terms and conditions of the Plan, the Notice of Grant, and this Agreement.
Participant has reviewed the Plan, the Notice of Grant, and this Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing the Notice of Grant, and
fully understands all provisions of the Plan, the Notice of Grant, and this Agreement. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan, the Notice of Grant, and the Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
on the Notice of Grant.
EXHIBIT A
GLU MOBILE INC.
2007 EQUITY INCENTIVE PLAN
2007 EQUITY INCENTIVE PLAN
STOCK OPTION EXERCISE AGREEMENT
(Non-US Participants)
(Non-US Participants)
1. Exercise of Option. Pursuant to exercise of that certain option (the “Option”)
granted to me (“Purchaser”) under the Company’s 2007 Equity Incentive Plan, as such may be amended
from time to time (the “Plan”) and subject to the terms and conditions of this Stock Option
Exercise Agreement (this “Exercise Agreement”) and the associated Stock Option Grant Agreement (the
“Agreement”), Purchaser hereby purchases from the Company, and the Company hereby sells to
Purchaser, the Total Number of Shares set forth above in an exercise instruction (the “Shares”) of
the Company’s Common Stock, at the Exercise Price Per Share assigned to the Option being exercised
(the “Exercise Price”). As used in this Exercise Agreement, the term “Shares” refers to the Shares
purchased under this Exercise Agreement and includes all securities received (a) in replacement of
the Shares, (b) as a result of stock dividends or stock splits with respect to the Shares, and (c)
all securities received in replacement of the Shares in a merger, recapitalization, reorganization
or similar corporate transaction.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms
and conditions.
4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no
right to vote or receive dividends or any other rights as a stockholder shall exist with respect to
the Shares, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to
the Participant as soon as practicable after exercise of the Option. No adjustment will be made for
a dividend or other right for which the record date is prior to the date of issuance, except as
provided in Section 2.6 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents
that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with
the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any
tax advice.
6. Entire Agreement; Governing Law. The Plan and the Agreement are incorporated herein
by reference. This Exercise Agreement, the Plan and the Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof,
and may not be modified adversely to the Purchaser’s interest except by means of a writing signed
by the Company and Purchaser. This Exercise Notice, the Agreement and the Plan are governed by, and
subject to, the laws of the State of Delaware, U.S.A., without regard to the conflict of law
provisions.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of
the parties evidenced by this grant, the Agreement or this Exercise Notice, the parties hereby
submit to and consent to the exclusive jurisdiction of the State of California, U.S.A., and agree
that such litigation shall be conducted only in the courts of San Mateo County, California, or the
federal courts for the United States for the Northern District of California, and no other courts,
where the exercise is made and/or to be performed.
EXHIBIT B
APPENDIX OF
SPECIAL TERMS AND CONDITIONS OF THE
SPECIAL TERMS AND CONDITIONS OF THE
GLU MOBILE INC.
2007 EQUITY INCENTIVE PLAN
2007 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
(For Non-US Employees)
(For Non-US Employees)
TERMS AND CONDITIONS
This Exhibit B, which is part of the Agreement, contains the Appendix of additional terms and
conditions of the Agreement that will apply to the Participant if he or she resides in one of the
countries listed below. Capitalized terms used but not defined herein shall have the same meanings
assigned to them in the Plan and/or the Agreement.
NOTIFICATIONS
This Exhibit B also includes information regarding exchange control and certain other issues of
which the Participant should be aware with respect to his or her participation in the Plan. The
information is based on the securities, exchange control and other laws in effect in the respective
countries as of January 2009. Such laws are often complex and change frequently. The Company
therefore strongly recommends that the Participant not rely on the information in this Exhibit B as
the only source of information relating to the consequences of his or her participation in the Plan
because such information may be outdated when the Participant exercises the Option and/or sells any
Shares issued pursuant to the exercise of the Option.
In addition, the information contained in this Exhibit B is general in nature and may not apply to
the Participant’s particular situation. As a result, the Company cannot assure the Participant of
any particular result. The Participant is therefore advised to seek appropriate professional advice
as to how the relevant laws in the Participant’s country may apply to his or her situation.
Finally, if the Participant is a citizen or resident of a country other than that in which he or
she is currently working, the information contained herein may not apply to the Participant.
ARGENTINA
NOTIFICATIONS
Securities Law Information. Neither the Option nor the Shares subject to the Option are publicly
offered or listed on any stock exchange in Argentina. The offer is private and not subject to the
supervision of any Argentine governmental authority.
Exchange Control Notification. Depending upon the method of exercise chosen for the Option, the
Participant may be subject to restrictions with respect to the purchase and/or transfer of U.S.
dollars pursuant to Argentine currency exchange regulations. The Company reserves the right to
restrict the methods of exercise if required under Argentine laws.
Under current regulations adopted by the Argentine Central Bank (the “BCRA”), the Participant may
purchase and remit foreign currency with a value of up to US$2,000,000 per month for the purpose of
acquiring foreign securities, including Shares, without prior approval from the BCRA. However, the
Participant must register the purchase with the BCRA and execute and submit an affidavit to the
entity selling the foreign currency confirming that the Participant has not purchased and remitted
funds in excess of US$2,000,000 during the relevant month.
In the event that the Participant transfers proceeds in excess of US$2,000,000 from the sale of
Shares into Argentina in a single month, the Participant will be required to place 30% of any
proceeds in excess of US$2,000,000 in a non-interest-bearing, dollar-denominated mandatory deposit
account for a holding period of 365 days.
The Participant must comply with any and all Argentine currency exchange restrictions, approvals
and reporting requirements in connection with the exercise of the Option.
AUSTRALIA
TERMS AND CONDITIONS
Australian Addendum. The Participant’s right to participate in the Plan and the Option granted
under the Plan are subject to an Australian Addendum to the Plan. The Participant’s right to
exercise the Option is subject to the terms and conditions stated in the Australian Addendum, the
Offer Document, the Plan, the Agreement and this Appendix.
NOTIFICATIONS
Securities Law Information. If the Participant acquires Shares pursuant to the Options and offers
the Shares for sale to a person or entity resident in Australia, the offer may be subject to
disclosure requirements under Australian law. The Participant should obtain legal advice on
disclosure obligations prior to making any such offer.
Exchange Control Information. Exchange control reporting is required for cash transactions
exceeding A$10,000 and international fund transfers. The Australian bank assisting with the
transaction will file the report. If there is no Australian bank involved in the transfer, the
Participant will be required to file the report.
BRAZIL
TERMS AND CONDITIONS
Compliance with Law. By accepting the Option, the Participant acknowledges his or her agreement to
comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the
exercise of the Option, the receipt of any dividends, and the sale of Shares acquired under the
Plan.
NOTIFICATIONS
Exchange Control Information. If the Participant is resident or domiciled in Brazil, the
Participant will be required to submit annually a declaration of assets and rights held outside of
Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is US$100,000
or more. Assets and rights that must be reported include Shares.
CANADA
TERMS AND CONDITIONS
The following provision replaces Sections 2(b) and (c) of the Agreement:
Termination Period. In the event that the Participant ceases to be a Service Provider for any
reason other than death or Disability (whether or not in breach of local labor laws), the
Participant’s right to vest in the Option will terminate effective [three months] after the earlier
of the following dates: (i) the date on which the Participant receives notice of termination of
service as an Employee or Consultant; or (ii) the date on which the Participant is no longer
actively providing service as an Employee or Consultant, regardless of any notice period or period
of pay in lieu of such notice required under local law (including, but not limited to, statutory,
regulatory and/or common law). The Company shall have the exclusive discretion to determine when
the Participant is no longer actively providing service for purposes of the Option.
The following provision supplements Section 5 of the Agreement:
Form of Payment. Due to legal restrictions in Canada and notwithstanding any language to the
contrary in the Plan, the Participant is prohibited from surrendering Shares that he or she already
owns or from attesting to the ownership of Shares to pay the Exercise Price or any Tax-Related
Items in connection with the Option.
Data Privacy Notice and Consent. This provision supplements Section 12 of the Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and
obtain all relevant information from all personnel, professional or otherwise, involved in the
administration and operation of the Plan. The Participant further authorizes the Company and/or any
Subsidiary or affiliate of the Company to record such information in his or her employee file.
CHILE
NOTIFICATIONS
Securities Law Information. Neither the Company nor Shares acquired under the Plan are registered
with the Chilean Registry of Securities or under the control of the Chilean Superintendence of
Securities.
Exchange Control Information. Exchange control regulations will apply if the Participant remits
more than US$10,000 upon exercise of the Option and if the Participant’s aggregate investments
abroad are US$5,000,000 or more.
Tax Reporting and Registration Information. The Participant must file Tax Form 1851 “Annual Sworn
Statement Regarding Investments Held Abroad” in relation to any Shares acquired under the Plan that
are held abroad. In addition, if the Participant wishes to receive credit in Chile for any tax paid
abroad on any dividends received pursuant to the Shares, the Participant must register the purchase
of Shares with the Chilean Internal Revenue Service (the “CIRS”) and also file Tax Form 1853
“Annual Sworn Statement Regarding Credits for Taxes Paid Abroad.” These forms must be submitted
through the CIRS web page at xxx.xxx.xx.
Registration of the purchase of Shares with the CIRS will also provide evidence of the acquisition
price of the Shares, which the Participant will need when the Shares are sold. It may also be
possible for the Participant to provide other evidence in the form of the Agreement or a report of
the Exercise Price and the number of Shares purchased and sold; however, neither the Company nor
Citigroup Stock Plan Services nor Xxxxxxx Xxxxxx are under any obligation to provide the
Participant with such a report. The Participant should consult with his or her personal legal and
tax advisors regarding how to register with the CIRS (if desired).
CHINA (PRC)
TERMS AND CONDITIONS
The following provision supplements Sections 4(b) and 5 of the Agreement:
Cashless Exercise Restriction. Due to legal restrictions in China, the Participant is restricted to
paying the Exercise Price and any Tax-Related Items by the cashless sell-all method of exercise
pursuant to which the Participant shall deliver, together with an Exercise Notice or such other
documentation as the Company in its sole and absolute discretion shall require, irrevocable
instructions to a broker approved by the Company to (i) sell the Shares acquired upon exercise of
the Option and (ii) deliver to the Company the amount of sale proceeds required to pay the Exercise
Price and any Tax-Related Items. The balance of the sale proceeds, if any, will be delivered to the
Participant, but the Participant is not entitled to hold any Shares. The Company reserves the right
to provide the Participant with additional methods of paying the Exercise Price depending on the
development of local laws.
Exchange Control Restriction. The Participant understands and agrees that, due to exchange control
laws in China, immediate repatriation to China of the cash proceeds from the cashless exercise of
the Option is required, unless the Participant is a non-PRC citizen. The Participant further
understands that, under PRC law, such repatriation of the cash proceeds may need to be effectuated
through a special exchange control account established by the Company, the Employer or another
Subsidiary or affiliate of the Company. The Participant hereby consents and agrees that the cash
proceeds from the cashless exercise of the Option may be transferred to such special account prior
to being delivered to him or her. The Participant further agrees to comply with any other
requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in China.
FRANCE
TERMS AND CONDITIONS
Consent to Receive Information in English. By accepting the Option, the Participant confirms having
read and understood the Plan and Agreement, including all terms and conditions included therein,
which were provided in the English language. The Participant accepts the terms of those documents
accordingly.
En acceptant cette Option, le Titulaire de l’Option confirme avoir lu et compris le Plan et le
Contrat y relatifs, incluant tous leurs termes et conditions, qui ont été transmis en langue
anglaise. Le Titulaire de l’Option accepte les dispositions de ces documents en connaissance de
cause.
NOTIFICATIONS
Exchange Control Information. If the Participant imports or exports cash (e.g., sales proceeds
received under the Plan) with a value equal to or exceeding €7,600 and does not use a financial
institution to do so, he or she must
submit a report to the customs and excise authorities. If the Participant maintains a foreign bank
account, he or she is required to report such account to the French tax authorities when filing his
or her annual tax return.
GERMANY
NOTIFICATIONS
Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly
to the German Federal Bank. If the Participant uses a German bank to transfer a cross-border
payment in excess of €12,500 in connection with the sale of Shares acquired under the Plan, the
bank will make the report for the Participant. In addition, the Participant must report any
receivables, payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly
basis.
ITALY
TERMS AND CONDITIONS
The following provision supplements Sections 4(b) and 5 of the Agreement:
Cashless Exercise Restriction. Due to legal restrictions in Italy, the Participant is restricted to
paying the Exercise Price and any Tax-Related Items by the cashless sell-all method of exercise
pursuant to which the Participant shall deliver, together with an Exercise Notice or such other
documentation as the Company in its sole and absolute discretion shall require, irrevocable
instructions to a broker approved by the Company to (i) sell the Shares acquired upon exercise of
the Option and (ii) deliver to the Company the amount of sale proceeds required to pay the Exercise
Price and any Tax-Related Items. The balance of the sale proceeds, if any, will be delivered to the
Participant, but the Participant is not entitled to hold any Shares. The Company reserves the right
to provide the Participant with additional methods of paying the Exercise Price depending on the
development of local laws.
The following provision replaces Section 12 of the Agreement:
Data Privacy Notice and Consent. The Participant acknowledges that his or her personal data is
collected, used, processed and transferred outside of the European Union, as described in this
Agreement by and among, as applicable, the Employer, the Company and any Subsidiary or affiliate of
the Company for the exclusive purpose of implementing, administering and managing Participant’s
participation in the Plan. The Participant understands that the Employer and/or the Company hold
certain personal information about the Participant, including, but not limited to, the
Participant’s name, home address and telephone number, date of birth, national insurance number or
other identification number, salary, nationality, job title, any Shares or directorships held in
the Company, details of all options or other entitlement to Shares awarded, canceled, exercised,
vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”).
The Participant is aware that providing the Company with the Data is necessary for the performance
of this Option 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 exercise or realize benefits from the Option. The Participant’s Data shall be accessible
within the Company’s organization only by the persons specifically charged with Data-processing
operations and by the persons that need to access the Data because of their duties and position in
relation to the performance of the contract. The Controller of personal data-processing is Glu
Mobile Inc., with registered offices at 0000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000,
U.S.A, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is
, with registered offices at .
The Participant understands that Data will be transferred to E*Trade Financial Services, Stock
Options Solutions and/or to such other stock plan service provider as may be selected by the
Company, which are assisting the Company with the implementation, administration and management of
the Plan and that Data may be transferred to certain other third parties assisting in the
implementation, administration and management of the Plan, including any requisite transfer of such
Data as may be required to a broker or other third party with whom he or she may elect to deposit
any Shares acquired upon exercise of the Option. The Participant understands that these recipients,
which may receive, possess, use, retain and transfer such Data for the above-mentioned purposes,
may be located in the Participant’s country, or elsewhere, including outside of the European
Economic Area (e.g., the United States), and that the recipient’s country may have different data
privacy laws and protections than Participant’s country. The processing activity, including
communication and transfer of Data abroad, including outside of the European Economic Area, as
herein specified and pursuant to applicable laws and regulations, does not require the
Participant’s consent thereto as the processing is necessary to
performance of contractual obligations related to the implementation, administration and management
of the Plan.
The Participant understands that Data-processing relating to the purposes above specified shall
take place under automated or non-automated conditions, anonymously when possible, that comply with
the purposes for which Data is collected and with confidentiality and security provisions as set
forth by applicable laws and regulations, with specific reference to Legislative Decree no.
196/2003. The Participant understands that Data will be held only as long as is required by the law
or is necessary to implement, administer and manage the Participant’s participation in the Plan.
The Participant understands that, pursuant to Article 7 of Legislative Decree No. 196/2003, the
Participant has the right, without limitation, to access, delete, update, request the rectification
of the Participant’s Data and cease, for legitimate reasons, the Data-processing. Furthermore, the
Participant is aware that the Data will not be used for direct marketing purposes. In addition, the
Data provided can be reviewed and questions or complaints can be addressed by contacting a local
representative available at the following address: .
Plan Document Acknowledgment. By accepting the Option, the Participant acknowledges that he or she
has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement,
including this Exhibit B, in their entirety and fully understands and accepts all provisions of the
Plan and the Agreement, including this Exhibit B.
The Participant further acknowledges that he or she has read and specifically and expressly
approves the following sections of the Agreement: Section 1 “Vesting Rights”; Section 2
“Termination Period”; Section 6 “Non-Transferability of Option”; Section 8 “Responsibility for
Taxes”; Section 9 “Entire Agreement; Governing Laws; Language”; Section 10 “Nature of Grant”;
Section 17 “Imposition of Other Requirements”; and the “Data Privacy Notice and Consent” provision
included above in this Exhibit B.
NOTIFICATIONS
Exchange Control Information. The Participant is required to report in his or her annual tax
return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent
amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the
sale of Shares acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent
amount in U.S. dollars, if the investment may give rise to income in Italy. The Participant is
exempt from the formalities in (a) if the investments are made through an authorized broker
resident in Italy, as the broker will comply with the reporting obligation on the Participant’s
behalf.
MEXICO
TERMS AND CONDITIONS
The following provisions supplement Section 10 of the Agreement:
No Entitlement or Claims for Compensation. By accepting the Option, the Participant understands and
agrees that any modification of the Plan or the Agreement or its termination shall not constitute a
change or impairment of the terms and conditions of employment.
Policy Statement. The invitation that the Company is making under the Plan is unilateral and
discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue
it at any time without any liability.
The Company, with registered offices at 0000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000,
U.S.A., is solely responsible for the administration of the Plan and participation in the Plan and,
in Participant’s case, the acquisition of Shares does not, in any way, establish an employment
relationship between the Participant and the Company since the Participant is participating in the
Plan on a wholly commercial basis and the Participant’s sole employer is Glu Mobile Mexico S de
X.X. de C.V., nor does it establish any rights between the Participant and the Employer.
Plan Document Acknowledgment. By accepting the Option, the Participant acknowledges that he or she
has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and
fully understands and accepts all provisions of the Plan and the Agreement.
In addition, by signing the Agreement, the Participant further acknowledges that he or she has read
and specifically and expressly approves the terms and conditions in Section 10 of the Agreement, in
which the following is clearly described and established: (a) participation in the Plan does not
constitute an acquired right; (b) the Plan and participation in the Plan is offered by the Company
on a wholly discretionary basis; (c) participation in the Plan is
voluntary; and (d) the Company and its Subsidiaries and affiliates are not responsible for any
decrease in the value of the Shares underlying the Option.
Finally, the Participant hereby declares that he or she does do not reserve any action or right to
bring any claim against the Company for any compensation or damages as a result of participation in
the Plan and therefore grants a full and broad release to the Employer and the Company and its
Subsidiaries and affiliates with respect to any claim that may arise under the Plan.
Spanish Translation
Reconocimiento de xx Xxx Laboral. Estas disposiciones complementan el Xxxxxxx 00 xxx Xxxxxxx:
Por medio de la aceptación de la Opción, quien tiene la opción manifiesta que entiende y acuerda
que cualquier modificación del Plan o su terminación no constituye un cambio o desmejora en los
términos y condiciones de empleo.
Declaración de Política. La invitación por parte de la Compañía bajo el Plan es unilateral y
discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y
discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.
La Compañía, con oficinas registradas ubicadas en 0000 Xxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxxx,
XX 00000, U.S.A, EE.UU., es la única responsable por la administración del Plan y de la
participación en el mismo y, en el caso del que tiene la opción, la adquisición de Acciones no
establece de forma alguna, una relación de trabajo entre el que tiene la opción y la Compañía, ya
que la participación en el Plan por parte del que tiene la opción es completamente comercial y el
único patrón es Glu Mobile Mexico S de X.X. de C.V., así como tampoco establece ningún derecho
entre el que tiene la opción y el patrón.
Reconocimiento del Plan de Documentos. Por medio de la aceptación de la Opción, el que tiene la
opción reconoce que ha recibido copias del Plan, que el mismo ha sido revisado al igual que la
totalidad del Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en
el Acuerdo.
Adicionalmente, al firmar el Acuerdo, el que tiene la opción reconoce que ha leído, y que aprueba
específica y expresamente los términos y condiciones contenidos en el Sección H del Acuerdo,
sección en la cual se encuentra claramente descrito y establecido lo siguiente: (a) la
participación en el Plan no constituye un derecho adquirido; (b) el Plan y la participación en el
mismo es ofrecida por la Compañía de forma enteramente discrecional; (c) la participación en el
Plan es voluntaria; y (d) la Compañía, así como sus Subsidiarias o filiales no son responsables por
cualquier detrimento en el valor de las Acciones en relación con la Opción.
Finalmente, por medio de la presente quien tiene la opción declara que no se reserva ninguna acción
o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio
alguno como resultado de la participación en el Plan y en consecuencia, otorga el más amplio
finiquito a su patrón, así como a la Compañía, a sus Subsidiarias o filiales con respecto a
cualquier demanda que pudiera originarse en virtud del Plan.
POLAND
TERMS AND CONDITIONS
The Option will be granted over newly-issued Shares only. In no event will treasury Shares be
issued.
NOTIFICATIONS
Exchange Control Information. Polish residents holding foreign securities (including Shares) and
maintaining accounts abroad must report information to the National Bank of Poland on transactions
and balances of the securities and cash deposited in such accounts if the value of such
transactions or balances exceeds €10,000. If required, the reports are due on a quarterly basis by
the 20th day following the end of each quarter. The reports are filed on special forms
available on the website of the National Bank of Poland.
UNITED KINGDOM
The following provisions supplement Section 8 of the Agreement:
Tax and National Insurance Contributions Acknowledgment. The Participant agrees that, if he or she
does not pay or the Employer or the Company does not withhold from the Participant the full amount
of Tax-Related Items that he or she owes upon the exercise of the Option, or the release or
assignment of the Option for consideration, or the receipt of any other benefit in connection with
the Options (the “Taxable Event”) within 90 days after the
Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings
and Pensions) Xxx 0000, then the amount that should have been withheld shall constitute a loan owed
by the Participant to the Employer, effective 90 days after the Taxable Event. The Participant
agrees that the loan will bear interest at the
official rate of Her Majesty’s Revenue and Customs
(“HMRC”) and will be immediately due and repayable by the Participant, and the Company and/or the
Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any
other funds due to the Participant by the Employer, by withholding in Shares issued upon exercise
of the Option or from the cash proceeds from the sale of Shares or by demanding cash or a check
from the Participant. The Participant also authorizes the Company to delay the issuance of any
Shares to the Participant unless and until the loan is repaid in full.
Notwithstanding the foregoing, if the Participant is an officer or executive director (as within
the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the
terms of the immediately foregoing provision will not apply. In the event that the Participant is
an officer or executive director and Tax-Related Items are not collected from or paid by the
Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items
may constitute a benefit to the Participant on which additional income tax and national insurance
contributions may be payable. The Participant acknowledges that the Company or the Employer may
recover any such additional income tax and national insurance contributions at any time thereafter
by any of the means referred to in Section 8 of the Agreement.
Joint Election for Transfer of Secondary Class 1 National Insurance Contributions to the
Participant. As a condition of vesting and exercise of the Option and the subsequent issuance of
the Shares to the Participant (or delivery of the sale proceeds if the Option is sold under the
transferable stock option program), the Participant agrees to accept any and all liability for
secondary Class 1 national insurance contributions (“Employer NICs”), which may be payable by the
Company or the Employer in connection with the Option. To accomplish the foregoing, the Participant
agrees to promptly execute a joint election between himself or herself and the Employer (the
“Election”), in the form specified and/or approved for such Election by HMRC and provided to the
Participant by the Company or the Employer, and any other consents or elections required to
accomplish the transfer of the Employer NICs to the Participant. The Participant further agrees to
promptly execute such other joint elections as may be required between himself or herself and any
successor to the Company and/or the Employer.
