Common use of Bermuda Clause in Contracts

Bermuda. There are no country-specific provisions. BRAZIL Terms and Conditions Compliance with the Law In accepting the grant of the Option, the Optionee acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable tax associated with the Option and the sale of the Shares acquired under the Plan. Notifications Exchange Control Information If the Optionee holds assets and rights outside Brazil with an aggregate value exceeding US$100,000, he or she will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights, including: (i) bank deposits; (ii) loans; (iii) financing transactions; (iv) leases; (v) direct investments; (vi) portfolio investments, including Shares acquired under the Plan; (vii) financial derivatives investments; and (viii) other investments, including real estate and other assets. Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil. Individuals holding assets and rights outside Brazil valued at less than US$100,000 are not required to submit a declaration. Please note that the US$100,000 threshold may be changed annually. CANADA Terms and Conditions Manner of Exercise The following provision supplements Section 4.3 of the Agreement: The Optionee is prohibited from paying the Exercise Price or any Tax-Related Items with Shares that have been previously owned by the Optionee or by withholding the Exercise Price or any Tax-Related Items in Shares to be issued at exercise. Commencement of Vesting and Exercisability This provision supplements Section 3.1 of the Time-Based Share Option Agreement and Section 3.2 of the Performance-Based Share Option Agreement: In the event of the Optionee’s Termination of Service (whether or not in breach of contract or local labor laws), the Optionee’s right to receive and vest in the Option under the Plan, if any, will terminate effective as of the date that is the earlier of: (1) the date the Optionee receives notice of the termination of the Optionee’s employment from the Company or the Employer, or (2) the date of Termination of Service (the “Termination Date”) regardless of any notice period or period of pay in lieu of such notice required under Canadian provincial employment law or under any employment agreement (including, but not limited to statutory law, regulatory law and/or common law). The Optionee’s right, if any, to exercise the Option after the Optionee’s Termination of Service will be measured by the Termination Date and will not be extended by any notice period mandated under Canadian provincial law; the Company shall have the exclusive discretion to determine when the Optionee has ceased to provide services and the Termination Date for purposes of the Agreement. The Following Provisions Apply for Optionees Resident in Quebec: Language Consent The parties acknowledge that it is their express wish that the Agreement, including this Schedule A, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Consentement relatif à la langue utilisée Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention. Data Privacy The following provision supplements Section 6 of the Agreement: The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee further authorizes the Company, its Subsidiaries and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Optionee further authorizes the Company and its Subsidiaries to record such information and to keep such information in the Optionee’s employee file. Notifications Securities Law Information The Optionee is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange). CHILE

Appears in 2 contracts

Sources: Performance Based Share Option Award Agreement, Time Based Share Option Award Agreement

Bermuda. There are no country-specific provisions. BRAZIL Terms and Conditions Notifications Compliance with the Law In accepting the grant of the OptionRSUs, the Optionee Associate acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable tax associated with the Option RSUs and the sale of the Shares acquired under the Plan. Notifications Exchange Control Information If the Optionee Associate holds assets and rights outside Brazil with an aggregate value exceeding US$100,000, he or she will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights, including: (i) bank deposits; (ii) loans; (iii) financing transactions; (iv) leases; (v) direct investments; (vi) portfolio investments, including Shares acquired under the Plan; (vii) financial derivatives investments; and (viii) other investments, including real estate and other assets. Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil. Individuals holding assets and rights outside Brazil valued at less than US$100,000 are not required to submit a declaration. Please note that the US$100,000 threshold may be changed annually. CANADA Terms and Conditions Manner of Exercise The following RSU Payment This provision supplements Section 4.3 2.2 of the Agreement: The Optionee is prohibited from paying RSUs do not provide any right for the Exercise Price or any Tax-Related Items with Shares that have been previously owned by Associate to receive a cash payment and the Optionee or by withholding the Exercise Price or any Tax-Related Items RSUs will be settled in Shares to be issued at exerciseonly. Commencement of Vesting Schedule and Exercisability Forfeiture Provisions This provision supplements Section 3.1 of the Time-Based Restricted Share Option Unit Agreement and Section 3.2 of the Performance-Based Restricted Share Option Unit Agreement: In the event of the OptioneeAssociate’s Termination of Service (whether or not in breach of contract or local labor laws), the OptioneeAssociate’s right to receive and vest in the Option RSUs under the Plan, if any, will terminate effective as of the date that is the earlier of: (1) the date the Optionee Associate receives notice of the termination of the OptioneeAssociate’s employment from the Company or the Employer, or (2) the date of Termination of Service (the “Termination Date”) regardless of any notice period or period of pay in lieu of such notice required under Canadian provincial employment law or under any employment agreement (including, including but not limited to statutory law, regulatory law and/or common law). The Optionee’s right, if any, to exercise the Option after the Optionee’s Termination of Service will be measured by the Termination Date and will not be extended by any notice period mandated under Canadian provincial law; the Company shall have the exclusive discretion to determine when the Optionee Associate has ceased to provide services and the Termination Date for purposes of the Agreement. The Following Provisions Apply for Optionees Associates Resident in Quebec: Language Consent The parties acknowledge that it is their express wish that the Agreement, including this Schedule A, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Consentement relatif à la langue utilisée Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention. Data Privacy The following This provision supplements Section 6 5 of the Agreement: The Optionee Associate hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee Associate further authorizes the Company, its Subsidiaries and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Optionee Associate further authorizes the Company and its Subsidiaries to record such information and to keep such information in the OptioneeAssociate’s employee file. Notifications Securities Law Information The Optionee Associate is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange). CHILE

Appears in 1 contract

Sources: Performance Based Restricted Share Unit Award Agreement