BOX, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AGREEMENT
Exhibit 10.4
BOX, INC.
AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
Unless otherwise defined herein, the terms defined in the Box, Inc. Amended and Restated 2015 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Agreement, including the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and the Country-Specific Terms and Conditions, attached hereto as Exhibit B (collectively this “Award Agreement”).
NOTICE OF RESTRICTED STOCK UNIT ▇▇▇▇▇
Participant: <first_name> <last_name>
Address: <address_1>
<city>, <state> <country> <zip>
Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:
Grant Number <award_id>
Date of Grant <award_date>
Vesting Commencement Date <vest_start_date>
Number of Restricted Stock Units <shares_awarded>
Vesting Schedule:
Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:
<vesting_schedule>
In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate.
For purposes of this Award, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to Box, Inc. (the
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“Company”) or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any), and such date will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Award grant (including whether Participant may still be considered to be providing services while on a leave of absence).
By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including exhibits hereto, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant 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 Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated above.
The following Data Privacy Declaration of Consent Applies to Participants in All Countries in the European Economic Area and United Kingdom. In order to grant Restricted Stock Units and to implement, administer and manage the Plan, the Company needs to collect, use and otherwise process Participant’s personal data. By signing this Notice of Grant, Participant explicitly declares Participant’s consent to the data processing operations described in Exhibit B under “All Countries in the European Economic Area and United Kingdom.” This includes, without limitation, the transfer of Participant’s personal data to, and the processing of such data by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co, Inc., Computershare Limited or any additional service provider. Participant may withdraw consent at any time, with future effect and for any or no reason described in Section (h) of Section 9. “Data Privacy” of Exhibit B under “All Countries in the European Economic Area and United Kingdom.”
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PARTICIPANT: BOX, Inc.
Signature ▇▇▇▇▇ ▇▇▇▇▇
Chief Financial Officer
Print Name Title
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EXHIBIT A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT
Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment
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of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.
For purposes of this Award of Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and such date will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of this Award of Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence).
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Prior to vesting and/or settlement of the Restricted Stock Units, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant and, until determined otherwise by the Company, this will be the method by which such tax withholding obligations are satisfied. Alternatively, or in addition, if permissible under applicable local law, the Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require Participant, and Participant authorizes the Company and/or the Employer and their respective agents, to satisfy any withholding obligations or rights with regard to all Tax-Related Items, in whole or in part (without limitation) by (a) requiring Participant to make a cash payment or payment in another form acceptable to the Company, (b) withholding from Participant’s wages or other cash compensation payable to Participant, (c) delivering to the Company already vested and owned Shares having a fair market value equal to the amount required to be withheld, (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent), or (e) any other method of withholding determined by the Company and to the extent required by applicable law or the Plan, approved by the Administrator.
Participant hereby agrees that the Company does not have a duty to design or administer the Plan or Participant’s Restricted Stock Units in a manner that minimizes Participant’s liabilities for Tax-Related Items and that the Company and the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of Participant’s Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement or the receipt of any dividends. Participant acknowledges that regardless of any action taken by the Company or the Employer, the ultimate liability for Tax-Related Items is Participant’s and remains Participant’s responsibility and may exceed any amount withheld by the Company or the Employer. In addition, if Participant is subject to Tax-Related Items in more than one jurisdiction, 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.
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Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, tax residency, salary, salary grade, citizenship, nationality, passport number, job title, payroll tax withholding rates and/or deductions as applicable to Participant, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan.
Participant understands that Data will be transferred to such stock plan service provider as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if he, she or they resides outside the United States, he, she or they may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. Participant authorizes the Company and any 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 Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands if he, she or they resides outside the United States, he, she or they 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 his or her local human resources representative. Further, Participant understands that he, she or they is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he, she or they may contact his or her local human resources representative.
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The Company reserves the right to impose other requirements on Participant’s participation in the Plan, the Restricted Stock Units and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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Participant is required to accept the terms and conditions set forth in this Award Agreement prior to the first vest date indicated in the Notice of Grant in order to receive any Shares issuable pursuant to the Award of Restricted Stock Units granted to Participant hereunder. If Participant wishes to decline this Award, Participant must reject this Agreement in writing, to the Company at the address for notices provided in Section 12 of the Award Agreement, prior to the first vest date. For Participant’s benefit, if the Agreement is not rejected prior to the first vest date, the Award and all the terms and conditions in this Award Agreement will be deemed to have automatically been accepted. Deemed acceptance will allow the Shares issuable at vesting to be released to you in a timely manner.
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EXHIBIT B
COUNTRY-SPECIFIC
TERMS AND CONDITIONS
Certain capitalized terms used but not defined in these Country-Specific Terms and Conditions (“Country-Specific Terms”) have the meanings set forth in the Plan and/or in the Award Agreement.
Terms and Conditions
These Country-Specific Terms include additional terms and conditions that govern the Award of Restricted Stock Units granted to Participant under the Plan if he, she or they resides and/or works in one of the countries listed below. If Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant relocates to another country after the award of the Restricted Stock Units, the Company shall, in its discretion, determine to what extent the Country-Specific Terms contained herein shall be applicable to Participant.
Notifications
These Country-Specific Terms may also include information regarding exchange controls and certain other issues of which Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of February 2026. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information in these Country-Specific Terms as the only source of information relating to the consequences of his or her participation in the Plan because the information may be out of date at the time Participant vests in the Restricted Stock Units or sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of a particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to Participant’s situation.
Finally, if Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which Participant is currently residing and/or working, or if Participant relocates to another country after the award of the Restricted Stock Units, the notifications contained herein may not be applicable to Participant in the same manner.
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ALL COUNTRIES IN THE EUROPEAN ECONOMIC AREA AND UNITED KINGDOM
Terms and Conditions
Data Privacy. The following replaces Section 9 of the Award Agreement:
9. Data Privacy
(a) Controller and European Union Representative. The Company, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇, is the controller responsible for the processing of Participant’s personal data in connection with the Plan. The Company’s representative in the European Union is Box France SARL, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇.
(b) Personal Data Subject to Processing. The personal data to be processed by the Company in the context of the Plan includes Participant’s name, home address and telephone number, email address, hire date, date of birth, social insurance number or other identification number, tax residency, salary, salary grade, citizenship, nationality, passport number, job title, payroll tax withholding rates and/or deductions as applicable to Participant, any Company shares held by Participant, and details of all Restricted Stock Units or any other entitlement to shares of common stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, which the Company may receive from Participant or the subsidiary or affiliate of the Company employing Participant (“Personal Data”).
(c) Purposes and Legal Basis of the Processing. The Company processes the Personal Data for the purposes of allocating shares of common stock and implementing, administering and managing Participant’s participation in the Plan. For those jurisdictions requiring a legal basis for processing such Personal Data, the legal basis for the processing of Personal Data by the Company, its third-party service providers, and the subsidiary or affiliate of the Company employing Participant is Participant’s declaration of consent provided by signing the Notice of Grant or otherwise accepting the Notice of Grant and Award Agreement in accordance with the Company’s acceptance procedures.
(d) Stock Plan Administration Service Providers and Other Data Recipients. The Company transfers Personal Data, or parts thereof, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. (and its affiliated companies), the brokerage firm engaged by the Company to hold shares and other amounts acquired under the Plan, and to Computershare Limited, the financial institution engaged by the Company to monitor and maintain records of the shares acquired under the Plan, independent service providers based in the United States which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select different or additional service providers to assist with the implementation, administration and management of the Plan and share Personal Data with such different or additional service providers. The service provider will open an account for Participant to receive and trade shares acquired under the Plan. Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to Participant’s ability to participate in the Plan. Participant may, at any time, request a list with the names and addresses of any recipients of the Personal Data by contacting ▇▇▇@▇▇▇.▇▇▇.
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(e) International Data Transfers. The Company and, as of the Date of Grant, its service providers are located in the United States. Similarly, future service providers might be located in the United States or elsewhere outside of the European Union. Participant understands and acknowledges that the United States is not, and any other jurisdictions Personal Data might be transferred to and processed in may not be, subject to an unlimited adequacy finding by the European Commission and might apply laws not providing a level of protection of Personal Data equivalent to the level of protection in Participant’s country of residence.
As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of Personal Data in the United States or, as the case may be, other jurisdictions outside the European Union might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, Participant might not have enforceable rights regarding the processing of Personal Data in such jurisdictions. The transfer of Personal Data is exclusively based on Participant’s consent provided by signing the Notice of Grant or otherwise accepting the Notice of Grant and Award Agreement in accordance with the Company’s acceptance procedures.
(f) Data Retention. The Company and the subsidiary or affiliate of the Company that may employ Participant may use Personal Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan, or to comply with legal or regulatory obligations, including under tax and securities laws. This period may extend beyond Participant’s period of employment with the Company group. To the extent that the Company or one of its subsidiaries or affiliates uses Personal Data to comply with legal or regulatory obligations, the legal basis, where required, for the processing of Personal Data would be compliance with the relevant laws or regulations or the pursuit of respective legitimate interests not outweighed by Participant’s interests, rights or freedoms. When the Company or the subsidiary or affiliate of the Company that may employ you no longer need Personal Data for any of the above purposes, it will cease processing it in this context and remove it from all of its systems used for such purposes, to the fullest extent practicable.
(g) Data Subject Rights. Subject to the conditions set out in the applicable law, Participant may, without limitation, have the right to (i) request access or copies of Personal Data that the Company processes, (ii) rectification of incorrect Personal Data, (iii) deletion of Personal Data, (iv) restrictions on processing of Personal Data, (v) portability of Personal Data, (vi) lodge complaints with competent authorities in Participant’s jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding these rights or to exercise these rights, Participant can contact ▇▇▇@▇▇▇.▇▇▇.
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(h) Voluntariness and Consequences of Denial or Withdrawal of Consent. Participant’s participation in the Plan and the provision of consent is purely voluntary. Participant may deny or later withdraw consent at any time, with future effect and for any or no reason. If Participant does not consent, or if Participant later withdraws consent, Participant’s employment status, salary or service and career with Participant’s employer will not be affected. The only consequence of denying or withdrawing consent is that the Company will not or will no longer be able to grant Restricted Stock Units or other equity awards to Participant or administer or maintain such awards. Therefore, denial or withdrawal of consent may affect Participant’s ability to realize benefits from the Restricted Stock Units and otherwise participate in the Plan.
(i) Declaration of Consent. In order to grant Restricted Stock Units and to implement, administer and manage the Plan, the Company needs to collect, use and otherwise process Participant’s Personal Data. By signing the Notice of ▇▇▇▇▇ or otherwise accepting the Notice of Grant and Award Agreement in accordance with the Company’s acceptance procedures, Participant explicitly declares his or her consent to the data processing operations described above. This includes, without limitation, the transfer of Participant’s Personal Data to, and the processing of such data by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc., Computershare Limited or any additional service provider. Participant may withdraw his or her consent at any time, with future effect and for any or no reason described in Section (h) above.
australia
Notifications
Securities Law Notification. This offer is being made under Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).
Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies subject to conditions in the Act.
CANADA
Terms and Conditions
Forfeiture upon Termination of Status as a Service Provider. The following provision replaces the second paragraph of Section 5 of the Award Agreement:
For purposes of the Restricted Stock Units and except as explicitly and minimally required under applicable legislation, (i) Participant’s status as a Service Provider will be considered terminated and (ii) Participant’s right, if any, to earn, seek damages in lieu of, vest in or otherwise benefit from or participate in any portion of the Restricted Stock Units or in the Plan will be measured by and immediately terminate, as of the date Participant is no longer actually providing services to the Company, the Employer and/or any Parent, Subsidiary or affiliate of the Company, regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where Participant is employed or the terms of Participant's employment or service agreement, if any (the “Termination Date”).
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Except as explicitly and minimally required by applicable legislation, the Termination Date will exclude and will not be extended by any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under statute, contract, common/civil law or otherwise. For greater certainty, Participant will not earn or be entitled to any pro-rated vesting or other participation in the Restricted Stock Units or the Plan for that portion of time before the Termination Date, nor will Participant be entitled to any compensation for lost vesting or other participation.
Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, Participant’s right to vest in the Restricted Stock Units or otherwise benefit from or participate in the Restricted Stock Units or the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period. Participant will not earn regardless of any notice period or period of pay in lieu of such notice required under applicable laws (including, but not limited to statutory law, regulatory law and/or common law). Participant will not earn or be entitled to any pro-rated vesting or other participation if any vesting date falls after the end of Participant’s minimum statutory notice period, nor will Participant be entitled to any compensation for lost vesting or other participation, unless otherwise provided in the Award Agreement. For further clarity, any reference to the termination or cessation of Participant’s employment or Continued Service under this Award Agreement or the Plan will be interpreted to mean the Termination Date as defined herein.
Subject to applicable legislation, if the date Participant is no longer actually providing services cannot be reasonably determined under the terms of this Award Agreement or the Plan, the Administrator shall have the exclusive discretion to determine when Participant is no longer providing services for purposes of the Restricted Stock Units (including whether Participant may still be considered to be providing services while on a leave of absence).
Restricted Stock Units Settled in Shares. Notwithstanding any discretion contained in the Plan, Restricted Stock Units granted to Participants in Canada shall be paid in Shares and do not provide any right for Participant to receive a cash payment.
Data Privacy. The following provision supplements Section 9 of the Agreement:
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. Participant further authorizes the Company and any Parent or Subsidiary to discuss and disclose Participant’s participation in the Plan with their advisors and to record and keep such information in Participant’s employee file.
The following terms and conditions apply if Participant resides in Quebec:
A French translation of this document and certain other documents related to the Restricted Stock Units will be made available to Participant as soon as reasonably practicable. Participant understands that, from time to time, additional information related to the Restricted Stock Units may be provided in English and such information may not be immediately available in French. However, upon request, the Company will provide a translation of such information into French as soon as reasonably practicable. Notwithstanding anything to the contrary in the Award
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Agreement, and unless Participant indicate otherwise, the French translation of this document and the Plan will govern your participation in the Plan.
Documents en Langue Française. Une traduction française de ce document et de certains autres documents relatifs aux « Restricted Stock Units » sera mise à la disposition du Participant dès que raisonnablement possible. Le Participant comprend que, de temps à autre, des informations supplémentaires relatives aux Restricted Stock Units peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Cependant, sur demande, la Société fournira une traduction de ces informations en français dès que raisonnablement possible. Nonobstant toute disposition contraire dans le Contrat, et sauf indication contraire du Participant, la traduction française de ce document et du Plan régira votre participation au Plan.
Notifications
Securities Law Information. Participant is permitted to sell Shares acquired through the designated broker under the Plan, if any, provided the resale of such Shares takes place outside Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange, which is located outside of Canada, and the Shares may be sold through this exchange.
france
Terms and Conditions
Language Consent. In accepting the Restricted Stock Units, Participant confirms having read and understood the documents relating to the Restricted Stock Units (the Plan and the Award Agreement including this Exhibit B), which were provided in English. Participant accepts the terms of those documents accordingly.
Consentement de la Langue. En acceptant l’attribution, le Participant confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat incluant cette Annexe B), qui lui ont été remis en langue anglaise. Le Participant accepte les termes de ces documents en conséquence.
germany
No country-specific terms apply.
japan
No country-specific terms apply.
NETHERLANDS
No country-specific terms apply.
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POLAND
No country-specific terms apply.
SWEDEN
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 7 of the Award Agreement:
Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 7 of the Award Agreement, in accepting the grant of Restricted Stock Units, Participant authorizes the Company and/or the Employer to withhold Shares or to sell Shares otherwise deliverable to Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer has an obligation to withhold such Tax-Related Items.
United Kingdom
Terms and Conditions
Responsibility for Taxes. The following provision supplements Section 7 of the Award Agreement:
Without limitation to Section 7 of the Award Agreement, Participant agrees that he, she or they is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by His Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or other relevant authority). Participant also agrees to indemnify and keep indemnified the Company and the Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf.
Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In this case, the income tax that is not collected from or paid by Participant within 90 days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer, as applicable, the amount of any employee NICs due on this additional benefit, which may be recovered from Participant by the Company or the Employer at any time thereafter by any of the methods described in Section 7 of the Award Agreement.
Joint Election for Transfer of Liability for Employer National Insurance Contributions. If Participant is a tax resident in the United Kingdom, the grant of the Restricted Stock Units is conditional upon Participant’s agreement to accept liability for any secondary Class 1 NICs which
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may be payable by the Employer in connection with any event giving rise to tax liability in relation to the Restricted Stock Units (“Employer NICs”). The Employer NICs may be collected by the Company or the Employer using any of the methods described in Section 7 of the Award Agreement. Without prejudice to the foregoing, Participant agrees to execute a joint election with the Company or the Employer (a “Joint Election”), the form of such Joint Election being formally approved by HMRC, and any other consent or elections required to accomplish the transfer of the Employer NICs to Participant. Participant further agrees to execute such other elections as may be required by any successor to the Company and/or the Employer for the purpose of continuing the effectiveness of Participant’s Joint Election. If Participant does not complete the Joint Election prior to vesting in Participant’s Restricted Stock Units, or if approval of the Joint Election is withdrawn by HMRC and a new Joint Election is not entered into, Participant’s Restricted Stock Units shall become null and void and may not be settled, without any liability to the Company or its Subsidiaries. Participant must enter into the Joint Election attached to this Exhibit B, concurrent with the execution of the Award Agreement, or at such subsequent time as may be designated by the Company.
Restricted Stock Units Settled in Shares. Notwithstanding any discretion contained in the Plan, Restricted Stock Units granted to Participants in the United Kingdom shall be paid in Shares and do not provide any right for Participant to receive a cash payment.
UNITED STATES
Notifications
No country-specific terms apply.
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Important Note on the Election to Transfer Employer NICs
If you are liable for National Insurance contributions (“NICs”) in the UK in connection with your participation in the Box, Inc. Amended and Restated 2015 Equity Incentive Plan, you are required to enter into an Election to transfer to you any liability for employer’s NICs that may arise in connection with your participation in the Plan.
By entering into the Election:
Please read the Election carefully.
Please print and keep a copy of the Election for your records.
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Election To Transfer the Employer’s National Insurance Liability to the Employee
This Election is between:
A. The individual who has obtained authorised access to this Election (the “Employee”), who is employed by one of the employing companies listed in the attached schedule (the “Employer”) and who is eligible to receive restricted stock units (“Awards”) pursuant to the Box, Inc. Amended and Restated 2015 Equity Incentive Plan (the “Plan”), and
B. Box, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (the “Company”), which may grant Awards under the Plan and is entering into this Election on behalf of the Employer.
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The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that, by signing or electronically accepting this Election, he, she or they will become personally liable for the Employer’s Liability covered by this Election. This Election is made in accordance with paragraph 3B(1) of Schedule 1 to SSCBA.
(i) by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or
(ii) directly from the Employee by payment in cash or cleared funds; and/or
(iii) by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive in respect of the Awards; and/or
(iv) by any other means specified in the applicable award agreement.
(i) the Employee and the Company agree in writing that it should cease to have effect;
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(ii) on the date the Company serves written notice on the Employee terminating its effect;
(iii) on the date HM Revenue & Customs withdraws approval of this Election; or
(iv) after due payment of the Employer’s Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.
Acceptance by the Employee
The Employee acknowledges that, by clicking on the “ACCEPT” box in the online acceptance screen, the Employee agrees to be bound by the terms of this Election.
OR:
The Employee acknowledges that, by signing this Election, the Employee agrees to be bound by the terms of this Election.
Name ______________________________
Signature ______________________________
Date ______________________________
Acceptance by the Company
The Company acknowledges that, by signing this Election or arranging for the scanned signature of an authorised representative to appear on this Election, the Company agrees to be bound by the terms of this Election.
Signature for and on
behalf of the Company ____________________________
Position ____________________________
Date ____________________________
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SCHEDULE OF EMPLOYER COMPANIES
The following are employer companies to which this Election may apply:
For each company, provide the following details:
Name of Company: |
▇▇▇.▇▇▇ (UK) Ltd |
Registered Office: |
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ |
Company Registration Number: |
08097316 |
Corporation Tax District: |
Euston District |
Corporation Tax Reference: |
673 73432 29543 |
PAYE Reference: |
475/KA 80221 |
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