DOLBY LABORATORIES, INC.
2005 STOCK PLAN
STOCK OPTION AGREEMENT – INTERNATIONAL
Unless otherwise defined herein, the terms defined in the Dolby Laboratories, Inc. 2005 Stock Plan as amended from time to time (the “Plan”) shall have the same defined meanings in this Stock
||NOTICE OF STOCK OPTION GRANT |
||[insert name of record]|
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Participant has been granted an Option, subject to the terms and conditions of the Plan and this Stock
Option Agreement, as follows:
[insert option number]
Date of Grant
[insert option date]
Vesting Commencement Date
[insert vest base date]
Exercise Price per Share
[insert option price]
Total Number of Shares Granted
[insert shares granted]
Total Exercise Price
[insert total option price]
Type of Option:
[insert long type]
[insert expiration date]
Subject to Participant continuing to be a Service Provider and other limitations set forth in the Plan, this Stock Option Agreement and country-specific provisions as set forth in Appendix A to this Stock
Option Agreement, this Option may be exercised, in whole or in part, in accordance with the following schedule:
|Date of Vesting
This Option will be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option will be exercisable for one (1) year after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided above.
X. Xxxxx of Option.
The Administrator hereby grants to Participant named in the Notice of Stock Option Grant (the “Notice of Grant”) an Option to purchase the number of Shares, as set forth in the Notice of Grant,
at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated herein by reference, and this Stock Option Agreement and country-specific
provisions as set forth in Appendix A to this Stock Option Agreement (collectively, the “Option Agreement”). Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of
Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000
rule of Code Section 422(d), or otherwise does not qualify as an Incentive Stock Option, it shall be treated as a Nonstatutory Stock Option.
B. Exercise of Option.
1. Right to Exercise. This Option is
exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.
2. Method of Exercise. This Option is exercisable by (i) delivery of an exercise notice, in the form and manner determined by the Administrator, or (ii) following an electronic or other
exercise procedure prescribed by the Administrator, which in either case 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. Participant shall provide payment of the aggregate Exercise Price as to all Exercised Shares at the time of exercise, together with any
applicable Tax-Related Items (as defined in section II.F below) withholding arising in connection with such exercise. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed exercise notice or completion of such
exercise procedure, as the Administrator may determine in its sole discretion, accompanied by such aggregate Exercise Price and any applicable Tax-Related Items withholding.
No Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes, the Exercised Shares shall be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.
C. Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of Participant:
1. to the extent permitted by Applicable Law, by cash, check or cash equivalent;
2. consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
3. any other methods approved by the Administrator and permitted by Applicable Laws.
D. Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of
the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.
E. Term of Option.
This 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 Plan and the terms of this Option Agreement.
F. Tax Obligations.
Regardless of any action the Company or
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 withholding items related to Participant’s participation in the Plan and
legally applicable to Participant, or deemed by the Company or the Employer to be an appropriate charge to Participant even if technically due by the Company of the Employer (“Tax-Related Items”), Participant hereby acknowledges that the
ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer
(1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Shares
pursuant to such exercise, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) 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 Participant’s liability for Tax-Related Items or achieve a particular tax result. Further, if Participant has become subject to tax in more than one
jurisdiction between the date of grant and the date of any relevant taxable event, 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, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer or their respective
agents, in their sole discretion and without any notice or authorization by Participant, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(1) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or
(2) 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 Participant’s behalf pursuant to this authorization); or
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
Participant is deemed to have been issued the full number of Exercised Shares, notwithstanding that a number of the Exercised Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of
Participant’s participation in the Plan. No fractional Shares will be withheld or issued pursuant to the exercise of an Option and the issuance of Shares thereunder.
Finally, 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 Participant’s
participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares or the
proceeds from the sale of Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this section F.
1. Participant acknowledges receipt of a copy of the
Plan (including any applicable appendixes or sub-plans thereunder) and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has
reviewed the Plan (including any applicable appendixes or sub-plans thereunder) and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions
of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon
any change in the residence address in the Notice of Grant.
2. The Company (and not the Employer) is granting the Option. The Company will administer
the Plan from outside Participant’s country of residence.
3. The Plan is established voluntarily by the Company, is
wholly discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.
4. The grant
of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of options, even if Options have been granted repeatedly in the past.
5. All decisions with respect to future Option grants, if any, will be at the sole discretion of the Company.
6. The Option and the Shares subject to the Option are extraordinary items that do not constitute compensation of any kind for services
of any kind rendered to the Company or the Employer, and which are outside the scope of Participant’s employment contract, if any.
7. The Option and the Shares subject to the Option are not intended to replace any pension rights or compensation.
8. Although provided by the Company, the Option and the Shares subject to the Option are not part of Participant’s normal or expected salary or compensation for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long service awards, pension, retirement or welfare benefits, or any other similar payments, and in no event should the Option
be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary.
9. The Option grant and Participant’s participation in the Plan will not be interpreted to form an employment contract or
relationship with the Company or any Subsidiary and the Company will not incur any liability of any kind to Participant as a result of any change or amendment, or any cancellation, of the Plan at any time.
10. The future value of the underlying Shares is unknown and cannot be predicted with certainty.
11. If the underlying Shares do not increase in value, the Option will have no value.
12. If Participant exercises his or her Option and obtains Shares, the value of those Shares acquired upon exercise may increase or
decrease in value, even below the Exercise Price.
13. Participant has received the terms and conditions of this Option
Agreement and any other related communications in English, and Participant consents to having received
these documents in English. If Participant has received this Option 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.
14. Participant is voluntarily
participating in the Plan.
15. No claim or entitlement to compensation or damages shall arise from forfeiture of the Option
resulting from termination of Participant’s status as a Service Provider by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the option to which the
Participant is not otherwise entitled, Participant irrevocably agrees (i) never to institute any claim against the Company or the Employer, (ii) waive his or her ability, if any, to bring such a claim, and (iii) release the Company
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction, then, by accepting this Option Agreement, Participant will be deemed irrevocably to have agreed not to pursue such
claim and have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims.
the event of termination of Participant’s status as a Service Provider (whether or not in breach of local labor laws), Participant’s right to vest in the Option under the Plan, if any, will terminate effective as of the date that
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).
Further, in the event of termination of Participant’s status as a Service Provider (whether or not in breach of local labor laws), Participant’s right to exercise the Option after termination of status as a Service Provider will be
measured by the date of termination of Participant’s active employment and will not be extended by any notice period mandated under local law. The Administrator shall have the exclusive discretion to determine when Participant is no longer
actively employed for purposes of his or her Option grant.
17. The Option and the benefits under the Plan, if any, will not
automatically transfer to another company in the case of a merger or a Change in Control.
H. No Advice Regarding
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding
Participant’s participation in the Plan before taking any action related to the Plan.
By entering into this Option Agreement, and as a condition of the grant of the Option, Participant
explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, Participant’s personal data as described in this Option Agreement and any other Option grant materials by and among, as applicable, the
Employer, the Company and its Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan
Participant understands that the Company and the Employer may hold certain personal
information about Participant, including, but not limited to, name, home address and telephone number, e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships
held in the Company or any Subsidiary, details of all Options or other entitlement to Shares awarded, canceled, exercised, vested, unvested, or outstanding in Participant’s favor, for the exclusive purpose of implementing, managing and
administering the Plan (“Data”).
Participant further understands that Data will be transferred to the
Company’s Plan broker or such other stock plan service provider as may be selected by the Company in the future which is assisting the Company with the implementation, administration, and management of the Plan. Participant understands that
data recipients may be located in Participant’s country of residence or elsewhere, such as the United States and that that country may have different data privacy laws and protections than Participant’s country. Participant understands
that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the local human resources representative. Participant authorizes the Company, the Plan broker and any other possible recipients
which may assist the Company (presently or in the future) with implementing, administering and managing Participant’s participation in the Plan to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing Participant’s participation in the Plan, including any transfer of such Data, as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf,
to a broker or third party with whom the Shares acquired on exercise may be deposited.
that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. 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 Participant’s local human resources representative, or if there is no local
human resources representative, the human resources department of the Company. Participant understands that refusal or withdrawal of 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 or she may contact his or her local human resources representative, or if there is no local human resources representative, the human resources
department of the Company.
J. Entire Agreement; Governing Law.
The Plan is incorporated herein by reference. The Plan and this Option 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 Participant’s interest
except by means of a writing signed by the Company and Participant.
This Option Agreement is governed by the internal substantive laws, but not the choice of
law rules, of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Option Agreement, the parties hereby submit to and consent to the exclusive
jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Francisco County, California, or the federal courts for the United States for the Northern District of California, and no other
courts, where this grant is made and/or to be performed.
K. NO GUARANTEE OF CONTINUED SERVICE.
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THE NOTICE OF GRANT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S (OR PARENT’S OR SUBSIDIARY’S) RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
The provisions of this Option 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.
M. Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to Participant’s current or future participation in
the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees 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.
By Participant’s electronic signature and the electronic signature of the Company’s
representative, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Participant has reviewed the Plan and this Option Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option 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 Option Agreement.
Notwithstanding any provisions in this Option Agreement, the Option grant shall be subject to any special terms and conditions set forth
in any Appendix to this Option Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to Participant, to the extent
the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Option Agreement.
O. Imposition of Other Requirements.
The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
STOCK OPTION AGREEMENT – INTERNATIONAL
DOLBY LABORATORIES, INC. 2005 STOCK PLAN
Special Terms and Conditions for Participants Outside the U.S.
Appendix includes additional country-specific terms and conditions that apply to Participants resident in countries listed below. This Appendix is part of the Option Agreement and contains terms and conditions material to participation in the Plan.
Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Option Agreement.
No special provisions.
Notwithstanding section 7(d) of the Plan, Participant acknowledges that due to regulatory requirements,
Participant is prohibited from surrendering Shares that Participant owns and from attesting to the ownership of Shares to pay the Exercise Price and any Tax-Related Items under the Option.
Sale of Shares.
Participant acknowledges that he or she is permitted to sell the Shares acquired under the Plan through the designated broker appointed by the Company, provided the sale of the Shares takes place outside
of Canada through facilities of a stock exchange on which the Shares are listed.
Consent to Receive Information in English
for Quebec Employees.
Participant acknowledges that it is the express wish of the parties that this Option Agreement, as
well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be written in English.
Le participant reconnaît que c’est son souhait exprès d’avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés,
xxxx xxxxxx et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.
Authorization to Release and Transfer Necessary Personal Information for Quebec
The following provision supplements section II.I of the Option Agreement:
Participant 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. Participant further authorizes the Company, any Parent, Subsidiary or affiliate and the Administrator of the Plan to disclose and discuss the Plan
with their advisors. Participant further authorizes the Company and any Parent, Subsidiary or affiliate to record such information and to keep such information in Participant’s employee file.
Notwithstanding anything in section II.C of the Option Agreement to the contrary, Participant agrees to pay the
Exercise Price and any Tax-Related Items solely by means of a cashless sell-all method of exercise. To complete a cashless sell-all exercise, Participant must provide irrevocable instructions to the broker to: (i) sell all of the Shares to be
issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to Participant. Such delivery of the sales proceeds shall be subject to any
obligation to satisfy Tax-Related Items. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. To the extent that regulatory requirements in China
change, Dolby reserves the right to permit Participant to exercise the Option and pay the Exercise Price with cash, check, cash equivalent or cashless sell-to-cover exercise.
Exchange Control Acknowledgment.
Participant understands and agrees that,
pursuant to local exchange control requirements, Participant will be required to repatriate the cash proceeds from the immediate sale of Shares issued upon exercise to China. Participant understands that, under local law, such repatriation of the
cash proceeds may need to be effected through a special exchange control account established by the Company or one of its Subsidiaries and Participant hereby consents and agrees that any proceeds from the sale of any Shares Participant acquires may
be transferred to such special account prior to being delivered to Participant. If the proceeds from the sale of the Participant’s Shares are converted to local currency, the Participant acknowledges that the Company is under no obligation to
secure any exchange conversion rate, and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions in China. The Participant agrees to bear the risk of any exchange conversion rate fluctuation
between the date the RSUs vest and the date of conversion of the proceeds from the sale of the Shares issued upon vesting to local currency. 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.
Consent to Receive Information in English.
By signing and returning this
document providing for the terms and conditions of Participant’s option grant, Participant confirms having read and understood the documents relating to this grant (the Plan and this Option Agreement) which were provided in English language.
Participant accepts the terms of those documents accordingly.
En signant et renvoyant le présent document
décrivant les termes et conditions de l’attribution d’options, le participant confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan U.S. et ce contrat d’options) qui ont été
communiqués en langue anglaise. Le participant accepte les termes en connaissance de cause.
No special provisions.
Securities Law Notice.
Warning: The Option and Shares issued at exercise do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, its Subsidiaries or
affiliates. The Option Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of
securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Option is intended only for the personal use of each eligible employee of the Employer, the
Company or any Subsidiary or affiliate and may not be distributed to any other person. If Participant is in any doubt about any of the contents of the Option Agreement, including this Appendix, or the Plan, Participant should obtain independent
Participant agrees, and Participant’s heirs and assigns agree, not to sell any Shares within
six months of the date of grant.
Occupational Retirement Schemes Ordinance Alert.
The Company specifically intends that neither the Option nor the Plan will be an occupational retirement scheme for purposes of the
Occupational Retirement Schemes Ordinance (“ORSO”).
Method of Payment.
Notwithstanding anything in section II.C of the Option
Agreement to the contrary, Participant agrees that he or she may pay the Exercise Price, Tax-Related Items and fringe benefit tax solely by means of cash, check or cash equivalent, or through a cashless sell-all method of exercise. To complete a
cashless sell-all exercise, Participant must provide irrevocable instructions to the broker to: (i) sell all of the Shares to be issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable
Tax-Related Items and fringe benefit tax; and (iii) remit the balance in cash to Participant. Due to exchange control laws, Participant understands that Participant will not be permitted to pay the Exercise Price, Tax-Related Items or
fringe benefit tax by using the cashless sell-to-cover method of exercise (under which method a number of Shares with a value sufficient to cover the Exercise Price, brokerage fees and any applicable Tax-Related Items and fringe benefit tax would be
sold upon exercise and Participant would receive only the remaining Exercised Shares). In the event of changes in exchange control laws in India, the Company reserves the right to permit cashless sell-to-cover exercises.
No special provisions.
Consent to Comply with Dutch Securities Law.
Participant has been granted Options under the Plan, pursuant to which Participant may acquire Shares. Participants who are residents of the Netherlands should be aware of the Dutch xxxxxxx xxxxxxx rules,
which may impact the sale of such Shares. In particular, Participant may be prohibited from effecting certain share transactions if Participant has insider information regarding the Company.
Below is a discussion of the applicable restrictions. Participant is advised to read the discussion carefully to determine whether the
insider rules apply to Participant. If it is uncertain whether the insider rules apply, the Company recommends that Participant consult with his or her personal legal advisor. Please note that the Company cannot be held liable if Participant
violates the Dutch insider rules. Participant is responsible for ensuring compliance with these rules.
By entering into
the Option Agreement and participating in the Plan, Participant acknowledges having read and understood the notification below and acknowledges that it is his or her own responsibility to comply with the Dutch xxxxxxx xxxxxxx rules, as discussed
Prohibition Against Xxxxxxx Xxxxxxx.
Dutch securities laws prohibit xxxxxxx xxxxxxx. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “inside
information” related to the Company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is knowledge of specific information concerning the issuer to which the securities relate
that is not public and which, if published, would reasonably be expected to affect the Share price, regardless of the actual effect on the price. The insider could be any employee of the Company or its Dutch Subsidiary who has inside information as
Given the broad scope of the definition of inside information, certain employees of the Company working at
its Dutch Subsidiary may have inside information and thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when he or she had such inside information.
The Options are being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f)
of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that such Option grant is subject
to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Class A common stock in Singapore, or any offer of the Class A common stock underlying the
Options unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).
Director Reporting Notice.
If Participant is a director, associate director or shadow director of a Singapore Subsidiary of the Company, as the terms are used in the Singapore Companies Act (the “SCA”), Participant agrees
to comply with notification requirements under the SCA. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when Participant receives an interest (e.g., Options, Shares) in the Company or any related companies
(including when Participant sells Shares acquired through exercise of the Option). In addition, Participant must notify the Singapore Subsidiary when Participant sells or receives Shares of the Company or any related company (including when
Participant sells or receives Shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of
Participant’s interests in the Company or any related company within two days of becoming a director.
Xxxxxxx Xxxxxxx Notice.
Participant should be aware of the Singaporean insider-trading rules, which may impact Participant’s acquisition or disposal of
Shares or rights to Shares under the Plan. Under the Singaporean insider-trading rules, Participant is prohibited from acquiring or selling Shares or rights to Shares (e.g., an Option under the Plan) when Participant is in possession of
information that is not generally available and that Participant knows or should know will have a material effect on the price of Shares once such information is generally available.
No Entitlement for Claims or Compensation.
The following provisions supplement section II.G of the Option Agreement:
By accepting the Option, Participant consents to participation in the Plan and acknowledges that Participant has received a copy of the
Participant understands and agrees that, as a condition of the grant of the Option, termination of
Participant’s status as a Service Provider for any reason (including for the reasons listed below) prior to the vesting date will automatically result in the loss of the unvested Options that may have been granted to Participant. In particular,
Participant understands and agrees that any unvested Options shall be forfeited without entitlement to the underlying Shares or to any amount as indemnification in the event of a termination of status as a Service Provider, including, but not
limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or
recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal
by the Employer, and under Article 10.3 of Royal Decree 1382/1985.
Participant understands that the Company has unilaterally,
gratuitously and in its sole discretion decided to grant Options under the Plan to individuals who may be Employees, Directors or Consultants throughout the world. The decision is limited and entered into based upon the express assumption and
condition that any Options will not economically or otherwise bind the Company or any Parent, Subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Option Agreement. Consequently, Participant
understands that the Options are granted on the assumption and condition that the Option shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or affiliate, including the Employer) and shall not be
considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from
the grant of the Option, which is gratuitous and discretionary, since the future value of the Option and the underlying Shares is unknown and unpredictable. Participant also understands that the grant of the Option would not be made but for the
assumptions and conditions set forth hereinabove; thus, Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Option and any right to
the underlying Shares shall be null and void.
Securities Law Notice.
No “offer of securities to the public”, as defined under Spanish law, has taken place or will take place in the Spanish
territory with respect to the Option. No public offering prospectus has been, nor will it be registered with the Comisión Nacional del Xxxxxxx de Valores (Spanish Securities Exchange Commission) (“CNMV”). Neither the Plan nor
the Option Agreement constitute a public offering prospectus and they have not been, nor will they be, registered with the CNMV.
No special provisions.
No special provisions.
United Arab Emirates
This Option Agreement is intended for distribution only to Employees or former Employees or close relatives of
any such Employee for the purposes of an employee compensation or reward scheme.
The Emirates Securities and Commodities
Authority has no responsibility for reviewing or verifying any documents in connection with the Option or this Option Agreement. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved this Option Agreement nor
taken steps to verify the information set out in it, and have no responsibility for it.
The securities to which this Option
Agreement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities.
If Participant does not understand this Option Agreement, Participant should consult an authorized financial adviser.
As a condition of the purchase of Shares under the Plan, Participant agrees to accept any liability for
secondary Class 1 NICs (“Employer NICs”) which may be payable by the Company
or the Employer with respect to the purchase of the Shares or otherwise payable in connection with the right to acquire Shares. To accomplish the foregoing, Participant agrees to execute a
joint election with the Company and/or the Employer (the “Election”), the form of such Election being formally approved by HM Revenue and Customs (“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 joint elections as may be required between Participant and any successor to the Company and/or the Employer. Participant agrees to enter into an Election prior to the
exercise of any Options. Participant further agrees that the Company and/or the Employer may collect the Employer NICs by any of the means set forth in Section II.F of the Option Agreement.
Tax Withholding Obligations.
The following supplements section II.F of the Option Agreement:
shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Taxable Event”) that cannot
be satisfied by the means described in Section II.F of the Option Agreement. If payment or withholding of the Tax-Related Items (including Employer NICs) due is not made within ninety (90) days of the Taxable Event or such other period as
required under U.K. law (the “Due Date”), Participant agrees that the amount of any uncollected Tax-Related Items shall constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will
bear interest at the then-current HMRC Official Rate, it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the Option Agreement. If Participant fails to
comply with his or her obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Shares acquired under the Plan.
Notwithstanding the foregoing, if Participant is a director or executive officer of Dolby (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended),
Participant shall not be eligible for a loan from the Company to cover Tax-Related Items. In the event that Participant is a director or executive officer and Tax-Related Items are not collected from or paid by Participant by the Due Date, the
amount of any uncollected Tax-Related Items may constitute a benefit to Participant on which additional income tax and National Insurance Contributions may be payable. Participant will be responsible for reporting and paying any income tax and
National Insurance contributions (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime.