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4. Conditions in the Event of Termination**
Termination by Reason of Death, Total and
Permanent Disability - the RSU Award will
continue to vest.
Termination by Reason of Retirement - the
RSU Award will continue to vest subject to
vesting rules for retirement.
Voluntary Resignation, Involuntary
Termination or Termination for Cause - any
unvested portion will be forfeited.
(i) “Cause” means failure to perform the Grantee’s job responsibilities in good faith,
falsification of Company records, theft, failure to cooperate with an investigation,
use or distribution on the premises of the Company or any of the Company’s
subsidiaries of illegal drugs, conviction of any crime against the Company, any of
the Company’s subsidiaries or any of their employees or other violations of the
Company’s Code of Business Ethics.
(ii) “Data” means personal information about the Grantee, including the Grantee’s
name, home address and telephone number, date of birth, social security number
or identification number, salary, nationality, job title, any shares or directorships
held in the Company, details of all RSU Awards or any other entitlement to shares
awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor,
for the purpose of managing and administering the Plan.
(iii) “Retirement” has the meaning set forth in the Plan.
(iv) “Stock” means shares of the common stock, par value $0.01 per share, of the
(v) “Total and Permanent Disability” means a disability qualifying the Grantee to
receive benefits under the applicable total and permanent disability income plan
provided by the Company or the subsidiary of the Company which employs Grantee.
2. ACKNOWLEDGMENT AND WAIVER
By entering into this RSU Award Agreement, the Grantee acknowledges that:
(i) the Plan is discretionary in nature and may be amended, suspended or terminated
by the Company at any time and the Company, in its discretion, shall have the power
and authority to (a) determine which (if any) individuals rendering services or
employed outside the United States are eligible to participate in the Plan; (b)
determine which non-United States-based operations (e.g., subsidiaries, branches,
representative offices) participate in the Plan; (c) modify the terms and conditions
of any RSU Awards made to such eligible individuals, or with respect to such
non-United States-based operations; and (d) establish sub-plans, modified exercise,
payment and other terms and procedures to the extent deemed necessary or desirable
by the Company;
(ii) although RSUs vest on a particular date, it may take additional time to process the
vesting, resulting in the underlying shares of Stock not actually being available to
the Grantee until sometime after the vesting date, and the Grantee acknowledges that
he/she assumes any risk in share price between the vesting date and the date the
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5. DATA PRIVACY CONSENT
The Grantee consents to the collection, use and transfer of Data as described in this
paragraph. The Grantee understands that the Company and/or its Subsidiaries will transfer Data
amongst themselves as necessary for the purpose of implementation, administration and
management of the Grantee’s participation in the Plan or any other plan of the Company
(through this RSU Award and any other award which may have been or be in the future granted
under the Plan or any such other plan), and that the Company and/or any of its Subsidiaries may
each further transfer Data to any third parties assisting the Company in the Economic Area,
or elsewhere, such as the United States or Canada. The Grantee authorizes them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Grantee’s participation in the Plan or any
other plan of the Company (through this RSU Award and any other award which may have been
or be in the future granted under the Plan or any such other plan), including any requisite
transfer to a broker or other third party with whom the Grantee may elect to deposit any
Stock acquired upon issuance of Stock in accordance with this RSU Award or any other award
and such Data as may be required for the administration of the Plan or any other plan of the
Company and/or the subsequent holding of Stock on his or her behalf. The Grantee
understands that he or she may, at any time, view Data, require any necessary amendments to it
or withdraw the consents herein in writing by contacting his or her local Human Resources
representative. Withdrawal of consent may, however, affect Grantee’s ability to realize benefits
from this RSU Award or other awards.
6. RIGHTS AS A STOCKHOLDER
The Grantee of this RSU Award will have no rights as a shareholder with respect to any
shares of Stock covered by the award except as expressly contained or provided for in the award
agreement or the Plan until the vesting of the award.
**Note that certain changes to either or both of (1) the post-vesting holding and (2) retirement
provisions may be made in the agreements provided to members of the Global Executive Board
from time to time to conform to requirements of specific grants under applicable compensation