Restricted Share Unit Award Agreement – Flextronics International Ltd.
FLEXTRONICS INTERNATIONAL LTD.
2010 EQUITY INCENTIVE PLAN
RESTRICTED SHARE UNIT AWARD AGREEMENT
This Restricted Share Unit Award Agreement (the
“Agreement“) is made and entered into as of [ «Grant
Date »], (the “Effective Date“) by and between
Flextronics International Ltd., a Singapore corporation (the
“Company“), and the participant named below (the
“Participant“). Capitalized terms not defined herein
shall have the meaning ascribed to them in the Flextronics International Ltd.
2010 Equity Incentive Plan (the “Plan“). The
Participant understands and agrees that this Restricted Share Unit Award (the
“RSU Award“) is granted subject to and in accordance
with the express terms and conditions of the Plan and this Agreement including
any country-specific terms set forth in Exhibit A to this Agreement. The
Participant further agrees to be bound by the terms and conditions of the Plan
and the terms and conditions of this Agreement. The Participant acknowledges
receipt of a copy of Plan and the official prospectus for the Plan. A copy of
the Plan and the official prospectus for the Plan are available in the UBS
OneSource Library and at the offices of the Company and the Participant
hereby agrees that the Plan and the official prospectus for the Plan are deemed
delivered to the Participant.
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PRIMARY INFORMATION |
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Participant: |
«First » «Last », |
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Target Shares: |
«Target Shares » |
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Maximum Shares: |
«Max Shares » (at 150% of Target) |
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Date of Grant: |
«Grant Date » |
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Performance Criteria: |
Vesting is based on the relative Total Shareholder Return (TSR) versus the |
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Payout Table: |
Payouts can range from 0 : 150% of the Target Shares based on the achievement |
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Flextronics TSR as a percentage of the S&P |
Awards Earned as a |
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Maximum |
Above 150% of S&P |
150 |
% |
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Above 125% of S&P |
125 |
% |
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Target Shares |
Above 100% of S&P |
100 |
% |
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Above 75% of S&P |
75 |
% |
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Threshold |
Above 50% of S&P |
50 |
% |
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Below 50% of S&P |
0 |
% |
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Performance Period: |
Vesting is contingent on achieving the Performance Criteria, respectively, at |
DEFINITIONS AND ADDITIONAL INFORMATION
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S&P 500 Index: |
The S&P 500 is a capitalization-weighted index operated by Standard and |
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Total Shareholder Return: |
Total Shareholder Return (TSR) is used to represent the cumulative return of |
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TSR = (Price End – Price |
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Payout Calculation: |
The Payout Calculation is determined by comparing the Flextronics Total |
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Payout % = ((FLEX TSR% – S&P |
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Payout Interpolation: |
If the minimum payout is not reached, then the shares will be forfeited. If |
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20-Day Trading Average for Measuring Performance: |
To avoid the effects of short-term price fluctuations, a 20-Day Trading |
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20-Day Trading Average = (Sum of Prior 20 day Closing Prices) / |
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Measurement Period: |
The Measurement Period used to calculate the TSR will start on June 15, 2011 |
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Vesting / Release Date: |
If the Performance Criteria is met, shares will vest or be released on the |
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Closing Price Methodology: |
Only the Daily Closing Price will be used to determine Total Shareholder |
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Dividend Value and Stock Splits: |
Dividends will be assumed reinvested at the Closing Price on the Payout Date |
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EXAMPLES |
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Assumptions: |
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The examples below assume that 90,000 Target Shares / 135,000 Maximum Shares
are awarded and that Flextronics153s and the S&P Index 20-Day Trading Averages
are $7.00 and $1,000 respectively on June 15, 2011.
Maximum Target:
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Price Begin |
Dividend Value |
Price End |
TSR Calculation |
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S&P 500 |
$ |
1,000 |
$ |
100.00 |
$ |
1,100 |
(1,100 – 1,000 + 100) / 1,000 = 20% |
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Flextronics |
$ |
7.00 |
$ |
0.00 |
$ |
10.50 |
(10.50 : 7.00 + 0) / 7.00 = 50% |
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Payout Calculation: |
((50% – 20%) / 20%) + 100% = 250% |
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Target Awarded: |
250% is above the 150% Maximum Target so Maximum Payout of 150% or 135,000 |
Interpolated Target:
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Price Begin |
Dividend Value |
Price End |
TSR Calculation |
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S&P 500 |
$ |
1,000 |
$ |
0.00 |
$ |
700 |
(700 – 1,000 + 0) / 1,000 = (30)% |
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Flextronics |
$ |
7.00 |
$ |
0.00 |
$ |
5.25 |
(5.25 : 7.00 + 0) / 7.00 = (25)% |
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Payout Calculation: |
((-25% + 30%) / 30%) +100% = 117% |
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Target Awarded: |
117% is above the Minimum and below the Maximum Targets so an interpolated |
Forfeited:
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Price Begin |
Dividend Value |
Price End |
TSR Calculation |
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S&P 500 |
$ |
1,000 |
$ |
0.00 |
$ |
1,200 |
(1,200 – 1,000 + 0) / 1,000 = 20% |
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Flextronics |
$ |
7.00 |
$ |
0.00 |
$ |
7.65 |
(7.65 : 7 + 0) / 7.00 = 9.3% |
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Payout Calculation: |
((9.3% – 20%) / 20%) +100% = 47% |
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Target Awarded: |
47% is below the 50% Minimum Target so no Payout is achieved |
1. Grant of RSU
Award.
1.1 Grant of RSU Award. Subject to the terms and conditions of the
Plan and this Agreement, including any country-specific terms set forth in
Exhibit A to this Agreement, the Company hereby grants to the Participant an RSU
Award for the number of ordinary shares set forth above under “RSU Award” (the
“Shares“).
(a) Vesting Criteria. The RSU Award shall vest, and the Shares shall
be issuable to the Participant, according to the Vesting Criteria set forth
above. If application of the Vesting Criteria causes vesting of a fractional
Share, such Share shall be rounded down to the nearest whole Share. Shares that
vest and are issuable pursuant to the Vesting Criteria are “Vested
Shares.”
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(c) Termination of Service. The RSU Award, all of the Company153s
obligations and the Participant153s rights under this Agreement, shall terminate
on the earlier of the Participant153s Termination Date (as defined in the Plan) or
the date when all the Shares that are subject to the RSU Award have been
allotted and issued, or forfeited in the case of any portion of the RSU Award
that fails to vest.
(d) Allotment and Issuance of Vested Shares. The Company shall allot
and issue the Vested Shares as soon as practicable after such Shares have vested
pursuant to the Vesting Criteria. The Company shall have no obligation to allot
and issue, and the Participant will have no right or title to, any Shares, and
no Shares will be allotted and issued to the Participant, until satisfaction of
the Vesting Criteria.
(e) No Obligation to Employ. Nothing in the Plan or this Agreement
shall confer on the Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent, Subsidiary or Affiliate or limit
in any way the right of the Company or any Parent, Subsidiary or Affiliate to
terminate the Participant153s employment or service relationship at any time, with
or without cause.
(f) Nontransferability of RSU Award. None of the Participant153s
rights under this Agreement or under the RSU Award may be transferred in any
manner other than by will or by the laws of descent and distribution.
Notwithstanding the foregoing, the Participants in the U.S. may transfer or
assign the RSU Award to Family Members (as defined in the Plan) through a gift
or a domestic relations order (and not in a transfer for value), or as otherwise
allowed by the Plan. The terms of this Agreement shall be binding upon the
executors, administrators, successors and assigns of the Participant.
(g) Privileges of Share Ownership. The Participant shall not have
any of the rights of a shareholder until the Vested Shares are allotted and
issued after the applicable vest date.
(h) Interpretation. Any dispute regarding the interpretation of the
terms and provisions with respect to the RSU Award and this Agreement shall be
submitted by the Participant or the Company to the Committee for review. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on the Participant.
1.2 Title to Shares. Title will be provided in the Participant153s
individual name on the Company153s records unless the Participant otherwise
notifies Stock Administration of an alternative designation in compliance with
the terms of this Agreement and applicable laws.
2. Delivery.
2.1 Deliveries by Participant. The Participant hereby delivers to the
Company this Agreement.
2.2 Deliveries by the Company. The Company will issue a duly executed
share certificate or other documentation evidencing the Vested Shares in the
name specified in Section 1.2 above upon vesting, provided the Participant has
delivered and executed this Agreement prior to the applicable vesting date and
has remained continuously employed by the Company or a Parent, Subsidiary, or
Affiliate through each applicable vesting date.
3. Compliance with Laws
and Regulations. The issuance and transfer
of the Shares to the Participant shall be subject to and conditioned upon
compliance by the Company and the Participant with all applicable requirements
of any share exchange or automated quotation system on which the
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Company153s Ordinary Shares may be listed at the time of such issuance or
transfer. The Participant understands that the Company is under no obligation to
register or qualify the Shares with the U.S. Securities and Exchange Commission,
any state, local or foreign securities commission or any share exchange to
effect such compliance.
4. Rights as
Shareholder. Subject to the terms and conditions
of this Agreement, the Participant will have all of the rights of a shareholder
of the Company with respect to the Vested Shares which have been allotted and
issued to the Participant until such time as the Participant disposes of such
Vested Shares.
5. Stop-Transfer
Orders.
5.1 Stop-Transfer Instructions. The Participant agrees that, to ensure
compliance with the restrictions imposed by this Agreement, the Company may
issue appropriate “stop-transfer” instructions to its transfer agent, if any,
and if the Company administers transfers of its own securities, it may make
appropriate notations to the same effect in its own records.
5.2 Refusal to Transfer. The Company will not be required (i) to
register in its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares, or to accord the right to vote or pay dividends to any
Participant or other transferee to whom such Shares have been so transferred.
6. Taxes and Disposition of
Shares.
6.1 Tax Obligations.
(a) Regardless of any action the Company or the Participant153s employer (the
“Employer”) takes with respect to any or all income tax, social insurance,
payroll tax, payment on account or other tax-related items arising out of the
Participant153s participation in the Plan and legally applicable to the
Participant (“Tax-Related Items”), the Participant acknowledges that the
ultimate liability for all Tax-Related Items is and remains the Participant153s
responsibility and may exceed the amount actually withheld by the Company and/or
the Employer. The Participant further acknowledges that the Company and/or the
Employer (a) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the RSU Award, including
but not limited to, the grant, vesting or issuance of Vested Shares underlying
the RSU Award, the subsequent sale of Vested Shares acquired upon vesting and
the receipt of any dividends; and (b) do not commit and are under no obligation
to structure the terms of the grant or any aspect of the RSU Award to reduce or
eliminate the Participant153s liability for Tax-Related Items or achieve any
particular tax result. Furthermore, if the Participant has become subject to tax
in more than one jurisdiction between the Date of Grant and the date of any
relevant taxable event, the Participant acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.
(b) Prior to the relevant taxable or tax withholding event, as applicable,
the Participant shall pay or make arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax-Related Items. In this regard, the
Participant authorizes the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy the Tax-Related Items by one or a
combination of the following (1) withholding from the Participant153s wages or
other cash compensation paid to the Participant by the Company, the Employer, or
any Parent or Subsidiary of the Company; or (2) withholding from the proceeds of
the sale of Vested Shares either through a voluntary sale or through
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a mandatory sale arranged by the Company (on the Participant153s behalf
pursuant to this authorization); or (3) withholding in Shares to be issued at
vesting of the RSU Award.
(c) To avoid any 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
the Tax-Related Items is satisfied by withholding in Shares, for tax purposes,
the Participant is deemed to have been issued the full number of Vested Shares,
notwithstanding that a number of Shares are held back solely for the purpose of
paying the Tax-Related Items due as a result of the Participant153s participation
in the Plan.
(d) The Participant shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of the Participant153s participation in the Plan that
cannot be satisfied by the means previously described in this section. The
Company may refuse to issue or deliver the Vested Shares or the proceeds from
the sale of Shares, if the Participant fails to comply with his or her
obligations in connection with the Tax-Related Items.
6.2 Disposition of Shares. Participant hereby agrees that the
Participant shall make no disposition of the Shares (other than as permitted by
this Agreement) unless and until the Participant shall have complied with all
requirements of this Agreement applicable to the disposition of the Shares.
7. Nature of Grant. In accepting the
RSU Award, the Participant acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, is discretionary in
nature and may be amended, suspended or terminated by the Company at any time;
(b) the grant of the RSU Award is voluntary and occasional and does not
create any contractual or other right to receive future RSU Awards, or benefits
in lieu of RSU Awards, even if RSU Awards have been granted repeatedly in the
past;
(d) all decisions with respect to future RSU Awards, if any, will be at the
sole discretion of the Company;
(e) the Participant153s participation in the Plan is voluntary;
(f) the future value of the Shares underlying the RSU Award is unknown and
cannot be predicted with certainty;
(g) no claim or entitlement to compensation or damages shall arise from the
forfeiture of the RSU Award resulting from a Termination of Service (for any
reason whatsoever and whether or not in breach of local labor laws), and in
consideration of the RSU Award to which the Participant is otherwise not
entitled, the Participant irrevocably agrees never to institute any claim
against the Company and/or the Employer, waives the Participant153s ability, if
any, to bring any such claim, and releases the Company and/or the Employer from
any such claim; if, notwithstanding the foregoing, any such claim is allowed by
a court of competent jurisdiction, then, by participating in the Plan, the
Participant shall be deemed irrevocably to have agreed not to pursue such claim
and agrees to execute any and all documents necessary to request dismissal or
withdrawal of such claims; and
(h) for the Participants residing outside of the U.S.A.:
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(A) the RSU Award and any Shares acquired under the Plan are not intended to
replace any pension rights or compensation;
(B) the RSU Award is not part of normal or expected compensation or salary
for any purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, dismissal,
bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or
relating in any way to past services for the Employer, the Company or any
Parent, Subsidiary or Affiliate; and
(C) in the event of the Participant153s Termination of Service (whether or not
in breach of local labor laws), the Participant153s right to vest in the RSU Award
under the Plan, if any, will terminate effective as of the date of Termination
of Service and; the Committee shall have the exclusive discretion to determine
when the Participant is no longer actively providing service for purposes of
this RSU Award.
8. No Advice Regarding Grant. The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant153s participation in the
Plan, or the sale of the Shares acquired upon vesting of the RSU Award. The
Participant is hereby advised to consult with his or her own personal tax, legal
and financial advisors regarding his or her participation in the Plan before
taking any action related to the Plan.
9. Data
Privacy.
(a) The Participant hereby explicitly
and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant153s personal data as described in this Agreement
and any other RSU Award materials by and among, as applicable, the Employer, the
Company and its Parent, Subsidiaries and Affiliates for the exclusive purpose of
implementing, administering and managing the Participant153s participation in the
Plan.
(b) The Participant understands that
the Company and the Employer may hold certain personal information about the
Participant, including, but not limited to, the Participant153s name, home address
and telephone number, date of birth, social insurance number or other
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 Participant153s favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).
(c) The Participant understands that
Data will be transferred to the Company 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. The Participant
understands that the recipients of the Data may be located in the United States
or elsewhere, and that the recipients153 country (e.g.,
the United States) may have different data privacy laws and protections from the
Participant153s country. The Participant understands that he or she may request a
list with the names and addresses of any potential recipients of the Data by
contacting his or her local human resources representative. The Participant
authorizes the Company, the Company stock plan service provider and any other
possible recipients which may assist the Company (presently or in the future)
with implementing, administering and managing the Plan to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the sole purpose
of implementing, administering and managing his or her participation in the
Plan. The Participant understands that Data will be held only as long as is
necessary to implement, administer and manage the Participant153s participation in
the Plan. The Participant understands that he or she may, at any time, view
Data, request additional information
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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. The Participant understands, however, that refusing or
withdrawing his or her consent may affect the Participant153s ability to
participate in the Plan. For more information on the consequences of the
Participant153s refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact his or her local human resources
representative.
10. Successors and
Assigns. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth in this Agreement and in the Plan, this
Agreement will be binding upon the Participant and the Participant153s heirs,
executors, administrators, legal representatives, successors and assigns.
11. Governing Law; Venue;
Severability. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of California as
such laws are applied to agreements between California residents entered into
and to be performed entirely within California, excluding that body of laws
pertaining to conflict of laws. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
the RSU Award or this 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 Santa Clara County, California, or the
federal courts for the United States for the Northern District of California,
and no other courts, where this Agreement is made and/or to be performed. If any
provision of this Agreement is determined by a court of law to be illegal or
unenforceable, then such provision will be enforced to the maximum extent
possible and the other provisions will remain fully effective and enforceable.
12. Notices. Any
notice required to be given or delivered to the Company shall be in writing and
addressed to the Vice President of Finance of the Company at its corporate
offices at 847 Gibraltar Drive, Milpitas, California 95035. Any notice required
to be given or delivered to the Participant shall be in writing and addressed to
the Participant at the address indicated on the signature page hereto or to such
other address as the Participant may designate in writing from time to time to
the Company. All notices shall be deemed effectively given upon personal
delivery, three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested), one (1) business day after its
deposit with any return receipt express courier (prepaid), or one (1) business
day after transmission by facsimile.
13. Headings. The
captions and headings of this Agreement are included for ease of reference only
and will be disregarded in interpreting or construing this Agreement. All
references herein to Sections will refer to Sections of this Agreement.
14. Language. If
the Participant has received this Agreement or any other document related to the
Plan translated into a language other than English and if the meaning of the
translated version is different from the English version, the English version
will control.
15. Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to current
or future participation in the Plan by electronic means. The 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 a third party designated by the Company.
16. Exhibit A. Notwithstanding any
provision in this Agreement to the contrary, the RSU Award shall be subject to
any special terms and provisions as set forth in Exhibit A to this Agreement for
the
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Participant153s country. Moreover, if the Participant relocates to one of the
countries included in Exhibit A, the special terms and conditions for such
country will apply to the Participant, to the extent the Company determines that
the application of such terms and conditions is necessary or advisable in order
to comply with local law or facilitate the administration of the Plan. Exhibit A
constitutes part of this Agreement.
17. Code Section 409A. With respect
to U.S. taxpayers, it is intended that the terms of the RSU Award will comply
with the provisions of Section 409A of the Code and the Treasury Regulations
relating thereto so as not to subject the Participant to the payment of
additional taxes and interest under Section 409A of the Code, and this Agreement
will be interpreted, operated and administered in a manner that is consistent
with this intent. In furtherance of this intent, the Committee may adopt such
amendments to this Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, in each case, without the consent of the Participant, that the
Committee determines are reasonable, necessary or appropriate to comply with the
requirements of Section 409A of the Code and related U.S. Department of Treasury
guidance. In that light, the Company makes no representation or covenant to
ensure that the RSU Awards that are intended to be exempt from, or compliant
with, Section 409A of the Code are not so exempt or compliant or for any action
taken by the Committee with respect thereto.
18. Imposition of Other
Requirements. The Company reserves the right to impose other
requirements on the Participant153s participation in the Plan, on the RSU Award
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 the Participant to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.
19. Entire
Agreement. The Plan and this Agreement, together
with all its Exhibits, constitute the entire agreement and understanding of the
parties with respect to the subject matter of this Agreement, and supersede all
prior understandings and agreements, whether oral or written, between the
parties hereto with respect to the specific subject matter hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
Effective Date.
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FLEXTRONICS INTERNATIONAL LTD. |
PARTICIPANT |
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By: |
By: |
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Name: |
Name: |
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Title: |
Address: |
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9
FLEXTRONICS INTERNATIONAL LTD. 2010 EQUITY INCENTIVE
PLAN
EXHIBIT A TO THE
RESTRICTED SHARE UNIT AWARD AGREEMENT
FOR NON-U.S. PARTICIPANTS
Terms and Conditions
This Exhibit A includes additional terms and conditions that govern the RSU
Award granted to the Participant under the Plan if the Participant resides in
one of the countries listed below. Certain capitalized terms used but not
defined in this Exhibit A have the meanings set forth in the Plan and/or the
Agreement.
Notifications
This Exhibit A also includes information regarding exchange controls and
certain other issues of which the Participant should be aware with respect to
his or her participation in the Plan. The information is based on the
securities, exchange control and other laws in effect in the respective
countries as of July 2010. Such laws are often complex and change frequently. As
a result, the Company strongly recommends that the Participant not rely on the
information in this Exhibit A as the only source of information relating to the
consequences of the Participant153s participation in the Plan because the
information may be out of date at the time that the RSU Award vests and Shares
are issued to the Participant or the Participant sells Shares acquired upon
vesting of the RSU Award under the Plan.
In addition, the information contained herein is general in nature and may
not apply to the Participant153s particular situation, and the Company is not in a
position to assure the Participant of a particular result. Accordingly, the
Participant is advised to seek appropriate professional advice as to how the
relevant laws in the Participant153s country may apply to his or her situation.
Finally, if the Participant is a citizen or resident of a country other than
the one in which he or she is currently working or transfers employment after
the Date of Grant, the information contained herein may not be applicable to the
Participant.
AUSTRIA
Notifications
Exchange Control Information. If the Participant holds
Shares acquired under the Plan outside of Austria, the Participant must submit a
report to the Austrian National Bank. An exemption applies if the value of the
shares as of any given quarter does not exceed 30,000,000 or as of December 31
does not exceed 5,000,000. If the former threshold is exceeded, quarterly
obligations are imposed, whereas if the latter threshold is exceeded, annual
reports must be given. The annual reporting date is December 31 and the deadline
for filing the annual report is March 31 of the following year.
When the Participant sells Vested Shares issued under the Plan, there may be
exchange control obligations if the cash received is held outside Austria. If
the transaction volume of all the Participant153s accounts abroad exceeds
3,000,000, the movements and balances of all accounts must be reported monthly,
as of the last day of the month, on or before the fifteenth day of the following
month.
Consumer Protection Information. To the extent that the
provisions of the Austrian Consumer Protection Act are applicable to the
Agreement and the Plan, the Participant may be entitled to revoke his or her
acceptance of the Agreement if the conditions listed below are met:
(i) If the Participant accepts the RSU Award outside of the business premises
of the Company, the Participant may be entitled to revoke his or her acceptance
of the Agreement, provided the revocation is made within one week after the
Participant accepts the Agreement.
(ii) The revocation must be in written form to be valid. It is sufficient if
the Participant returns the Agreement to the Company or the Company153s
representative with language that can be understood as the Participant153s refusal
to conclude or honor the Agreement, provided the revocation is sent within the
period set forth above.
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BRAZIL
Notifications
Compliance with Law. By accepting the RSU Award, the
Participant acknowledges his or her agreement to comply with applicable
Brazilian laws and to pay any and all applicable taxes associated with the RSU
Award, the receipt of any dividends, and the sale of Vested Shares issued under
the Plan.
Exchange Control Information. If the Participant is a
resident or domiciled in Brazil, he or she will be required to submit an annual
declaration of assets and rights held outside of Brazil to the Central Bank of
Brazil if the aggregate value of such assets and rights is equal to or greater
than US$100,000 (approximately BRL175,950 as of July 2010). 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 Participant153s date of admittance as a resident of
Brazil. Assets and rights that must be reported include Shares issued upon
vesting of the RSU Award under the Plan.
CANADA
Terms and Conditions
French Language Provision. The following provision will
apply if the Participant is a resident of Quebec:
The parties acknowledge that it is their express wish that the Agreement, 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.
Les parties reconnaissent avoir exig la r daction en anglais de cette
convention, ainsi que de tous documents, avis et proc dures judiciaires,
ex cut s, donn s ou intent s en vertu de, ou li s directement ou indirectement
, la pr sente convention.
Termination of Service. This provision supplements Section
1.1(c) of the Agreement:
In the event of involuntary Termination of Service (whether or not in breach
of local labor laws), the Participant153s right to receive and vest in the RSU
Award under the Plan, if any, will terminate effective as of the date that is
the earlier of: (1) the date the Participant receives notice of Termination of
Service from the Company or the Employer, or (2) the date the Participant is no
longer actively providing service by the Company or his or her Employer
regardless of any notice period or period of pay in lieu of such notice required
under local law (including, but not limited to, statutory law, regulatory law
and/or common law); the Committee shall have the exclusive discretion to
determine when the Participant no longer actively providing service for purposes
of the RSU Award.
Data Privacy. This provision supplements Section 9 of the
Agreement:
The Participant hereby authorizes the Company and the Company153s
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 Participant further authorizes the Company, any Parent, Subsidiary
or Affiliate and the Committee to disclose and discuss the Plan with their
advisors. The Participant further authorizes the Company and any Parent,
Subsidiary or Affiliate to record such information and to keep such information
in the Participant153s employee file.
Notifications
Grant of RSU Award. The RSU Award does not constitute
compensation nor is in any way related to the Participant153s past services and/or
employment to the Company, the Employer, and/or a Parent, Subsidiary or
Affiliate of the Company.
CHINA
Terms and Conditions
Issuance of Vested Shares and Sale of Shares. This provision
supplements Section 1.1(d) of the Agreement:
Due to local regulatory requirements, upon the vesting of the RSU Award, the
Participant agrees to the immediate sale of any Vested Shares to be issued to
the Participant upon vesting and settlement of the RSU Award. The Participant
further agrees that the Company is authorized to instruct its designated broker
to assist with the mandatory sale of such Vested Shares (on the Participant153s
behalf pursuant to this authorization) and the Participant expressly authorizes
the Company153s designated broker to complete the sale of such Vested Shares. The
Participant acknowledges that the Company153s designated broker is under no
obligation to arrange for the sale of the Vested Shares at any particular price.
Upon the sale of the Vested Shares, the Company
11
agrees to pay the Participant the cash proceeds from the sale, less any
brokerage fees or commissions and subject to any obligation to satisfy
Tax-Related Items.
Exchange Control Requirements. The Participant understands
and agrees that, pursuant to local exchange control requirements, the
Participant will be required to immediately repatriate the cash proceeds from
the sale of Vested Shares underlying the RSU Award to China. The Participant
further understands that, under local law, such repatriation of his or her cash
proceeds may need to be effectuated through a special exchange control account
established by the Company, any Parent, Subsidiary, Affiliate or the Employer,
and the Participant hereby consents and agrees that any proceeds from the sale
of Vested Shares may be transferred to such special account prior to being
delivered to the Participant. 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 any currency fluctuation risk between the time the
Vested Shares are sold and the time the sale proceeds are distributed through
any such special exchange account. The Participant further agrees to comply with
any other requirements that may be imposed by the Company in the future in order
to facilitate compliance with exchange control requirements in China. These
requirements will not apply to non-PRC citizens.
CZECH REPUBLIC
Notifications
Exchange Control Information. Upon request of the Czech
National Bank, the Participant may need to file a notification within 15 days of
the end of the calendar quarter in which he or she acquires Shares pursuant to
the Plan.
DENMARK
Notifications
Danish Stock Options Act. The Participant will receive an
Employer Statement pursuant to the Danish Act on Stock Options.
Exchange Control/Tax Reporting Information. If the
Participant holds Shares acquired under the Plan in a brokerage account with a
broker or bank outside Denmark, the Participant is required to inform the Danish
Tax Administration about the account. For this purpose, the Participant must
file a Form V (Erklaering V) with the Danish Tax Administration. The
Form V must be signed both by the Participant and by the applicable broker or
bank where the account is held. By signing the Form V, the broker or bank
undertakes to forward information to the Danish Tax Administration concerning
the Vested Shares in the account without further request each year. By signing
the Form V, the Participant authorizes the Danish Tax Administration to examine
the account. A sample of the Form V can be found at the following website:
www.skat.dk.
In addition, if the Participant opens a brokerage account (or a deposit
account with a U.S. bank) for the purpose of holding cash outside Denmark, the
Participant is also required to inform the Danish Tax Administration about this
account. To do so, the Participant must also file a Form K (Erklaering
K) with the Danish Tax Administration. The Form K must be signed both by
the Participant and by the applicable broker or bank where the account is held.
By signing the Form K, the broker/bank undertakes an obligation, without further
request each year, to forward information to the Danish Tax Administration
concerning the content of the account. By signing the Form K, the Participant
authorizes the Danish Tax Administration to examine the account. A sample of
Form K can be found at the following website: www.skat.dk.
FINLAND
There are no country specific provisions.
FRANCE
Term and Conditions
Language Consent. By accepting the RSU Award, the
Participant confirms having read and understood the documents relating to this
grant (the Plan, the Agreement and this Exhibit A) which were provided in
English language. The Participant accepts the terms of those documents
accordingly.
En acceptant l153attribution, vous confirmez ainsi avoir lu et compris les
documents relatifs cette attribution (le Plan, le contrat et cette Annexe) qui
ont t communiqu s en langue anglaise. Vous acceptez les termes en connaissance
de cause.
12
GERMANY
Notifications
Exchange Control Information. Cross-border payments in
excess of 12,500 must be reported monthly to the German Federal Bank. If the
Participant uses a German bank to effect a cross-border payment in excess of
12,500 in connection with the sale of Shares acquired under the Plan, the bank
will make the report for the Participant. In addition, the Participant must
report any receivables or payables or debts in foreign currency exceeding an
amount of 5,000,000 on a monthly basis. Finally, the Participant must report
Shares on an annual basis that exceeds 10% of the total voting capital of the
Company.
HONG KONG
Terms and Conditions
Warning: The RSU Award and Shares acquired upon vesting of the RSU Award
do not constitute a public offering of securities under Hong Kong law and are
available only to employees of the Company, its Parent, Subsidiary or
Affiliates. The Agreement, including this Exhibit A, 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 RSU
Award is intended only for the personal use of each eligible Employee of the
Employer, the Company or any Parent, Subsidiary or Affiliate and may not be
distributed to any other person. If the Participant is in any doubt about any of
the contents of the Agreement, including this Exhibit A, or the Plan, the
Participant should obtain independent professional advice.
Sale Restriction. Notwithstanding anything contrary in the
Notice, the Agreement or the Plan, in the event the Participant153s RSU Award
vests such that Vested Shares are issued to the Participant or his or her heirs
and representatives within six months of the Date of Grant, the Participant
agrees that the Participant or his or her heirs and representatives will not
dispose of any Vested Shares acquired prior to the six-month anniversary of the
Date of Grant.
Notifications
Nature of Scheme. The Company specifically intends that the
Plan will not be an occupational retirement scheme for purposes of the
Occupational Retirement Schemes Ordinance.
HUNGARY
There are no country specific provisions.
INDIA
Notifications
Exchange Control Information. The Participant must
repatriate the proceeds from the sale of Vested Shares acquired under the Plan
within 90 days after receipt. The Participant must maintain the foreign inward
remittance certificate received from the bank where the foreign currency is
deposited in the event that the Reserve Bank of India or the Employer requests
proof of repatriation. It is the Participant153s responsibility to comply with
applicable exchange control laws in India.
IRELAND
Notifications
Director Notification Obligation. Directors, shadow
directors and secretaries of the Company153s Irish Subsidiary or Affiliate are
subject to certain notification requirements under the Irish Companies Act.
Directors, shadow directors and secretaries must notify the Irish Subsidiary or
Affiliate in writing of their interest in the Company and the number and class
of Shares or rights to which the interest relates within five days of the
issuance or disposal of Shares or within five days of becoming aware of the
event giving rise to the notification. This disclosure requirement also applies
to any rights or Shares acquired by the director153s spouse or children (under the
age of 18).
13
ISRAEL
There are no country specific provisions.
ITALY
Terms and Conditions
Data Privacy. This provision replaces Section 9 of
the Agreement:
The Participant understands that the Company and the Employer as
the Privacy Representative of the Company in Italy, may hold certain personal
information about the Participant, including, but not limited to, the
Participant153s name, home address and telephone number, date of birth, social
insurance or other identification number, salary, nationality, job title, any
Shares or directorships held in the Company or any Parent, Subsidiary or
Affiliate, details of all RSU Awards or any other entitlement to Shares awarded,
canceled, exercised, vested, unvested or outstanding in the Participant153s favor,
and that the Company and the Employer will process said data and other data
lawfully received from third party (“Personal Data”) for the exclusive purpose
of managing and administering the Plan and complying with applicable laws,
regulations and Community legislation. The Participant also understands that
providing the Company with Personal Data is mandatory for compliance with laws
and is necessary for the performance of the Plan and that the Participant153s
denial to provide Personal Data would make it impossible for the Company to
perform its contractual obligations and may affect the Participant153s ability to
participate in the Plan. The Participant understands that Personal Data will not
be publicized, but it may be accessible by the Employer as the Privacy
Representative of the Company and within the Employer153s organization by its
internal and external personnel in charge of processing, and by the data
Processor, if appointed. The updated list of Processors and of the subjects to
which Data are communicated will remain available upon request at the Employer.
Furthermore, Personal Data may be transferred to banks, other financial
institutions or brokers involved in the management and administration of the
Plan. The Participant understands that Personal Data may also be transferred to
the independent registered public accounting firm engaged by the Company, and
also to the legitimate addressees under applicable laws. The Participant further
understands that the Company and any Parent, Subsidiary or Affiliate will
transfer Personal Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Participant153s participation
in the Plan, and that the Company and any Parent, Subsidiary or Affiliate may
each further transfer Personal Data to third parties assisting the Company in
the implementation, administration and management of the Plan, including any
requisite transfer of Personal Data to a broker or other third party with whom
the Participant may elect to deposit any Vested Shares acquired under the Plan
or any proceeds from the sale of such Shares. Such recipients may receive,
possess, use, retain and transfer Personal Data in electronic or other form, for
the purposes of implementing, administering and managing the Participant153s
participation in the Plan. The Participant understands that these recipients may
be acting as Controllers, Processors or persons in charge of processing, as the
case may be, according to applicable privacy laws, and that they may be located
in or outside the European Economic Area, such as in the United States or
elsewhere, in countries that do not provide an adequate level of data protection
as intended under Italian privacy law.
Should the Company exercise its discretion in suspending all
necessary legal obligations connected with the management and administration of
the Plan, it will delete Personal Data as soon as it has accomplished all the
necessary legal obligations connected with the management and administration of
the Plan.
The Participant understands that Personal Data processing related
to the purposes specified above shall take place under automated or
non-automated conditions, anonymously when possible, that comply with the
purposes for which Personal Data is collected and with confidentiality and
security provisions as set forth by applicable laws and regulations, with
specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of
Personal Data abroad, including outside of the European Economic Area, as
specified herein and pursuant to applicable laws and regulations, does not
require the Participant153s consent thereto as the processing is necessary to
performance of law and contractual obligations related to implementation,
administration and management of the Plan. The Participant understands that,
pursuant to section 7 of the Legislative Decree no. 196/2003, he or she has the
right at any moment to, including, but not limited to, obtain confirmation that
Personal Data exists or not, access, verify its contents, origin and accuracy,
delete, update, integrate, correct, blocked or stop, for legitimate reason, the
Personal Data processing. To exercise privacy rights, the Participant should
contact the Employer. Furthermore, the Participant is aware that Personal Data
will not be used for direct marketing purposes. In addition, Personal Data
provided can be reviewed and questions or complaints can be addressed by
contacting the Participant153s human resources department.
Plan Document Acknowledgement. The Participant acknowledges
that the Participant has read and specifically and expressly approves the
following sections of the Agreement: Section 1: Grant of RSU Award; Section 2:
Delivery; Section 3: Compliance with Laws and Regulations; Section 4: Rights as
Shareholder; Section 5: Stop-Transfer Orders; Section 6: Taxes and Disposition
of Shares; Section 7: Nature of Grant; Section 8: No advice Regarding Grant;
Section 11: Governing Law; Venue; Section 15:
14
Electronic Delivery; Section 16: Exhibit A; Section 18: Imposition of Other
Requirements; and the Data Privacy section of this Exhibit A.
Notifications
Exchange Control Information. To participate in the Plan,
the Participant must comply with exchange control regulations in Italy. The
Participant is required to report in his or her annual tax return: (a) any
transfers of cash or Vested Shares to or from Italy exceeding 10,000; (b) any
foreign investments or investments held outside of Italy at the end of the
calendar year exceeding 10,000 if such investments (Vested Shares) that may
give rise to taxable income in Italy that combined with other foreign assets
exceeds 10,000; and (c) the amount of the transfers to and from Italy which
have had an impact during the calendar year on the Participant153s foreign
investments or investments held outside of Italy. The Participant may be exempt
from the requirement in (a) if the transfer or investment is made through an
authorized broker resident in Italy, as the broker will generally comply with
the reporting obligation on his or her behalf.
JAPAN
There are no country specific provisions.
KOREA
Notifications
Exchange Control Information. If the Participant realizes
US$500,000 (approximately KRW 601,975,000 as of July 2010) or more from the sale
of Shares, Korean exchange laws require the Participant to repatriate the
proceeds to Korea within eighteen months of the sale.
MALAYSIA
Notifications
Malaysian Insider Trading Notification. The Participant
should be aware of the Malaysian insider-trading rules, which may impact his or
her acquisition or disposal of Shares or rights to Shares under the Plan. Under
the Malaysian insider-trading rules, the Participant is prohibited from selling
Shares when he or she is in possession of information which is not generally
available and which he or she knows or should know will have a material effect
on the value of the Shares once such information is generally available.
Director Notification Obligation. If the Participant is a
director of the Company153s Malaysian Subsidiary, he or she is subject to certain
notification requirements under the Malaysian Companies Act. Among these
requirements is an obligation to notify the Malaysian Subsidiary in writing when
the Participant receives or disposes of an interest (e.g., RSU Award,
Shares) in the Company or any related company. Such notifications must be made
within 14 days of receiving or disposing of any interest in the Company or any
related company.
MEXICO
Terms and Conditions
No Entitlement for Claims or Compensation. The following
section supplements Section 7 of the Agreement:
Modification. By accepting the RSU Award, the Participant
understands and agrees that any modification of the Plan or the Agreement or its
termination shall not constitute a change or impairment of the terms and
conditions of employment.
Policy Statement. The RSU Award grant the Company is making
under the Plan is unilateral and discretionary and, therefore, the Company
reserves the absolute right to amend it and discontinue it at any time without
any liability.
The Company, with registered offices at One Marina Boulevard, #28-00,
Singapore 018989, is solely responsible for the administration of the Plan, and
participation in the Plan and the grant of the RSU Award do not, in any way,
establish an employment relationship between the Participant and the Company
since he or she is participating in the Plan on a wholly commercial basis and
the sole employer is Availmed Servicios S.A. de C.V., Grupo Flextronics S.A. de
C.V., Flextronics Servicios Guadalajara S.A. de C.V., Flextronics Servicios
Mexico S. de R.L. de C.V. and Flextronics Aguascalientes Servicios S.A. de C.V.
, nor does it establish any rights between the Participant and the Employer.
15
Plan Document Acknowledgment. By accepting the RSU Award,
the Participant acknowledges that he or she has received copies of the Plan, has
reviewed the Plan and the Agreement in their entirety, and fully understands and
accepts all provisions of the Plan and the Agreement.
In addition, the Participant further acknowledges that he or she has read and
specifically and expressly approves the terms and conditions in the Nature of
Grant section of the Agreement, in which the following is clearly described and
established: (i) participation in the Plan does not constitute an acquired
right; (ii) the Plan and participation in the Plan is offered by the Company on
a wholly discretionary basis; (iii) participation in the Plan is voluntary; and
(iv) the Company and any Parent, Subsidiary or Affiliates are not responsible
for any decrease in the value of the Shares acquired upon vesting of the RSU
Award.
Finally, the Participant hereby declares that he or she does not reserve any
action or right to bring any claim against the Company for any compensation or
damages as a result of his or her participation in the Plan and therefore grants
a full and broad release to the Employer, the Company and any Parent, Subsidiary
or Affiliates with respect to any claim that may arise under the Plan.
Spanish Translation
Condiciones y duraci 179n
Sin derecho a reclamo o compensaci 179n: La siguiente secci 179n
complementa la secci 179n 7 de este Acuerdo:
Modificaci 179n: Al aceptar el Otorgamiento de Acciones por
Bonificaci 179n, el Participante entiende y acuerda que cualquier modificaci 179n del
Plan o del Acuerdo o su extinci 179n, no constituir 161 un cambio o disminuci 179n de los
t rminos y condiciones de empleo.
Declaraci 179n de Pol -tica: El Otorgamiento de Acciones por
Bonificaci 179n por parte de la Compa 177 -a es efectuada bajo el Plan en forma
unilateral y discrecional y por lo tanto, la Compa 177 -a se reserva el derecho
absoluto de modificar y discontinuar el Otorgamiento de Acciones en cualquier
momento sin responsabilidad alguna hacia la Compa 177 -a.
La Compa 177 -a, con oficinas registradas en One Marina Boulevard, #28-00,
Singapore 018989 es la nica responsable de la administraci 179n de los Planes y de
la participaci 179n en los mismos y el otorgamamiento de el Otorgamiento de
Acciones por Bonificaci 179n no establece de forma alguna una relaci 179n de trabajo
entre el Participante y la Compa 177 -a, ya que su participaci 179n en el Plan es
completamente comercial y el nico empleador es Availmed Servicios S.A. de C.V.,
Grupo Flextronics S.A. de C.V., Flextronics Servicios Guadalajara S.A. de C.V.,
Flextronics Servicios Mexico S. de R.L. de C.V. and Flextronics Aguascalientes,
as – como tampoco establece ning n derecho entre el Participante y el Empleador.
Reconocimiento del Documento del Plan.
Al aceptar la el Otorgamiento de Acciones por Bonificaci 179n, el
Participante reconoce que ha recibido copias de los Planes, ha revisado los
mismos, al igual que la totalidad del Acuerdo y, que ha entendido y aceptado
completamente todas las disposiciones contenidas en los Planes y en el Acuerdo.
Adem 161s, el Partcipante reconoce que ha le -do, y que aprueba espec -fica y
expresamente los t rminos y condiciones contenidos en la secci 179n Naturaleza del
Orotgamiento en el cual se encuentra claramente descripto y establecido lo
siguiente: (i) la participaci 179n en los Planes no constituye un derecho
adquirido; (ii) los Planes y la participaci 179n en los mismos es ofrecida por la
Compa 177 -a de forma enteramente discrecional; (iii) la participaci 179n en los Planes
es voluntaria; y (iv) la Compa 177 -a, as – como su Sociedad controlante, Subsidiaria
o Filiales no son responsables por cualquier disminuci 179n en el valor de las
Acciones adquiridas a trav s del conferimiento del Otorgamiento de Acciones por
Bonificaci 179n.
Finalmente, el Partcipante declara que no se reserva ninguna acci 179n o derecho
para interponer una demanda en contra de la Compa 177 -a por compensaci 179n, da 177o o
perjuicio alguno como resultado de su participaci 179n en el Plan y, en
consecuencia, otorga el m 161s amplio finiquito al Empleador, as – como a la
Compa 177 -a, a su Sociedad controlante, Subsidiaria o Filiales con respecto a
cualquier demanda que pudiera originarse en virtud de los Planes.
NETHERLANDS
Notifications
Securities Law Information. The Participant should be aware
of the Dutch insider-trading rules, which may impact the sale of Shares acquired
under the Plan. In particular, the Participant may be prohibited from
effectuating certain transactions if the Participant has inside information
about the Company.
Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has
“insider information” related to an issuing company is prohibited from
effectuating a transaction in securities in or from the Netherlands. “Inside
information” is defined as knowledge of specific information concerning the
issuing company to which the securities relate or the trade in securities issued
by such company, which has not been made public and which, if published, would
reasonably be expected to affect the share
16
price, regardless of the development of the price. The insider could be any
Employee in the Netherlands who has inside information as described herein.
Given the broad scope of the definition of inside information, certain
Employees working at a Parent, Subsidiary or Affiliate in the Netherlands may
have inside information and, thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when the Participant has
such inside information.
If the Participant is uncertain whether the insider-trading rules apply
to him or her, he or she should consult his or her personal legal advisor.
NORWAY
There are no country specific provisions.
POLAND
Terms and Conditions
Restriction on Type of Shares Issued. Due to tax regulations
in Poland, as necessary, the Participant153s Vested Shares will be settled in
newly issued Shares only. Treasury Shares will not be used to satisfy the RSU
Award upon vesting.
ROMANIA
Notifications
Exchange Control Information. If the Participant remits
foreign currency into or out of Romania (e.g., the proceeds from the
sale of his or her Vested Shares), the Participant may have to provide the
Romanian bank assisting with the transaction with appropriate documentation
explaining the source of the income. The Participant should consult his or
her personal legal advisor to determine whether the Participant will be required
to submit such documentation to the Romanian bank.
SINGAPORE
Notifications
Securities Law Information. The RSU Award is being
granted to the Participant 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 have not been lodged or registered as a prospectus with
the Monetary Authority of Singapore. The Participant should note that the RSU
Award is subject to section 257 of the SFA and the Participant will not be able
to make any subsequent sale in Singapore of the Shares acquired under the Plan,
or any offer of such subsequent sale of the Shares acquired under the Plan
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 (Cap
289, 2006 Ed.).
Director Notification Obligation. If the Participant is a
director, associate director or shadow director of the Company or a Singapore
Subsidiary or Affiliate, the Participant is subject to certain notification
requirements under the Singapore Companies Act. Among these requirements is an
obligation to notify the Company or the Singaporean Subsidiary or Affiliate in
writing when the Participant receives an interest (e.g., RSU Award,
Shares) in the Company or any related companies. Please contact the Company to
obtain a copy of the notification form. In addition, the Participant must notify
the Company or the Singapore Subsidiary or Affiliate when the Participant sells
Shares of the Company or any related company (including when the Participant
sell 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 the Participant153s interests
in the Company or any related company within two days of becoming a director.
SLOVAK REPUBLIC
There are no country specific provisions.
SOUTH AFRICA
Terms and Conditions
Tax Obligations. The following provision supplements Section
6.1 of the Agreement:
17
By accepting the RSU Award, the Participant agrees to notify the Employer of
the amount of any gain realized at vesting and settlement of the RSU Award. If
the Participant fails to advise the Employer of the gain realized at vesting and
settlement of the RSU Award, he or she may be liable for a fine.
Notifications
Exchange Control Information. The Participant should
consult his or her personal advisor to ensure compliance with applicable
exchange control regulations in South Africa, as such regulations are subject to
frequent change. The Participant is solely responsible for complying with
all exchange control laws in South Africa, and neither the Company nor the
Employer will be liable for any fines or penalties resulting from the
Participant153s failure to comply with South African exchange control laws.
SWEDEN
There are no country specific provisions.
SWITZERLAND
Notifications
Securities Law Information. The RSU Award is considered a
private offering in Switzerland; therefore, it is not subject to registration.
TAIWAN
Notifications
Exchange Control Information. The Participant may acquire
and remit foreign currency (including proceeds from the sale of Shares) into and
out of Taiwan up to US$5,000,000 (approximately TWD 160,580,024 as of July 2010)
per year. If the transaction amount is TWD 500,000 or more in a single
transaction, the Participant must submit a Foreign Exchange Transaction Form and
also provide supporting documentation to the satisfaction of the remitting bank.
TURKEY
Notifications
Securities Law Information. Under Turkish law, the
Participant is not permitted to sell the Shares acquired under the Plan in
Turkey.
UNITED KINGDOM
Terms and Conditions
Tax Obligations. The following provisions supplement Section
6.1 of the Agreement:
The Participant agrees that, if Participant does not pay or the Employer or
the Company does not withhold from the Participant the full amount of
Tax-Related Items that the Participant owes at vesting/settlement of the RSU
Award, or the release or assignment of the RSU Award for consideration, or the
receipt of any other benefit in connection with the RSU Award (the “Taxable
Event”) within 90 days after the Taxable Event, or such other period specified
in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003,
then the amount that should have been withheld shall constitute a loan owed by
the Participant to the Employer, effective 90 days after the Taxable Event. The
Participant agrees that the loan will bear interest at the HMRC153s official rate
and will be immediately due and repayable by the Participant, and the Company
and/or the Employer may recover it at any time thereafter by withholding the
funds from salary, bonus or any other funds due to the Participant by the
Employer, by withholding in Shares issued upon vesting of the RSU Award or from
the cash proceeds from the sale of Vested Shares or by demanding cash or a check
from the Participant. The Participant also authorizes the Company to delay the
issuance of any Vested Shares unless and until the loan is repaid in full.
Notwithstanding the foregoing, if the Participant is an officer or executive
director (as within the meaning of section 13(k) of the U.S. Securities and
Exchange Act of 1934, as amended), the terms of the immediately foregoing
provision will not apply. In the event that the Participant is an officer or
executive director and Tax-Related Items are not collected from or paid by
Participant within 90 days of the Taxable Event, the amount of any uncollected
Tax-Related Items may constitute a benefit to the Participant on which
additional income tax and National Insurance Contributions may be payable. The
Participant acknowledges that the Company or the Employer may recover any such
additional income tax and National Insurance Contributions at any time
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thereafter by any of the means referred to in Section 6.1 Agreement, although
the Participant acknowledges that he/she ultimately will be responsible for
reporting any income tax or National Insurance Contributions due on this
additional benefit directly to the HMRC under the self-assessment regime.
National Insurance Contributions Acknowledgment. As a
condition of participation in the Plan and the vesting of the RSU Award, the
Participant agrees to accept any liability for secondary Class 1 National
Insurance Contributions which may be payable by the Company and/or the Employer
in connection with the RSU Award and any event giving rise to Tax-Related Items
(the “Employer NICs”). To accomplish the foregoing, the Participant agrees to
execute a joint election with the Company, the form of such joint election being
formally approved by HMRC (the “Joint Election”), and any other required consent
or election. The Participant further agrees to execute such other joint
elections as may be required between the Participant and any successor to the
Company and/or the Employer. The Participant further agrees that the Company
and/or the Employer may collect the Employer NICs from the Participant by any of
the means set forth in Section 6.1 of the Agreement.
If the Participant does not enter into a Joint Election prior to vesting of
the RSU Award or if approval of the Joint Election has been withdrawn by HMRC,
the RSU Award shall become null and void without any liability to the Company
and/or the Employer and the Company may choose not to issue or deliver Shares
upon vesting of the RSU Award.
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