Share Option Award Agreement – Flextronics International Ltd.
FLEXTRONICS INTERNATIONAL LTD.
2010 EQUITY INCENTIVE PLAN
FORM OF SHARE OPTION AWARD AGREEMENT
This Share Option Agreement (the “Agreement“) is
made and entered into as of the date of grant set forth below (the
“Date of Grant“) 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 Company153s 2010 Equity Incentive
Plan (the “Plan“) and this Agreement. The Participant
understands and agrees that this share option
(“Option“) is granted subject to and in accordance
with the express terms and conditions of the Plan and the Agreement including
any country-specific provisions set forth in Exhibit B and the Participant
further agrees to be bound by the terms and conditions of the Plan and the
Agreement.
The Participant acknowledges receipt of a copy of the official prospectus for
the Plan. The Agreement and Plan Prospectus are available on the
Company153s website at
http://home.sjc.flextronics.com/options/reference.asp or by request from
the Company153s Stock Administration Department. The Participant hereby agrees
that these documents are deemed to be delivered to the Participant.
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Option Number: |
<<Option Number>> |
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Participant: |
<<First Name>> <<Last Name>> |
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Total Option Shares: |
<< Number of Shares>> |
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Exercise Price Per Share: |
$ |
<<Price per Share>> |
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Date of Grant: |
<<Grant Date>> |
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Expiration Date: |
<<Expiration Date>> |
Type of Option and Vesting: The Option is a non-qualified
stock option (“NQSO“), subject to vesting as set forth
in the chart below (provided the Participant continues to provide services to
the Company or to any Parent or Subsidiary or Affiliate of the Company):
Option Share Vesting Table
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Number of NQSOs Vesting |
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25% of shares granted: |
Will vest on 1st Anniversary of Grant Date |
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75% of shares granted: |
Will vest in equal increments over XX months |
1. Grant of Option. The Company hereby grants to the
Participant an Option to purchase the total number of shares of Ordinary Shares
of the Company set forth above as Total Option Shares (the
“Shares“) at the Exercise Price Per Share set forth
above (the “Exercise Price“), subject to all of the
terms and conditions of this Agreement, including any country-specific
provisions set forth in Exhibit B to this Agreement and the Plan. This Option is
not intended to qualify as an Incentive Stock Option. Instead, this Option shall
be a NQSO. Capitalized terms not defined herein shall have the meaning ascribed
to them in the Plan.
2. Vesting; Exercise Period.
2.1 Vesting of Right to Exercise Option. This Option shall be
exercisable as indicated in this Agreement. Subject to the terms and conditions
of the Plan and this Agreement (including any Exhibits thereto), this Option
shall vest and become exercisable as to portions of the Shares pursuant to the
Vesting Schedule specified above. If application of the vesting percentage
causes a fractional Share, such Share shall be rounded down to the nearest whole
Share for each month except for the last month in such vesting period, at the
end of which last month this Option shall become vested for the full remainder
of the Shares. This Option shall cease to vest upon the Participant153s
Termination of Service and the Participant shall in no event be entitled under
this Option to purchase a number of Shares greater than the Total Option Shares
as set forth above.
2.2 Expiration. This Option shall expire on the Expiration Date set
forth above and must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3.
3. Termination of Service.
3.1 Termination for Any Reason except Death, Disability or Cause. In
the event of the Participant153s Termination of Service for any reason except the
Participant153s death, Disability or Cause, then this Option, to the extent (and
only to the extent) that it is vested in accordance with the schedule set forth
above on the Termination Date, may be exercised by the Participant no later than
three (3) months after the Termination Date, but in any event no later than the
Expiration Date.
3.2 Termination Because of Death or Disability. In the event of the
Participant153s Termination of Service because of death or Disability of the
Participant (or the Participant dies within three (3) months after Termination
of Service other than for Cause or because of Disability), then this Option, to
the extent that it is vested in accordance with the schedule set forth above,
may be exercised by the Participant (or the Participant153s legal representative)
no later than twelve (12) months after the Termination Date, but in any event no
later than the Expiration Date.
3.3 Termination for Cause. In the event of the Participant153s
Termination of Service for Cause, this Option will automatically expire on the
Participant153s Termination Date.
3.4 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.
4. Manner of Exercise.
4.1 Share Option Exercise Agreement. To exercise this Option, the
Participant (or in the case of exercise after the Participant153s death, the
Participant153s executor, administrator, heir or legatee, as the case may be) must
deliver to the Company an executed share option exercise agreement in the form
attached hereto as Exhibit A, or in such other form as may be approved by
the Company from time to time (the “Exercise
Agreement“), which shall set forth, inter alia, the
Participant153s election to exercise this Option, the number of Shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding the Participant153s investment intent and
access to information as may be required by the Company to comply with
applicable securities laws. If someone other than the Participant exercises this
Option, then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise this Option.
4.2 Limitations on Exercise. This Option may not be exercised unless
such exercise is in compliance with all applicable federal, state, local or
foreign securities laws, as they are in effect on the date of exercise. This
Option may not be exercised as to fewer than 100 Shares unless it is exercised
as to all Shares as to which this Option is then exercisable.
4.3 Payment. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:
(a) the surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Committee may require (including
withholding of Shares otherwise deliverable upon exercise of the Award) which
have a Fair Market Value on the date of surrender or attestation equal to the
aggregate Exercise Price of the Shares as to which the Option shall be
exercised;
(b) through a “same day sale” commitment by the Participant and a
broker-dealer that is a member of the Financial Industry Regulatory Authority (a
“FINRA” dealer) whereby the Participant irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay the Exercise
Price, and whereby the FINRA dealer irrevocably commits upon receipt of such
Shares, to remit such amounts to the Company;
(c) any other methods acceptable to the Committee, including through the
delivery of a notice that the Participant has placed a market sell order with a
broker with respect to Shares then issuable upon exercise of the Option, and
that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the Exercise Price;
provided that payment of such proceeds is then made to the Company upon
settlement of such sale; or
(d) by any combination of the foregoing.
4.4 Tax Obligations and Issuance of Shares.
(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 Option, including but
not limited to, the grant, vesting or exercise of this Option, the subsequent
sale of Shares acquired pursuant to such exercise 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 this Option 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, Subsidiary or Affiliate; or (2) withholding from the proceeds of the
sale of Shares acquired at exercise of this Option either through a voluntary
sale or through a mandatory sale arranged by the Company (on the Participant153s
behalf pursuant to this authorization); or (3) withholding in Shares to be
issued at exercise of this Option.
(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 Shares subject
to the exercised Option, 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 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.
4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of the Participant, or the
Participant153s legal representative, and shall deliver certificates representing
the Shares with the appropriate legends affixed thereto.
5. Compliance with Laws and Regulations. The exercise
of this Option and the issuance and allotment of Shares shall be subject to
compliance by the Company and the Participant with all applicable requirements
of federal, state, local and foreign securities laws and with all applicable
requirements of any stock exchange on which the Company153s Shares may be listed
at the time of such issuance or allotment. The Participant understands that the
Company is under no obligation to register or qualify the Shares with the
Securities and Exchange Commission, any state securities commission or any stock
exchange to effect such compliance.
6. Nontransferability of Option. This Option may not
be transferred in any manner other than by will or by the laws of descent and
distribution and may be exercised during the lifetime of the Participant only by
the Participant. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of Participant.
7. Nature of Grant. In accepting this Option, 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 this 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;
(d) all decisions with respect to future option grants, if any, will be at
the sole discretion of the Company;
(e) the Participant153s participation in the Plan is voluntary;
(f) the Participant153s participation in the Plan shall not create a right to
further employment with the Company or the Employer and shall not interfere with
the ability of the Company or the Employer to terminate the Participant153s
employment relationship at any time;
(g) this Option is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Employer, the
Company or any Parent, Subsidiary, or Affiliate of the Company and that is
outside the scope of the Participant153s employment or service contract, if any;
(h) the future value of the Shares underlying this Option is unknown and
cannot be predicted with certainty;
(i) if the Participant exercises this Option and acquires Shares, the value
of such Shares may increase or decrease in value, even below the Exercise Price;
(j) no claim or entitlement to compensation or damages shall arise from the
forfeiture of the Option or the diminution of value of the Shares issued upon
exercise resulting from the Participant153s Termination of Service (for any reason
whatsoever and whether or not in breach of local labor laws), and in
consideration of this Option 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
(k) for the Participants residing outside of the U.S.A:
(A) this Option and any Shares acquired under the Plan are not intended to
replace any pension rights or compensation;
(B) this Option 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 Option
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 Option.
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
Participant153s purchase or sale of the Shares acquired upon exercise of this
Option. 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. 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 Option grant 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.
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 Options 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”).
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 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. Privileges of Share Ownership. The Participant
shall not have any of the rights of a shareholder with respect to any Shares
until the Participant exercises this Option, pays the Exercise Price and Shares
are issued to the Participant.
11. Interpretation. Any dispute regarding the
interpretation of 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 the Participant.
12. 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.
13. Notices. Any notice required to be given or
delivered to the Company under the terms of this Agreement shall be in writing
and addressed to the Corporate Treasurer 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 above or to such other address as such
party may designate in writing from time to time to the Company. All notices
shall be deemed to have been given or delivered 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 deposit with any return
receipt express courier (prepaid); or one (1) business day after transmission by
rapifax or telecopier.
14. 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 herein, this Agreement shall be binding
upon the Participant and the Participant153s heirs, executors, administrators,
legal representatives, successors and assigns.
15. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of California, without
regard to the conflict of law provisions, as provided in the Plan. For purposes
of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Option or the 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
grant is made and/or to be performed.
16. 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.
17. Severability. The provisions of this 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.
18. 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.
19. Exhibit B. Notwithstanding any provision in this
Agreement to the contrary, this Option shall be subject to any special terms and
provisions as set forth in Exhibit B to this Agreement for the Participant153s
country. Moreover, if the Participant relocates to one of the countries included
in Exhibit B, 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 B constitutes
part of this Agreement.
20. Imposition of Other Requirements. The Company
reserves the right to impose other requirements on the Participant153s
participation in the Plan, on this 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 the Participant to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.
21. Acceptance. The Participant hereby acknowledges
receipt of a copy of the Plan and this Agreement. The Participant has read and
understands the terms and provisions thereof, and accepts this Option subject to
all the terms and conditions of the Plan and this Agreement (including Exhibit
B). The Participant acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that the Company has
advised the Participant to consult a tax advisor prior to such exercise or
disposition.
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: Michael McNamara |
Name: |
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Title: Chief Executive Officer |
Address: |
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EXHIBIT 10.02
Exhibit A
FLEXTRONICS INTERNATIONAL LTD.
2010 EQUITY INCENTIVE PLAN
SHARE OPTION EXERCISE AGREEMENT
I hereby elect to purchase the number of Shares of the Company as set forth
below:
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Participant (and/or assignee): |
Number of Shares Purchased: |
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Social Security Number/ Personal Id Number: |
Purchase Price per Share: |
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Address: |
Aggregate Purchase Price: |
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Date of Option Agreement: |
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Type of Option: o Incentive Option |
Exact Name of Title to Shares: |
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o Nonqualified Option |
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1. Delivery of Purchase Price. The Participant hereby
delivers to the Company the Aggregate Exercise Price, to the extent permitted in
the Agreement, as follows (check as applicable and complete):
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in cash (by check) in the amount of $ , receipt of which is |
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o |
the surrender of Shares or delivery of a properly executed form of |
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o |
by the waiver hereby of compensation due or accrued to the Participant for |
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through a “same-day-sale” commitment, delivered herewith, from the |
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through a “margin” commitment, delivered herewith from the Participant and |
2. Tax Consequences. THE PARTICIPANT UNDERSTANDS THAT
THE PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE
PARTICIPANT153S PURCHASE OR DISPOSITION OF THE SHARES. THE PARTICIPANT REPRESENTS
THAT THE PARTICIPANT HAS CONSULTED WITH ANY TAX CONSULTANT(S) THE PARTICIPANT
DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND
THAT THE PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.
3. Entire Agreement. The Plan, and the Agreement (including
all Exhibits thereto) are incorporated herein by reference. This Exercise
Agreement, the Plan, the Agreement constitute the entire agreement and
understanding of the parties and supersede in their entirety all prior
understandings and agreements of the Company and the Participant with respect to
the subject matter hereof, and are governed by California law except for that
body of law pertaining to choice of law or conflict of law.
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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FLEXTRONICS INTERNATIONAL LTD.
2010 EQUITY INCENTIVE PLAN
EXHIBIT B TO THE
SHARE OPTION AGREEMENT
FOR NON-U.S. PARTICIPANTS
Terms and Conditions
This Exhibit B includes additional terms and conditions that govern the
Option 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 B have the meanings set forth in the Plan and/or the
Agreement.
Notifications
This Exhibit B 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 B 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 Option vests, the
Participant exercises his or her Option, or the Participant sells Shares
acquired upon exercise of the Option 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 Shares issued upon exercise of the Option 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:
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(i) |
If the Participant accepts the Option outside of the business premises of the |
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(ii) |
The revocation must be in written form to be valid. It is sufficient if the |
BRAZIL
Notifications
Compliance with Law. By accepting the Option, the
Participant acknowledges his or her agreement to comply with applicable
Brazilian laws and to pay any and all applicable taxes associated with the
exercise of the Option, the receipt of any dividends, and the sale of Shares
issued upon exercise of the Option 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). Please note that
foreign individuals holding Brazilian visas are considered Brazilian residents
for purposes of this reporting requirement and must declare at least the assets
held abroad that were acquired subsequent to the Participant153s date of
admittance as a resident of Brazil. Assets and rights that must be reported
include Shares issued upon exercise of the Option 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 la
convention, ainsi que de tous documents ex cut s, avis donn s et proc dures
judiciaries intent es, directement ou indirectement, relativement ou suite
la pr sente convention.
Termination of Service. This provision supplements Section 3
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 Option
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 to 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 Option grant.
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 Administrator of the Plan 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 Option. Notwithstanding anything contrary in the
Agreement or the Plan, the Option 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.
CHINA
Terms and Conditions
Manner of Exercise. This provision supplements Section 4 of
the Agreement:
Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
to exchange control laws in China, the Participant will be required to exercise
his or her Option using the cashless sell-all exercise method pursuant to which
all Shares subject to the exercised Option will be sold immediately upon
exercise and the proceeds of sale, less the Exercise Price, any Tax-Related
Items and broker153s fees or commissions, will be remitted to the Participant in
accordance with any applicable exchange control laws and regulations. The
Company reserves the right to provide additional methods of exercise depending
on the development of local law. This restriction will not apply to non-PRC
citizens.
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 cashless sell-all exercise of the Option 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, Parent, Subsidiary, Affiliate or the Employer, and
the Participant hereby consents and agrees that any proceeds from the sale of
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 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.
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 issued upon exercise of the Option 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 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 Option, the Participant
confirms having read and understood the documents relating to this grant (the
Plan, the Agreement and this Exhibit B) 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.
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 Option and Shares acquired upon exercise of the Option 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 B, 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 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 B, 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 Option vests
and the Participant or his or her heirs and representatives exercise the Option
such that 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 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
Terms and Conditions
Manner of Exercise. This provision supplements Section 4 of
the Agreement:
Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
to legal restrictions in India, the Participant may not exercise his or her
Option using a cashless sell-to-cover exercise, whereby the Participant directs
a broker to sell some (but not all) of the Shares subject to the exercised
Option and deliver to the Company the amount of the sale proceeds to pay the
Exercise Price and any Tax-Related Items. However, payment of the Exercise Price
may be made by any of the other methods of payment set forth in the Agreement.
The Company reserves the right to provide the Participant with this method of
payment depending on the development of local law.
Notifications
Exchange Control Information. Regardless of what method of
exercise is used to purchase Shares, the Participant must repatriate the
proceeds from the sale of Shares and any dividends received in relation to the
Shares to India 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).
ISRAEL
Terms and Conditions
Manner of Exercise. This provision supplements Section 4 of
the Agreement:
Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
to tax laws in Israel, the Participant will be required to exercise his or her
Option using the cashless sell-all exercise method whereby all Shares subject to
the exercised Option will be sold immediately upon exercise and the proceeds of
sale, less the aggregate Exercise Price, any Tax-Related Items and broker153s fees
or commissions, will be remitted to the Participant in accordance with any
applicable laws and regulations. The Participant will not be permitted to
acquire and hold Shares upon exercise. The Company reserves the right to provide
additional methods of exercise to the Participant depending on the development
of local law.
ITALY
Terms and Conditions
Manner of Exercise. This provision supplements Section 4 of
the Agreement:
Notwithstanding anything to the contrary in Section 4.3 of the Agreement, due
to legal restrictions in Italy, the Participant will be required to exercise his
or her Option using the cashless sell-all exercise method whereby all Shares
subject to the exercised Option will be sold immediately upon exercise and the
proceeds of sale, less the exercise price, any Tax-Related Items and broker153s
fees or commissions, will be remitted to the Participant in accordance with any
applicable laws and regulations. The Participant will not be permitted to
acquire and hold Shares upon exercise. The Company reserves the right to provide
additional methods of exercise to the Participant depending on the development
of local law.
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 Subsidiary or Affiliate,
details of all Options 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 its Subsidiaries or Affiliates 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 its Subsidiaries or Affiliates 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 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 Option; Section 2:
Vesting; Exercise Period; Section 3: Termination of Service; Section 4: Manner
of Exercise; Section 5: Compliance with Laws and Regulations; Section 6:
Nontransferability of Option; Section 7: Nature of Grant; Section 8: No Advice
Regarding Grant; Section 15: Governing Law; Section 16: Language; Section 17:
Severability; Section 18: Electronic Delivery; Section 19: Exhibit B; Section
20: Imposition of Other Requirements; and the Data Privacy section of this
Exhibit B.
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 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 (Shares, vested Options) 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
Notifications
Exchange Control Information. If the Participant pays more
than ¥30,000,000 in a single transaction for the purchase of Shares when he or
she exercises the Option, the Participant must file a Payment Report with the
Ministry of Finance through the Bank of Japan by the 20th day of the month
following the month in which the payment was made. The precise reporting
requirements vary depending on whether the relevant payment is made through a
bank in Japan.
KOREA
Notifications
Exchange Control Information. To remit funds out of Korea to
exercise the Option by means of a cash exercise method, the Participant must
obtain a confirmation of the remittance by a foreign exchange bank in Korea. The
Participant likely will need to present to the bank processing the transaction
supporting documentation evidencing the nature of the remittance.
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
purchasing or selling Shares (e.g., a vested Option, 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 price of
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., Option,
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 Option, 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 Option 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 Option 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.
Plan Document Acknowledgment. By accepting the Option, 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 exercise of the
Option.
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 la Opci 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 Opci 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 la Opci 179n 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 la Opci 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 Opci 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 de la Opci 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
upon exercise of the Option. 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 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 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 Option will be over newly issued
Shares only. Treasury Shares will not be used to satisfy the Option exercise.
ROMANIA
Notifications
Exchange Control Information. If the Participant remits
foreign currency into or out of Romania (e.g., the Exercise Price or
the proceeds from the sale of his or her 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 Option 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 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 Shares underlying the Option 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 Singaporean Subsidiary in writing when the Participant
receives an interest (e.g., Option, 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
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
4.4 of the Agreement:
By accepting the Option, the Participant agrees to notify the Employer of the
amount of any gain realized at exercise of the Option. If the Participant fails
to advise the Employer of the gain realized at exercise of the Option, he or she
may be liable for a fine.
Notifications
Tax Clearance for Cash Exercises. If the Participant
exercises the Option using a cash exercise method, the Participant must obtain
and provide to the Employer, or any third party designated by the Employer or
the Company, a Tax Clearance Certificate (with respect to Foreign Investments)
bearing the official stamp and signature of the Exchange Control Department of
the South African Revenue Service (“SARS”). The Participant must renew this Tax
Clearance Certificate every twelve months, or at such other interval as may be
required by the SARS. If the Participant uses a cashless exercise method whereby
no funds are remitted out of South Africa, no Tax Clearance Certificate is
required.
Exchange Control Information. The Participant is subject to
a lifetime offshore investment allowance of ZAR4,000,000. This is a cumulative
allowance, and the Participant153s ability to remit funds for the purchase of
Shares will be reduced if his or her foreign investment limit is utilized to
make a transfer of funds offshore. If the Participant exercises his or her
Option with cash, the Participant will be subject to this limit. If the
ZAR4,000,000 limit will be exceeded, the Participant may still transfer funds
for the exercise of the Option; however, the Shares obtained from the exercise
must be sold immediately and the full proceeds repatriated to South Africa.
If the Participant exercises the Option using a cashless method of exercise,
the value of the Shares acquired using the cashless exercise method will not be
counted against the ZAR2,000,000 limit. The sale proceeds of such Shares may be
held offshore and will not count against the investment limit.
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 Option 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
Exchange Control Information. Exchange control regulations
require Turkish residents to buy Shares through intermediary financial
institutions that are approved under the Capital Market Law (i.e.,
banks licensed in Turkey). Therefore, if the Participant uses cash to exercise
his or her Option, the funds must be remitted through a bank or other financial
institution licensed in Turkey. A wire transfer of funds by a Turkish bank will
satisfy this requirement. This requirement does not apply to cashless exercises,
as no funds leave Turkey.
Securities Law Information. Under Turkish law, the
Participant is not permitted to sell the Shares issued upon exercise in Turkey.
UNITED KINGDOM
Terms and Conditions
Tax Obligations. The following provisions supplement Section
4.4 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 exercise of the Option, or the
release or assignment of the Option for consideration, or the receipt of any
other benefit in connection with the Option (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 exercise of the Option or from the cash proceeds from the sale of
Shares or by demanding cash or a check from the Participant. The Participant
also authorizes the Company to delay the issuance of any 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
thereafter by any of the means referred to in Section 4.4 of the 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 exercise of the Option, 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 Option 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 4.4 of the Agreement.
If the Participant does not enter into a Joint Election prior to exercising
the Option or if approval of the Joint Election has been withdrawn by HMRC, the
Option shall become null and void without any liability to the Company and/or
the Employer and may not be exercised by the Participant.
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