8
13.
English Language.
The Participant acknowledges
and agrees that it
is the Participant’s
express intent that
this
Agreement and the Plan and all other documents, notices and legal proceedings
entered into, given or instituted
pursuant to the Performance Stock
Units be drawn up in
English. To the extent the Participant has
been provided
with a copy of this Agreement, the Plan, or any other documents relating to this Award
in a language other than
English, the
English language
documents will
prevail in
case of
any ambiguities
or divergences
as a
result of
translation.
14.
Addendum.
Notwithstanding any
provisions in
this Agreement,
the Performance
Stock Units shall
be subject
to
any
special
terms
and
conditions
set
forth
in
the
Country-Specific
Addendum
to
this
Agreement
(the
“Addendum”).
Moreover,
if the
Participant transfers
to one
of the
countries included
in such
Addendum,
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 to comply with local law or facilitate
the
administration
of
the
Plan
(or
the
Company
may
establish
alternative
terms
and
conditions
as
may
be
necessary
or
advisable
to
accommodate
the
Participant’s
transfer).
The
Addendum
constitutes
part
of
this
Agreement.
15.
. The
award of
the Performance
Stock Units
is not
intended
to be
a public
offering
of
securities in the
Participant’s
country of
employment (or
country of residence,
if different).
The Company
has
not submitted any registration
statement, prospectus or other
filings with the local
securities authorities (unless
otherwise
required
under
local
law),
and
the
award
of
the
Performance
Stock
Units
is
not
subject
to
the
supervision of the
local securities authorities.
No employee of
the Company or
any of its
Subsidiaries or affiliated
companies is
permitted to
advise the
Participant on
whether he/she
should participate
in the
Plan. Acquiring
shares
of
Stock
involves
a
degree
of
risk.
Before
deciding
to
participate
in
the
Plan,
the
Participant
should
carefully
consider
all risk
factors relevant
to the
acquisition
of shares
of Stock
under the
Plan
and carefully
review
all of
the materials
related
to the
Performance
Stock Units
and the
Plan. In
addition,
the Participant
should consult with his/her personal advisor for professional
investment advice.
16.
Repatriation; Compliance with
Law
. The Participant
agrees to repatriate
all payments attributable
to the
shares
of
Stock
and/or
cash
acquired
under
the
Plan
in
accordance
with
applicable
foreign
exchange
rules
and
regulations in the
Participant’s
country of employment
(and country of
residence, if different).
In addition, the
Participant agrees to take any and all actions, and consent
to any and all actions taken by the Company and any
of its Subsidiaries and
affiliated companies, as may be
required to allow the
Company and any of
its Subsidiaries
and
affiliated
companies
to
comply
with
local
laws,
rules
and/or
regulations
in
the
Participant’s
country
of
employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as
may be required to comply with the Participant’s personal obligations under
local laws, rules and/or regulations
in the Participant’s country of employment
and country of residence, if different).
17.
Imposition
of
Other
Requirements
.
The
Company
reserves
the
right
to
impose
other
requirements
on
the
Participant’s participation in the Plan, on
the Performance Stock Unit,
and on any
shares of Stock acquired
under
the Plan, to
the extent the
Company determines it
is necessary or
advisable for legal
or administrative reasons,
and
to
require
the
Participant
to
sign
any
additional
agreements
or
undertakings
that
may
be
necessary
to
accomplish the foregoing.
18.
Committee’s Powers
. No provision contained in this Agreement shall in any way terminate, modify or alter, or
be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in
the Committee or, to the extent
delegated, in its delegate, pursuant
to the terms of
the Plan or
resolutions adopted
in furtherance of
the Plan, including,
without limitation, the
right to make
certain determinations and
elections
with respect
to the
Performance Stock
Unit. Any
dispute regarding
the interpretation
of this
Agreement or
the
terms of the Plan shall be submitted to the Committee or
its delegate who shall have the discretionary
authority
to construe the
terms of this Agreement,
the Plan, and all
documents ancillary to
this Award.
The decisions of
the Committee or its delegate shall be
final and binding and any reviewing court of
law or other party shall defer
to its decision,
overruling if, and
only if, it
is arbitrary and
capricious. In no
way is it intended
that this review
standard subject the Plan or Award
to the U.S. Employee Retirement Income Security Act.
19.
Binding Effect
. This Agreement
shall be binding
upon and inure
to the
benefit of any
successors to the
Company
and all persons lawfully claiming under the Participant.
20.
. Without
limiting the
effect of
section 16,
this Agreement
shall be
governed by,
and construed in
accordance with, the
laws of the
State of Delaware
without regard to
principles of conflict
of
laws.
