8
otherwise, the Optionee hereby consents to participate in the Plan through such system, intranet, or website, including but
not limited to the use of electronic signatures or click-through
electronic
acceptance of terms and conditions.
12.
English
Language
. The
Optionee
acknowledges
and agrees
that it
is
the
Optionee’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 Stock
Option be drawn up in English.
To
the extent the Optionee 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.
13.
Addendum
.
Notwithstanding
any provisions
in this
Agreement,
the
Stock Option
shall be
subject
to
any special
terms
and
conditions
set
forth
in
the
Country-Specific
Addendum
to
this
Agreement
(the
“Addendum”).
Moreover,
if
the
Optionee transfers to one
of the countries
included
in such Addendum, the special
terms and conditions for
such
country
will
apply
to the
Optionee,
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
Optionee’s
transfer).
The
Addendum constitutes part of this
Agreement.
14.
. The
award
of the Stock
Option is not
intended to
be
a public offering
of securities in
the Optionee’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
Stock
Option 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 Optionee
on
whether he/she should participate in
the
Plan.
Acquiring
shares
of
Common
Stock involves
a
degree
of risk.
Before deciding
to
participate
in the
Plan, the
Optionee should carefully
consider all risk
factors
relevant to the acquisition
of shares of Common
Stock under the
Plan
and carefully review all of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult
with his/her personal advisor for professional investment
advice.
15.
Repatriation;
Compliance
with
Law
.
The
Optionee
agrees
to
repatriate
all
payments
attributable
to
the
shares
of
Common Stock and/or cash acquired under the Plan in
accordance with applicable foreign exchange rules and regulations
in the Optionee’s
country
of employment (and country of residence, if different).
In addition, the Optionee 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
Optionee’s
country
of
employment
(and
country
of
residence,
if
different).
Finally,
the
Optionee
agrees
to
take
any
and
all
actions
as
may
be
required
to
comply
with
the
Optionee’s
personal
obligations under local laws, rules and/or
regulations in the
Optionee’s
country of employment and country of
residence,
if different).
16.
Imposition of
Other Requirements.
The Company
reserves
the
right to
impose other
requirements
on
the Optionee’s
participation in the Plan, on the Stock Option, and
on any shares of Common 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 Optionee
to
sign any additional agreements or undertakings that may be necessary to
accomplish
the
foregoing
.
17.
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 Stock
Option.
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.
18.
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 Optionee.
19.
.
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.