EX-10.03 4 flex-exx1003x9272024.htm EX-10.03 Document

展示 10.03

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伟创力有限公司。
2017年修订及重签股权激励计划

受限制股份单位奖励协议表格

本限制性股票单位奖励协议（本“协议” 或“公司”协议”）根据【<<授予日期>>】订立并由新加坡公司伟创力有限公司（本“生效日期”）之间订立。权益代理，并且下面提到的参与者（「参与者」。本合同中未定义的大写名词应按照《伟创力有限公司修改及重订2017年股权激励计划》（「或者为法定目的而成立的人士，其业务或活动（“法定机构”）包括对各种公共机构的员工福利计划、养老金计划、保险计划开展投资基金管理；」。参与者明了并同意此受限制股份单位奖励（「RSU奖励」）乃根据计划及本协议的明文条款和条件授予，包括本协议展示A所载的任何特定国家条款。参与者进一步同意受计划的条款和本协议的条款约束。参与者已收取一份计划副本和计划的官方说明书。计划副本和计划的官方说明书可在公司办公室获得，参与者在此同意计划副本和计划的官方说明书视为已送交给参与者。

初级资讯

参与者：
「第一个」，「最后一个」
总目标股份：
「总目标股份」
最大股份
总目标股份的200%
赠予日期：「授予日期」
表现期间：
自2024年4月1日起至2027年3月31日止的三(3)年期间。
绩效准则：
分红取决于公司每股收益（EPS）增长，在表现期间（三年累计复利年增长率，或CAGR）之上。
绩效衡量、分红和释股
津贴表：
根据以下图表中设定的达成水准，津贴范围可在目标股份的0 - 200%之间。
表现水平
年增率
每股盈利增长
得奖成就 作为
%目标
最高
> [*]%200%
低于最大值 / 高于目标
> [*]% – < [*]%
插值
目标
[*]%100%
未达标准 / 超出阈值
> [*]% – < [*]%
插值
阈值
[*]%50%
低于门槛值
< [*]%0%
支出事项：如果未达到目标股份的门槛表现，则RSU奖励将完全被没收。如果达到门槛表现，则相应数量的股份将确定（作为已经发行的股份）。如果适用，已发行股份的数量将根据上述支出表格，在门槛与目标之间或在目标与最大值之间，以内插的方式确定。小数百分比将四舍五入至最接近的十分之一百分点。前述描述了支出事项的一般条款，并受本协议第1.1(b)和(c)条款的约束。
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配股/释股：在完成履约期后，委员会将认证履约期间绩效标准的达成水平。 如果达到绩效标准，相应数量的股务将按以下方式（作为已配股）进行配股：（i）50%将于2028年3月31日配股；和（ii）其余50%将于2029年3月31日配股。 已配股将于上述日期后尽快（每个此类释出日期称为“释放日期”）释出。 适用的税款扣缴和报导将取决于相应释放日期的收盘价。 上述描述了一般条款下的配股和释股事宜，并受本协议1.1（b）和（c）条款的约束。
每股收益相关定义和其他信息
每股盈利：每股收益代表公司的净利润除以公司在特定开始和结束期间按全面稀释基础计算的普通股加权平均数。
每股收益增长：
基本情况： EPS增长是根据公司在履约期间的EPS年增长率来确定的。 为了计算这一增长率，（i）计算EPS增长的起点应该是公司在履约期开始前一个财政年度结束时的调整后的EPS，而（ii）计算EPS增长的终点应该是该履约期内的公司EPS，显示并截至履约期结束时的EPS。 EPS将根据非GAAP基准确定。 在计算非GAAP财务指标时，委员会应排除某些项目，以便审查公司的营运绩效在期间对期间之间的可比性，因为在委员会看来，这些项目与公司的正在进行的运营绩效无关。为了确保回报水平与绩效一致，所有调整将需经委员会批准。
非凡项目或事件： 除了公司历来在确定每股收益时使用的非通用会计准则以及调整外，将不计入以下项目以确定是否达到每股收益增长绩效目标：对每股收益增长的影响超出预期的非凡项目或事件（例如乌克兰冲突）、企业交易（包括收购或处分）、以及其他飞凡或非经常性项目。在进行每股收益增长评估时，将不计入归因于企业交易（包括收购或处分）的计划外股份回购的影响。
例子
下面的示例假设：
•颁发总目标股份为45,000股（最多可达90,000股）
业绩：低于最大值/高于目标EPS增长表现
EPS增长百分比：[*]%
EPS增长百分比：[*]%处于[*]%（最大表现水平）和[*]%（目标表现水平）之间，因此实现了目标股份的150%的插值收益，即67500已发行股份


1.授予RSU奖项。.
1.1 授予RSU奖项。根据计划及本协议的条款及条件，包括本协议附件A中设定的任何特定国家条款，公司特此向参与人授予上述协议“主要资讯”部分所设定的普通股数量的RSU奖励（“股份”).
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(a) 授予条件RSU奖项应根据上文所述的绩效标准和获授/发放的股份数目，以及发生授予/释放。如果应用绩效标准的结果导致碎股的授予，该股份应向下舍入至最接近的整数股份（即明确了解到，因应用本项下不同绩效标准而导致的碎股应首先相加，然后向下取整，如适用，至最接近的整数股份）。根据绩效标准授予并可发放的股份是"已发行股份.”
(b) 服务终止股票奖酬、本协议下公司的所有义务以及参与者在本协议下的权利，将于参与者的终止日期（此时，为明确起见，对于尚未实现并发放给参与者的股份，将立即没收）或RSU奖酬所拥有的所有适用股份既已分派和发行，或在RSU奖酬的任何部分未实现时没收的情况下，提前终止。 提供, 但是如果在履行期内，参与者违反本协议第10至13条的条款，或违反与公司或任何母公司、子公司或联属公司签订的保密协议或其他保密义务，则RSU奖酬和本协议下公司的所有义务以及参与者在本协议下的权利将立即终止。
为确保清晰，并且不管任何本协议或参与者与公司之间的任何其他协议或安排，包括公司的高级员工遣散计划，在以下情况下，即参与者被公司解雇（i）无故解雇或（ii）因为原因正当地自行终止（如公司的高级员工遣散计划中所定义的每一个词），在没有公司控制权的情况下，根据本协议，RSU奖项和公司的所有义务以及参与者在本协议下的权利将于参与者的解雇日期终止（在此时，为确保清晰，尚未授予参与者并且尚未发布的所有股份将立即被没收）。
(c) 因死亡或残疾而终止服务尽管本协议中任何内容相反，如果参与者因死亡或残疾而终止服务，则（i） RSU奖项及本协议中的所有权利和义务将不会终止，并且（ii）一定数量的已发行股份将于参与者因死亡或残疾而终止服务后尽快实施（但在（B）情况下，不得早于委员会证明履行期间的绩效标准水平日期之前，而履行期间之后的死亡或残疾终止服务，基于实际EPS增长表现。
根据本协议，「残疾」指的是参与者因身体或精神残疾或虚弱而无法全面履行其在公司或任何母公司、附属公司或联属公司担任的职责和责任，这种无法能够是可以合理预期是永久的，并且持续(i)至少连续六(6)个月，或(ii)最高执行长（或执行长委员会在执行长的情况下）或最高执行长的直接报告的合理判断期间内决定的较短期间。残疾的判定将全权掌握在最高执行长、委员会或最高执行长的直接报告者手中，视情况而定。
(d) 艾奥特通讯及分发已取得的股份公司应该在确定股票按绩效标准取得（作为艾奥特通讯）后，尽快在管理上可行的情况下分配和发行这些已发行的股票，并如本协议的"绩效评估、拨股和抛售 - 拨股/抛售"部分所述，或如上述1.1(b)和(c)节中所提供，如适用。公司没有任何义务分配和发行股票，参与者也没有任何权利或标题，参与者未满足绩效标准前，将不会分配和发行任何股票。
(e) 无义务雇用在计划或本协议中的任何条款均不得赋予受益人继续受雇于公司或任何母公司、子公司或联属公司，或以任何方式限制公司或任何母公司、子公司或联属公司随时以有或无正当理由终止受益人的雇佣或服务关系。
(f) RSU奖项的不可转让性根据本协议或RSU奖的条款，参与者的任何权利均不得以任何方式转让，除非通过遗嘱或继承和分配法律。尽管前述规定，美国的参与者可以通过赠予或国内关系订单（而非为价值转让），或根据计划允许的其他方式，将RSU奖转让或指定给家庭成员。本协议的条款应绑定参与者的遗嘱执行人、管理人、继承人和受让人。



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(g) 股权的特权参与者在获得已发行股份并在适用的授权日期后，方可享有任何股东的权利。
(h) 解释就有关RSU奖励及本协议条款解释而产生之任何争议，参与者或公司应将其提交委员会审查。委员会对此类争议之解决结果将对公司及参与者具最终且具约束力。
1.2 股份标题标题将以参与者的个人姓名在公司的记录中提供，除非参与者以遵守本协议条款和适用法律的方式通知股票管理处进行替代指定。
2.交付.
2.1 参与者的交付。参与者特此交付本协议给公司。
2.2 公司的交付公司将会发出经适当执行之股份证书或其他文件，证明按照本协议中第1.2条所指定之姓名的已发行股份（作为已发行股份）根据履行标准确定为已发行股份后；并且进一步在本协议中“履行标准、发放和释放 - 发放/释放”部分或根据第1.1(b)及(c)条的规定中上述给出，如适用； 提供 参与者已在适用的发放日期之前交付并执行本协议，并且在表现股份成为已发行股份的相关日期之前一直保持被公司、母公司、子公司或联属公司持续雇用。
3.遵守法律和法规. 将股份发行及转让给参与者，须遵守并受公司和参与者遵守所有适用要求的约束，这些要求是在公司普通股可能挂牌的任何股份交易所或自动挂牌系统可能存在的当时进行发行或转让。参与者明白公司无义务向美国证券交易委员会、任何州、地方或外国证券委员会或任何股份交易所注册或合格股份以实现该合规遵循。
4.股东的权利 根据本协议的条款和条件，参与者将对已分配并发行给参与者的已取得股份享有所有公司股东的权利，直至参与者处置这些已取得股份为止。. 根据本协定的条款和条件，参与者将对已经分配并发行给参与者的已取得股份拥有所有股东对公司的权利，直到参与者处置这些已取得股份为止。
5.停止转让指令 .
5.1 停止转让指示参与者同意，为确保遵守本协议所加诸的限制，公司可能向其转让代理人发出适当的「停止转让」指示，若有的话；若公司自行管理其证券的转让，则可以在其自有记录中做出相应的注记。
5.2 拒绝转让公司将不需要（i）在其记录中登记已违反本协议任何条款而出售或以其他方式转让的股份，也不需要（ii）将这些股份的所有权人视为合法股份拥有人，或者将投票权或分红支付给已经将这些股份转让给任何参与者或其他受让人。
6.税收和股份处置.
6.1 税务义务.
(a) 不论公司或参与者的雇主（“雇主”）对与计划有关的任何或所有所得税、社会保险、工资税、分期付款或其他涉及参与者的计划并且法律适用的与参加计划产生的与参与者有关的税务相关项目（“税务相关项目”）采取任何行动，参与者确认对所有税务相关项目的最终责任属于参与者自己，可能超出公司和/或雇主实际扣缴金额。参与者进一步确认，公司和/或雇主（i）就与RSU奖励的任何方面有关的任何税务相关项目的处理，包括但不限于，授予、取得对应RSU奖励的已发行股份的累积权利以及随后出售取得股份及收取任何分红等，并未作出任何声明或承诺；（ii）并不承诺也没有义务结构授予条款或任何RSU奖励的任何方面以减少或消除参与者对税务相关项目的责任或实现任何特定税务结果。此外，如果参与者在授予日期和任何相关应纳税事件之间成为多个司法管辖区的纳税人，参与者确认公司和/或雇主（或适用的前雇主）可能需要在多个司法管辖区扣缴或报告税务相关项目。
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(b) 在相关应课税或税款扣缴事件前，受益人应支付或与公司和/或雇主达成令公司满意的安排以满足所有与税务有关的款项。在此方面，受益人授权公司和/或雇主或其代理人自行选择通过以下方式之一或组合方式来满足与税务有关的款项：(i) 从公司、雇主或公司的任何母公司或子公司支付给受益人的工资或其他现金补偿中扣除；或 (ii) 从已取得股份的出售所得中扣除，通过自愿出售或由公司安排的强制售出（代表受益人根据本授权）；或 (iii) 在 RSU 奖励发放时以股份扣减。
(c) 为了避免任何负面的会计处理，公司可能会考虑适用的最低法定扣缴金额或其他适用的扣缴率来扣抵或记录与税务相关的项目。如果与税务相关的项目的义务是通过扣留股份来满足的，就税务而言，被授予的股份数被视为已发行予受条款的全部股份，尽管有一定数量的股份被保留，仅用于支付参与计划的参与者所需支付的税务相关项目。
(d) 参与者应支付任何税务相关款项，该款项公司或雇主可能需要扣缴或注册，因为该参与者参与计划而不能通过本节先前描述的方式满足。如果参与者未能遵守与税务相关款项有关的义务，公司可以拒绝发行或交付已发行股票或出售股票的收益。
6.2 股份处置参与者请同意，除非和直到参与者符合所有适用于股份处置的本协议要求，否则参与者不得处置股份（除了本协议允许的情况）
7.授予的性质. 在接受 RSU 奖励时，参与者承认并同意：
(a)计划是公司自愿建立的，性质上是酌情的，并且公司可以随时修改、暂停或终止该计划；
(b)RSU Award的授予是自愿的和偶发的，并不构成任何合同上或其他方面的权利以获得未来的RSU Award，或以RSU Award作为补偿的好处，即使过去已经反复授予RSU Award。
(c)所有关于未来股票酬劳的决定，若有任何，将完全由公司酌情决定；
(d)参与者参与计划是自愿的；
(e)RSU奖项背后股票的未来价值是未知的，且无法确定预测。
(f)对于因服务终止（无论出于任何原因，不论是否违反当地劳动法规）而导致RSU奖项被注销，不应产生任何索赔或赔偿的权利或请求。作为对参与者并非应有的RSU奖项的补偿，参与者不可撤销地同意永不对公司和/或雇主提起任何诉讼，放弃参与者如有的提起此类诉讼的权利，并免除公司和/或雇主对于任何此类诉讼的责任；若尽管上述规定，该类诉讼获得有管辖权的法院允许，则通过参与该计划，参与者应被视为不可撤销地同意不追随此类诉讼，并同意签署任何必要文件以要求驳回或撤回此等诉讼。
(g)如果参与者居住在美国以外：
(A)RSU奖项和根据计划获得的股份，并不旨在取代任何养老金权益或补偿；
(B)RSU奖励不是正常的或预期的薪酬，不应用于任何目的，包括但不限于计算任何解除合同、辞职、终止、裁员、劳务结束支付、解雇、奖金、长期服务奖励、养老金或养老福利等支付，任何情况下亦不应视为对雇主、公司或任何母公司、子公司或关联公司过去服务的补偿，或与之有任何关系。
(C)若参与者终止服务（无论是否违反当地劳动法），且适用于第1.1(b)和(c)条款，则参与者根据计划拥有的受限股票奖酬的授予权将在终止服务的日期生效终止，该委员会有权独自判断参与者何时不再积极提供服务以便进行此受限股票奖酬。
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8.未提供有关拨款的建议。本公司不提供任何税务、法律或财务建议，亦不就参与计划或销售获授予RSU奖的股票提出任何建议。参与者应在采取任何与计划相关的行动之前，与其个人税务、法律和财务顾问咨询。
9.资料隐私.
(a)参与者特此明确且不含糊地同意，在此协议及任何其他RSU奖励材料中描述的范围内，雇主、公司及其母公司、子公司和联属公司可以以电子或其他形式收集、使用和转移参与者的个人数据，其独有目的在于实施、管理和处理参与者在该计划中的参与。
(b)参与者明白公司及雇主可能持有有关参与者的某些个人信息，包括但不限于参与者的姓名、家庭地址和电话号码、出生日期、社会保险号码或其他识别号码、薪资、国籍、职称、在公司持有的任何股份或董事职位，参与者名义下所有RSU奖励或其他股票授予相关的详细资料，如获奖、取消、行使、取得权益、未取得权益或尚未完成，目的仅在于实施、管理和运营计划（「资料」）。
(c)参与者明白数据将被转移到公司未来可能选择的股票计划服务提供商，以协助公司实施、管理和运作计划。参与者了解数据的接收方可能位于美国或其他地方，接收方的国家（例如美国）的数据隐私法律和保护可能与参与者的国家不同。参与者了解他或她可以通过联系当地的人力资源代表要求一份名称和地址的接收数据潜在接收方清单。参与者授权公司、公司的股票计划服务提供商和任何其他可能协助公司（现在或将来）实施、管理和运作计划的可能接收方，接收、持有、使用、保留和转移数据，以电子或其他形式，仅用于实施、管理和运营他或她在计划中的参与。参与者了解数据将仅在实施、管理和运作参加者在计划中的参与所需的时间内保留。参与者了解他或她可以随时查看数据，要求有关数据存储和处理的其他信息，要求对数据进行任何必要的修订，或拒绝或撤回本文中的同意，任何情况下均不收费，通过书面与其当地人力资源代表联系。然而，参与者明白，拒绝或撤回他或她的同意可能影响参与者参加计划的能力。参与者了解拒绝同意或撤回同意的后果的更多信息，他或她可以联系当地的人力资源代表。
10.未披露保密信息。
(a) 参与者承认公司的业务和服务非常专业化，公司客户、供应商和独立承包商的身份和特定需求一般不为人知，关于公司客户、供应商、独立承包商、服务、作业方式、政策、程序、销售、价格和成本的文件、记录和资讯均为高度机密资讯并构成商业秘密。参与者进一步承认参与者向公司提供或将提供的服务具有特殊且飞凡的性质，对公司具有独特价值，参与者已经或将会接触到公司所有权的商业秘密和机密资讯，这些机密资讯的损失无法透过侵权诉讼得到足够补偿。
(b) 参与者同意不得使用、披露、上传、下载、复制、转移或删除任何机密信息，包括商业秘密，除非在执行参与者对公司的职责时需要。机密信息指公司在其现行或计划业务中获得的信息，包括参与者在履行对公司职责时开发的信息，披露这些信息可能导致对公司的竞争性或其他不利影响。机密信息包括但不限于参与者已经或将要接触到的公司所有信息，无论是口头、书面、图形还是可读机器形式，包括但不限于记录、清单、规格、操作或系统手册、决策流程、政策、程序、配置文件、系统和管理架构、图表、模型、素描、技术数据、研究、业务或财务信息、计划、策略、预测、预测假设、业务实践、市场信息和资料、客户名称、供应商清单、独立承包商清单、身份或信息、专有概念、概念、专业知识、方法以及所有与公司业务和/或任何关联公司业务有关的信息，对公司客户、供应商、员工、独立承包商、营运方法、商业秘密、软体、软体代码、确定价格方法等。机密信息也包括公司及/或任何关联公司可以访问并且参与者已经或将要访问的第三方信息。参与者不得直接或间接地从公司场所复制、取走、披露或移走任何公司的图书、记录、客户清单或任何机密信息。参与者承认并了解，
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根据2016年的防御商业秘密法案：个人不得根据任何联邦或州商业秘密法对揭露商业秘密而承担刑事或民事责任，前提是：(i)该商业秘密是(A)机密地直接或间接向联邦、州或地方政府官员，或向律师进行的；且(B)仅用于举报或调查怀疑违法行为；或(ii)在封存诉讼或其他诉讼程序中提交的投诉或其他文件内揭露。此外，为了报复雇主对举报怀疑违法行为的员工而提起诉讼的个人，可以向个人的律师揭露雇主的商业秘密，在法院程序中使用商业秘密信息，前提是该个人：(i)封存包含商业秘密的任何文件；以及(ii)不揭露商业秘密，除非根据法院裁定。本协议的任何内容均不拟禁止参与者提供机密信息，就可能违法行为向政府机构或当局举报或参与调查，或针对适用的告密者法保护的其他披露进行披露。在本条款第10条中，“公司”包括任何母公司、子公司或联属公司。
11.员工非拉拢条款. 第11(a)条所包含的员工非拉拢规定适用于所有参与者，而第11(b)条的规定则适用于所有参与者，但不包括加州员工。本第11条所述的「公司」包括任何母公司、子公司或联属公司。
(a) 在与公司的雇佣期间内，参与者不得以自己的名义或为任何个人、公司、伙伴关系、法人或其他实体（a）招揽、干涉或设法导致公司的任何员工离开公司就业；或（b）诱使或试图诱使该等员工违反对公司的义务。
(b) 账户在离开与公司的雇佣关系之后的十二 (12) 个月内，不得以任何理由，或者为任何个人、公司、合伙企业、或其他实体， (a) 招揽、干涉，或试图诱使公司的任何员工离开公司就业；或者 (b) 推荐公司的员工给公司以外的任何人，目的是让该员工寻求、获得，或进入一段就业关系和/或提供服务的协议；或者 (c) 诱使或试图诱使此类员工违反他们对公司的义务。
12.客户非招揽. 包含在第12(a)条款内的客户非招揽条款 第12条的规定适用于所有参与者，第12(b)条款的规定则适用于所有参与者，除了加州员工。在本第12条中，“公司”包括任何母公司、子公司或联属公司。
(a) 在参与者与公司任职期间，参与者不得招揽、诱使或试图诱使公司的任何过去或现有客户（i）停止全部或部分与公司的业务往来；或（ii）与执行与公司提供的类似或竞争性服务的其他人、公司、合伙企业、股份公司或其他实体往来。
(b) 在离开公司后的十二(12)个月内，参与者无论出于自身目的还是代表他人，不得直接或透过他人就业务的非洲客户（以下定义）进行招揽、诱使或试图诱使该客户终止、减少或负面改变与公司的关系，或与竞争公司（以下定义）交易。本第12条描述之契约范围应包括参与者在美国任职和为公司提供服务的城市、县市或州以及参与者工作过和/或向公司提供服务的其他城市、领土、国家或司法管辖区。根据本第12条的规定，“客户”指任何在参与者就业的最后两（2）年内或在参与者离职时是公司客户的人、公司或实体；或在参与者离职前两（2）年内曾与公司进行与购买该公司服务或产品相关的积极洽谈的人、公司。 “客户”不包括参与者在最后两（2）年内未招揽、服务或涉及业务往来或接收该公司机密信息的客户。
13.禁止竞争. 第13条中包含的不竞争条款适用于所有参与者，除了加州雇员。 在本第13条中，“公司”包括任何母公司、子公司或联属公司。
在参与者与公司的雇佣关系因任何原因终止之日起的十二(12)个月内，参与者同意不得无论是参与者还是公司发起终止，提供与参与者为公司执行的工作功能或目的相同或相似的业务给竞争公司在受限区域内（下文所定）；（B）拥有（不包括拥有公开交易公司不多于五分之一（5%）的股份）或经营与公司竞争的业务；或（C）提供否则可能导致使用或披露公司机密信息的服务。
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一家「竞争对手公司」是指从事提供与公司产品或服务竞争的产品或服务的个人或实体，对于这些产品和服务，参与者在最后两（2）年内（a）涉及业务或（b）收到与公司相关的机密信息。
「受限区域」指参与者根据其对Flex的责任和对公司的机密信息、客户、客户、商业伙伴、经销商和代理商之间的良好关系的知识所具有的合法竞争关注范围。如果参与者是或曾经是具有明确地理责任的员工，受限区域将包括参与者在与公司雇用关系的最后两（2）年内分配责任的所有地理区域。
14.额外的离职后限制性契约条款.
(a) 考虑因素参与者承认，若非同意遵守其非揭露、非招揽和非竞争（简称「离职后限制契约」）条款，将不会获得本协议所提供的利益和考虑，而参与者同意遵守离职后限制契约是本协议考虑的重要组成部分。参与者了解自己有权在签署前就本协议的条款与律师协商，并且已有至少14天来审查本协议。
(b) 随后就业参与者同意，在受雇于公司期间及此后十二（12）个月内，参与者将向任何参与者打算受雇、联系或代表的个人、公司、协会、合伙企业或其他实体传达离职后限制契约的条款，或与之签订合同，在接受并从事此等雇用、合同、联系和/或代表之前。
(c) 暂停参与者同意，在任何违反『离职后限制性契约』条款的情况下以及执行这些条款的任何法律程序的期间内，相应的限制期间应被暂停和中止；而所有属于或受到此等暂停和中止影响的时间均不计入限制期间的12个月长度。
(d) 合理且必要的参与者同意，在第11、12和13条中所载的离职后限制约束是为了保护公司的合法业务利益而是合理且必要的，它们不会比保护公司的商誉或其他业务利益更加压抑，它们会包含合理的限制，以限制被禁止的活动的时间和范围，它们不会过度限制参与者的赚取生计能力，也不会对参与者构成过度负担。
(e) 司法修改如果设定在第11、12或13条中的任何限制被有管辖权的法院认定无法执行，因为它涵盖的期间太长或范围涉及的活动太广或地理范围太广，则应该被解释为仅适用于可能被执行的最长期间、活动范围或地理区域。
(f) 非美国特定国家条款。第12条和第13条中包含的限制对参与者不适用，如果参与者在要求实施继续支付的条件下工作并居住在一个国家，除非公司告知参与者将提供此等支付，该支付应适用适用法律所要求的最低金额。
15.继承人和受让人. 公司可以将本协议下的任何权利转让。本协议将对公司的继受人和受让人具有约束力。在本协议和计划中关于转让的限制下，本协议将对参与者及参与者的继承人、执行人、管理人、 法定代表人、继受人具有约束力。
16.适用法律; 审判地点; 可分割性. 本协议将受您居住之州内部法律管辖及解释，不包括与法律冲突相关的法律。为了诉讼由RSU奖项或本协议所证明的双方关系直接或间接产生的任何争议，双方特此递交并同意接受您居住之州的专属管辖权，并同意此诉讼仅在您居住之州的适用联邦法院中进行，或者如果联邦法院无法裁决该问题，则在您居住之州的州法院进行。如果此协议的任何条款被法院判定为非法或无法强制执行，则该条款将尽可能得到执行，其他条款将保持完全有效和可强制执行。
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17.通知. 任何须通知公司的通知应以书面形式，并寄送至公司位于加利福尼亚州密尔皮塔斯847号吉布拉塔大道财务副总裁。须通知参与者的通知应以书面形式，并寄送至参与者在签名页上指示的地址，或者参与者不时以书面向公司指定的其他地址。所有通知应在亲自递送后被视为有效，或通过挂号邮寄美国邮政服务三（3）天后生效（要求回执），或挂号快递交付（预付）后一（1）个工作日生效，或在传真变速器传送后一（1）个工作日生效。
18.标题. 本协议中的标题及标题仅供参考，并不影响对本协议的解释或解释。本协议中所有对章节的参考均指本协议的章节。
19.语言. 如果参与者收到此协议或与计划相关的任何其他文件的翻译不是英文，并且翻译版本的含义与英文版本不同，则以英文版本为准。
20.电子交付公司可能自行酌情选择以电子方式交付与计划中目前或未来参与有关的任何文件。参与者特此同意通过电子交付接收此类文件，并同意通过公司设立并维护的在线或电子系统或由公司指定的第三方参与该计划。
21.展品尽管本协议中可能有相反之规定，但RSU奖励将受制于本协议附件A所载之受益人国家的任何特殊条款和规定。此外，若受益人迁居至附件A所列国家之一，则该国家的特殊条款和条件将适用于受益人，只要公司确定适用该等条款和条件乃为遵守当地法律或促进计划管理之必要或适当。毋庸置疑，附件A和附件B均为本协议之一部分。
22.代码第409A条款。关于美国纳税人，RSU奖项的条款旨在遵守税收法典第409A条及相关财政部法规，以免使参与者不必支付额外的税款和利息。本协议将被解释、执行和管理，以符合此意图。为实现此意图，董事会可以对本协议采取修改或采用其他政策和程序（包括具有追溯效应的修改、政策和程序），或采取任何董事会认为合理、必要或适当的行动，而无需参与者的同意，以符合税收法典第409A条及相关美国财政部指导的要求。在这种情况下，公司并不保证确保旨在豁免或符合税收法典第409A条的RSU奖项确实免除或符合该条款，或就董事会就该事项所采取的任何行动作出任何陈述或承诺。
23.其他要求的实施公司保留根据遵守当地法律或促进计划管理实施的必要性或适当性而对参与者在计划中、RSU奖项以及计划下取得的任何股份实施其他要求的权利，并要求参与者签署可能为完成上述所需的任何其他协议或承诺。
24.补救措施. 除了公司本来可以恢复的所有救济外，公司应有权拿到禁制令以制止和禁止对本协议第10、11、12和13条的任何实际或潜在违反。参与者进一步同意，在第10、11、12和/或13条有违反情况下，(a) 公司将有权根据法律或衡平法得到所有救济，包括但不限于金钱损害赔偿；(b) 公司将有权要求参与者提供所有受益、报酬、佣金、酬金或利益之账目和偿还，该偿还是因参与者直接或间接实现或可能实现任何违反职后限制协议的行为而发生，该救济将不排除公司根据法律或衡平法有权享有的禁制令或其他权利或救济。对于本协议之违反，公司的所有救济措施将是累加的，采取一项救济措施将不被认定为排除其他救济措施。
25.完整协议；追索.
(a) 该计划及本协议，以及其所有附件，构成双方就本协议的主题事项所达成的完整协议和理解，并取代双方先前就本特定主题事项所达成的所有口头或书面理解和协议。

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(b) 为了考虑向参与者授予RSU奖，尽管本协议中有任何相反之处，(i) RSU奖将受到取消的条件约束，并且(ii) 根据RSU奖发行的股份或支付将受到收回、追回和/或回笼的约束，每种情况，(x) 依照计划第14.16条的规定，根据公司采纳或修改（或已经采纳或修改）的任何追回或类似政策，或者(y) 根据适用法律或任何这些股份可能挂牌交易所的任何适用规定的要求。
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证明如下：特此证明，本协议自生效日期起生效。

伟创力有限公司。
参与者
作者：作者：
名字：名字：
职称：
地址
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伟创力有限公司。修订及重新订立2017年股权激励计划

展品A附件
受限股份单位奖章约定
非美国参与者
条款和条件
本附件A包含额外条款和条件，规范计划下授予参与者的RSU奖项，若参与者居住在以下列国家之一。在本附件A中使用但未定义的特定大写用语，该用语含义列于计划和（或）协议中。
通知
本附件A还包括有关交易所管制和参与者应当了解的其他问题的资讯。该资讯基于2023年7月各国有效的证券、外汇管制和其他法律。这些法律通常复杂且经常更改。因此，公司强烈建议参与者不要仅依赖本附件A中的资讯作为与参与者在计划中参与的后果相关的唯一来源，因为在RSU授予生效并向参与者发放股份或参与者出售根据计划授予RSU获得的股份时，该资讯可能已过时。
此外，本文件所载资料属一般性质，可能不适用于参加者个别情况，且公司无法保证参加者能得到特定结果。因此，建议参加者寻求适当的专业建议（包括明确法律和税务建议），了解参加者所在国家的相关法律、法规、指导方针或任何其他相似规则如何适用于其情况。
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.

PART 1 – LOCAL TERMS AND CONDITIONS
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 €5,000,000. If the threshold is exceeded, quarterly obligations are imposed, with the reporting deadline being the fifteenth day of the month immediately following the end of a calendar quarter.
When the Participant sells Vested Shares issued under the Plan, there may be exchange control obligations if the cash received is held outside of Austria. If the transaction volume of all the Participant’s 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:
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 fourteen days after the Participant accepts the Agreement.
The revocation must be in written form to be valid. It is sufficient if the Participant returns the Agreement to the Company or the Company’s representative with language that can be understood as the Participant’s refusal to conclude or honor the Agreement, provided the revocation is sent within the period set forth above.
BRAZIL
Terms and Conditions
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This provision replaces Section 9 of the Agreement:
The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s 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 Participant’s favor, and that the Company will process said data and other data lawfully received from any third party (“Personal Data”) for the exclusive purpose of managing and administering the Plan and complying with applicable laws and regulations. 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 Participant’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. Personal Data may be transferred to relevant parties for the purposes of managing the Plan, such as banks, other financial institutions or brokers involved in the management and administration of the Plan. More specifically, 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 Participant’s 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 Participant’s participation in the Plan. The Participant understands that these recipients may be acting as controllers or processors, as the case may be, according to applicable privacy laws, and that they may be located in or outside Brazil, such as in the United States and/or Singapore or elsewhere, in countries that may provide a different level of data protection as intended under Brazilian privacy law.
Participants can exercise their rights over their Personal Data at any time. The rights include access to their Personal Data, rectification of outdated Personal Data, information on the sharing of Personal Data with third parties, among others. Further information on how the Company processes Personal Data and how to contact the Company in case of doubts or requests are set out in the Company’s privacy notice, which is available at: https://flex.com/company/policies/privacy-policy.
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 (including, but not limited to, income tax, social security contributions, capital gains taxes and foreign exchange taxes) associated with the RSU Award, the receipt of any dividends, and the sale of Vested Shares issued under the Plan.
Exchange Control Reporting 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 (i.e., the Shares individually and/or together with any other assets or rights) is equal to or greater than US$1,000,000 (approximately BRL4,800,000 as of July 2023) as verified on December 31st of any given calendar year. Additionally, if said aggregate value of assets and rights held abroad by the Participant is equal to or greater than US$ 100,000,000 or its equivalent in other currencies (approximately BRL 480,000,000 as of July 2023), as verified on March 31st, June 30th and/or September 30th of any given calendar year, he or she will be required to submit one or more quarterly declarations to the Central Bank of Brazil, as applicable according to the dates and times defined by such authority. Foreign individuals holding Brazilian visas and residency authorizations 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 Participant’s 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.

Tax Reporting Information. Assets and rights held by the Participant (including the Shares) must also be declared and described in his or her annual individual income tax return in the section “Bens e Direitos”, subsections “Situação em 12.31.«year»” and “Discriminação”.
Risk Factor. By accepting this RSU Award, the Participant hereby represents and acknowledges that investment in the Shares underlying the RSU Award involves a degree of risk. If the Participant elects to participate in the Plan, the Participant should monitor their participation and consider all risk factors relevant to the vesting or delivery of the Shares acquired upon vesting of the RSU Award.
CANADA
Terms and Conditions
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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 exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente 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 Participant’s 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 Company’s 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 Participant’s employee file.
Notifications
Grant of RSU Award. The RSU Award does not constitute compensation nor is in any way related to the Participant’s 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 Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Vested Shares. The Participant acknowledges that the Company’s 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 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.
Administration. The Company and its Parent, Subsidiary, Affiliate or the Employer shall not be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Exhibit A or otherwise from the Company’s operation and enforcement of the Plan and the Agreement in accordance with the PRC law including, without limitation, any applicable local exchange control rules, regulations and requirements.
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Data Privacy
(a)Data Collection and Usage. The Company collects, processes and uses personal data about the Participant, including but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, rights or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, which the Company receives from the Participant or the Employer. In order for the Participant to participate in the Plan, the Company will collect his or her personal data for purposes of allocating Vested Shares and implementing, administering and managing the Plan. The Company’s legal basis for the processing of the Participant’s personal data is based on the Participant’s consent, the necessity for Company’s performance of its obligations under the Plan and pursuant to the Company’s legitimate business interests, and the Participant hereby confirms and agrees that the Company shall be entitled to collect, process, use and cross-border transfer such personal data for the purpose of implementation of the Plan.
(b)Stock Plan Administration and Service Providers. The Company may transfer the Participant’s data to one or more third party stock plan service providers based in the U.S. and/or Singapore, which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for the Participant to receive and trade Vested Shares. The Participant may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s).
(c)International Data Transfers. The Participant’s personal data will be transferred from the Participant’s country to the U.S. and/or Singapore, where the Company is based, and may be further transferred by the Company to the U.S. and/Singapore, where its service providers are based.
(d)Data Retention. The Company will use the Participant’s personal data only as long as necessary to implement, administer and manage the Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs the Participant’s personal data, which will generally be ten (10) years after the Participant participates in the Plan, the Company will delete such data, or make data anonymize such data on its systems. If the Company keeps the data longer, it would be to satisfy any applicable legal or regulatory obligations.
(e)(Data Subject Rights. The Participant understands that he or she may have a number of rights under data privacy laws in China. Subject to the applicable data protection laws and regulations in China, as updated from time to time, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of data, (iv) restrictions or reject on processing of data, (v) portability of data, (vi) lodge complaints with competent authorities in the Participant’s jurisdiction, (vii) request for an explanation on the data processing rules, and/or (viii) receive a list with the names and addresses of any potential recipients of the Participant’s personal data. To receive clarification regarding these rights or to exercise these rights, the Participant can contact his or her local human resources department.
CZECH REPUBLIC
Notifications
Exchange Control Information. If the Czech National Bank notifies the Participant that he/she is considered by the Czech National Bank as a statistically significant reporting person for the purpose of the balance of payments statistics, the Participant will need to file a notification to the Czech National Bank on an annual basis regarding the Shares held by such Participant.
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. The Danish Tax Administration automatically receives information about brokerage accounts held with brokers or banks outside Denmark. As the Danish Tax Administration does not necessarily receive information about transactions made on foreign brokerage accounts on an ongoing basis, the numbers which appear in the Danish Tax Administration’s e-self-service, TastSelv, may not be correct. The Participant has a duty to control the numbers in TastSelv no later than 1 July following the expiration of the foregoing income year. In the event the numbers are not correct, the Participant shall before 1 July correct and submit the correct numbers in the Danish Tax Administration’s e-self-service, TastSelv. In addition, the Participant shall contact the Danish Tax Administration and inform them about the following: (i) the
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name of the Shares purchased or sold, (ii) the number of Shares purchased or sold, (iii) the time the Shares were purchased or sold, (iv) the price per Share and (v) the total price paid for the Shares, including transaction costs, if any.
The Participant shall send the transaction information via the contact formula in the e-self-service, TastSelv, with documentation in the form of account statements from the broker or bank to be included.
FINLAND
Employee Non-Solicitation, Customer Non-Solicitation and Non-Compete. This provision supplements Sections 11, 12 and 13 of the Agreement:
The Participant acknowledges and agrees that After Employment Employee Non-Solicitation, Customer Non-Solicitation and Non-Compete obligations are not considered Post-Employment Non-Compete Agreements under the Finnish Employment Contracts Act and, therefore, the Participant is not entitled to any additional compensation for these obligations.
Nature of Grant. This provision supplements Section 7(f) of the Agreement:
Notwithstanding the above, the Participant has the right to make claims against the Employer on any matters relating to the possible employment relationship, unless otherwise agreed between the Employer and the Participant after the termination of employment.
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 l’attribution, vous confirmez ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan, le contrat et cette Annexe) qui ont été communiqués en langue anglaise. Vous acceptez les termes en connaissance de cause.
Nature of Grant. By accepting the RSU Award, the Participant acknowledges and agrees that, as provided for under the Plan and Agreement provisions, the grant of the RSU Award is discretionary in nature by the Company and as such may be amended, suspended or terminated by the Company at any time. It does not create any claim or entitlement to compensation or damages under the French employment agreement signed between the Participant and the Employer.
Non-Qualified status of the RSU Award. The RSU Award is not intended to qualify for the special tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197-1 to L 225-197-5 and Sections L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended.
Foreign Account Reporting Notification. The Participant must report annually any shares and bank accounts he/she holds outside France, including the accounts that were opened, held, used and/or closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with his/her personal income tax return. This specific reporting obligation applies also to securities accounts opened for the purpose of the grant of the RSU Award. Failure to report triggers a significant penalty.
GERMANY
Notifications
Exchange Control Notification. Cross-border payments in excess of €12,500 must be reported on a monthly basis. If the Participant makes or receives a payment in excess of this amount, the Participant must report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de). 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 (i) receivables or (ii) payables vis-à-vis foreigners exceeding in each case of (i) and (ii) a total amount of €5,000,000 at the end of the relevant calendar month. Finally, the Participant must report Shares on an annual basis in case the Participant holds at least 10% of the Shares or the total voting rights of the Company.
Foreign Asset/Account Reporting Notification. If the acquisition of Shares in the Company under the Plan leads to a so-called “qualified participation” at any point during the calendar year, the Participant will need to report the acquisition when filing the tax return for the relevant year (at the latest 14 months after the end of such calendar year). A “qualified participation” is attained if (i) the acquisition costs of all participations in the Company exceed €150,000 (if the Participant owns 1% or more of the
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Company’s nominal share capital) or (ii) the participant holds Shares exceeding 10% of the nominal share capital of the Company.
Terms and Conditions
Tax Obligations. The following provisions supplement the “Vesting / Release” definition of the Agreement:
The applicable tax withholding and reporting shall be contingent on the closing prices of the Shares on the Release Date (Zuflusszeitpunkt). The 20-Day Closing Price Average shall be disregarded for the Participant.
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.
Sale Restriction. Notwithstanding anything contrary in the Notice, the Agreement or the Plan, in the event the Participant’s 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
A.IF THE PARTICIPANT IS AN EMPLOYEE
Terms and Conditions
Employment related provisions. The Employer’s prior consent is required for the delivery of the Agreement between the Participant and the Company or any Parent, Subsidiary or Affiliate if it is not the Employer of the Participant.
Section 13 of the Agreement shall not be deemed as a non-compete agreement under Hungarian labour law; it is considered as a non-compete agreement concluded between the Company or any Parent, Subsidiary or Affiliate and the Participant on a contractual basis.
INDIA
Notifications
Exchange Control Information. The Participant must repatriate the proceeds from the sale of Vested Shares acquired under the Plan within 180 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 Participant’s responsibility to comply with applicable exchange control laws in India. This only applies to a Participant who qualifies as a person resident in India under the Indian foreign exchange laws.
Additionally, the Participant must inform their Employer of any divestment made by them in relation to the Vested Shares within 7 days of undertaking such divestment. This is to enable the Indian Employer to undertake the mandatory reporting of the investment and divestment made by the Participant(s) to the Reserve Bank in India in Form OPI.
Foreign Asset / Account Reporting Information. The Participant is required to declare any foreign bank accounts and any foreign financial assets (which includes Vested Shares held in the Participant’s offshore brokerage account) in the Participant’s annual tax return. It is the Participant’s responsibility to comply with this reporting obligation. Additionally, upon the event of any income arising to the Participant out of the Vested Shares, the Participant will be obligated to report such income in his / her annual tax return. This only applies to a Participant who is an ordinary resident of India under Indian tax law.
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IRELAND
Terms and Conditions
Data Privacy: Section 9 of the Agreement is replaced by the following:
(a)The Employer or as the case may be the Company, its Parent, a Subsidiary or an Affiliate will collect, use and transfer as required among the aforementioned parties, in electronic or other form, the Participant’s personal data as described in this Agreement and any other RSU Award materials for the exclusive purpose of implementing, administering and managing the Participant’s 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 Participant’s 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 Participant’s 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, Singapore or elsewhere, and that the recipients’ country (e.g., the United States or Singapore) may have different data privacy laws and protections from the Participant’s 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 Participant’s 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 object to the processing of Data, in any case without cost, by contacting in writing his or her local human resources representative. The Participant understands, however, that objecting to processing of Data may affect the Participant’s ability to participate in the Plan. For more information on the consequences of an objection, the Participant understands that he or she may contact his or her local human resources representative.
Notifications
Director Notification Obligation. Directors, shadow directors and secretaries of the Company’s 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 director’s spouse or children (under the age of 18).
Reporting Obligations to the Irish Revenue Commissioners. The Company and/or the Employer have certain mandatory reporting obligations to the Irish Revenue Commissioners in relation to the operation of the Agreement and the Plan. The Participant acknowledges this obligation and agrees that the Company and/or the Employer may share certain information in relation to the RSU Reward and Vested Shares with the Irish Revenue Commissioners to satisfy this obligation.
ISRAEL
Israeli Sub-Plan. The RSU Award is also subject to the Sub-Plan for Israeli Participants (the “Israeli Sub-Plan”) which is considered as a part of the Plan. The terms used herein shall have the meaning ascribed to them in the Plan or Israeli Sub-Plan. In the event of any conflict, whether explicit or implied, between the provisions of the Agreement and the Israeli Sub-Plan, the provisions set out in the Israeli Sub-Plan shall prevail. By accepting this RSU Award, the Participant acknowledges that a copy of the Israeli Sub-Plan has been provided to the Participant and agreed to the terms of such Israeli Sub-Plan.
Designation. If the Participant is an employee of an Employer, the RSU Award will be subject to the trustee capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and 102(b)(3)of the Israeli Income Tax Ordinance [New Version], 5721-1961 (“Section 102” and “Capital Gains Route” and the “Ordinance”, respectively) and it has been designated as a 102 Award (as defined in the Israeli Sub-Plan), subject to compliance with the requirements under Section 102 and any associated rules or regulations, including the execution of the Agreement and the acknowledgments included below. In respect of
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Capital Gain Award, the tax is only due upon sale of the underlying Shares or upon release of the underlying Shares from the holding or control of the Trustee.
If the Participant is an Israeli resident however is engaged by the Company or any other non-Israeli Subsidiary or is a consultant or service provider of the Company’s Israeli resident Subsidiary, the RSU Award will be subject to tax upon vesting and settlement in accordance with Section 3(i) of the Ordinance.
Performance Achievement above Target: Any amount of shares issued under the Award as a result of achieving the Performance Criteria above the Target, and which is above the Total Target Shares amount shall be regarded as a new grant for the purpose of Section 102 and the Capital Gains Route.
Trustee Arrangement. With respect to any Award under the Capital Gains Route - the RSU Award and the Shares issued upon settlement of such RSU Award, and/or any additional rights, including without limitation any right to receive any dividends or any Shares received as a result of an adjustment made under the Plan that may be granted in connection with the RSU Award (the “Additional Rights”), will be issued to the Trustee or placed under the control of the Trustee under a supervisory trustee arrangement for at least the period stated in Section 102 under the Capital Gains Route or any shorter period of time as determined by the Israeli Tax Authority (“Holding Period and the “ITA”, respectively). In the event the RSU Awards do not meet the requirements of Section 102, such RSU Awards and the underlying Shares shall not qualify for the favorable tax treatment under Section 102. In accordance with the requirements of Section 102 and the Capital Gains Route, during the Holding Period the Participant shall not sell or transfer the underlying Shares or the Additional Rights from the Trustee. Notwithstanding the above, if such sale or transfer occurs before the end of the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by the Participant.
The Company makes no representations or guarantees that the RSU Award will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102. Any RSU Award accelerated upon termination of employment in accordance with Article 10.2(b) of the Plan may be disqualified from the Capital Gains Route.
Any fees associated with any vesting, sale, transfer or any act in relation to the RSU Awards shall be borne by the Participant. The Trustee and/or the Company and/or any Subsidiary shall be entitled to withhold or deduct such fees from payments otherwise due to the Participant from the Company or any Subsidiary or the Trustee.
Taxes. In addition to the provisions included in the Agreement, it is clarified that any and all taxes imposed in respect of the RSU Awards and/or underlying Shares, including, but not limited to, the grant of the RSU Awards, and/or the vesting, exercise, transfer, waiver, or expiration of RSU Awards and/or underlying Shares, and/or the sale of underlying Shares, shall be borne solely by the Participant, and in the event of death, by the Participant’s heirs. The Company, any Subsidiary, the Trustee or anyone on their behalf shall not be required to bear the aforementioned tax, directly or indirectly, nor shall they be required to gross up such tax in the Participant’s salary or remuneration. The applicable tax shall be withheld from the proceeds of sale of underlying Shares or shall be paid to the Company or any Subsidiary or the Trustee by the Participant. Notwithstanding the foregoing, the Company or any Subsidiary or the Trustee shall be entitled to withhold tax as it deems necessary to comply with applicable law and to deduct any tax from payments otherwise due to the Participant from the Company or any Subsidiary or the Trustee. The ramifications of any future modification of applicable law regarding the taxation of the RSU Awards granted to the Participant shall apply to the Participant accordingly and the Participant shall bear the full cost thereof, unless such modified laws expressly provide otherwise.
Securities Law Notification. The Company has obtained an exemption from the requirements of filing a prospectus in Israel with respect to any grant under the Plan. Applicable documentation can be obtained by contacting the Participant’s local human resources department.
Additional Acknowledgments and Undertakings. In addition to the provisions set out in the Agreement, by accepting an RSU Award classified under the Capital Gains Route, the Participant also confirms that:
1.The Participant is familiar with and understands the provisions of Section 102 and any associated rules or regulations in general, and the tax arrangement under the Capital Gains Route in particular, and agrees to comply with such provisions, as amended from time to time.
2.The Participant agrees that RSU Awards and the Shares that may be issued in connection with the RSU Awards, will be held or controlled by a trustee under a supervisory trustee arrangement for at least the duration of the Holding Period, as determined in Section 102 under the Capital Gains Route.
3.The Participant agrees to the provisions of the trust deed signed between the Company and/or the Employer and the Trustee attached hereto.
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4.The Participant understands that any release of such Shares from trust, or any sale of the Shares prior to the termination of the Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions.
5.The Participant authorizes the Company and/or the Employer to provide the Trustee with any information required for the purpose of administrating the grant of the RSU Awards, including without limitation information about the Participant's RSU Awards, income tax rates, salary bank account, contact details and identification number and any reasonable information required by the Trustee.
6.The Participant declares that he/she is a resident of the state of Israel for tax purposes and agree to notify the Company upon any change in the residence address and acknowledge that if he/she ceases to be an Israeli resident or if his/her engagement with the Company or any Subsidiary is terminated, the RSU Awards and underlying Shares shall remain subject to Section 102, the trust agreement, the Plan and grant document.
7.The Participant acknowledges, understands and agrees that the RSU Awards are an extraordinary, one-time benefit granted to the Participant, and does not create any contractual or other right to receive a future grant of RSU Awards.
The grant of the RSU Awards is conditioned upon the Participant signing all documents requested by the Company, the Employer or the Trustee.
ITALY
Terms and Conditions
Data Privacy. This provision replaces Section 9 of the Agreement:
The Participant understands that as a Data Controller according to Art 4 Para 1.7 Reg. UE/2016/679 (“GDPR”) the Company and the Employer as the Privacy Representative of the Company in Italy (the “Controller”), may hold certain personal information about the Participant, including, but not limited to, the Participant’s 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 Participant’s favor. The Company and the Employer inform the Participant as per Art. 12-13 GDPR that they will process said data and other data lawfully received from a third party (“Personal Data”) according to a level of security equal to that required by the GDPR or by the US Data Privacy Framework; Personal Data will be processed for the exclusive purpose of managing and administering the Plan (and so on the legal basis of Art. 6 para. 1 lit. b GDPR) and complying with applicable laws, regulations and Community legislation (and so on the legal basis of Art. 6 para. 1 lit. c GDPR). 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 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 Participant’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. The Participant understands that Personal Data will not be publicized, but it may be accessible by the Company and the Employer and within the Employer’s 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 Personal 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 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 Participant’s 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 Participant’s 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, Singapore 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. Otherwise, Personal Data will be processed for the entire period of the Participant’s employment relationship and for ten years thereafter or such longer period required to satisfy any applicable legal or regulatory obligations.
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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 GDPR and 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 Participant’s 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 Articles 13(2)(b) and (d), 15, 18, 19, 20 and 21 GDPR , he or she has the right at any moment to, including, but not limited to, (a) consult data and request that it be updated, corrected, supplemented, deleted or to object to or restrict its processing, as well as to request its portability, (b) submit a complaint to the Italian Data Protection Authority (the “Authority”), following the procedures and directions published on the Authority’s official website at www.garanteprivacy.it. In the event of a request to limit the processing of the data provided, to object to their processing, to their cancellation or to withdraw consent, the Data Controller may reserve the right to retain some of the Participant’s data to the extent that they are necessary for the “performance of the contract” or for the protection of its “legitimate interest” pursuant to section 7 of the Legislative Decree no. 196/2003 and 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 (which is not subject to any formal constraint and is free of charge), 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 Participant’s 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 10: Successors and Assigns; Section 11: Governing Law; Venue; Section 15: 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. Without limiting in any way Participant’s obligations under the Agreement and/or the Plan (also with regard to Section 6: Taxes and Disposition of Shares and Section 8: No Advice Regarding Grant), to participate in the Plan, the Participant – whether he or she is an Italian resident – 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; (b) any foreign investments or investments held outside of Italy at the end of the calendar year; and (c) the amount of the transfers to and from Italy which have had an impact during the calendar year on the Participant’s 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. Italian residents may be subject to tax on the value of financial assets held outside of Italy. The taxable amount will be the fair market value of the financial assets, assessed at the end of the calendar year.
JAPAN
Notifications
Notice of Private Placement in Japan. Neither the RSU Award nor the Shares to be issued pursuant to the RSU Award have been or will be registered under Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (the “FIEA”) in respect of this offering, because the offer or solicitation to acquire the RSU Award or the Shares hereunder meets the requirements for exemption from registration pursuant to Article 2, Paragraph 3, Sub-Paragraph 2 “ha” of the FIEA.
Exchange Control/Tax Reporting Information. If the aggregate fair value of the Shares issued pursuant to the RSU Award is more than JPY 100,000,000, the reporting requirement is applicable under the Japanese foreign exchange rules. In addition, the Participant is required to report the details of any assets held outside of Japan as of December 31 (including the Shares acquired under the Plan) to the relevant tax authority by March 15 of the following year to the extent such assets have a total net fair market value in excess of JPY 50,000,000.
KOREA
Notifications
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Exchange Control Information. If the Participant realizes US$500,000 (approximately KRW 632,500,000 as of July 2023) 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. In order for the Participant to dispose of its shares which have been originally procured by the Plan (the “Share Plan Shares”), according to the recently announced Korean Financial Supervisory Service (FSS) guideline in respect of sale and purchase of listed stocks of a foreign parent company which were procured via a share plan, the Participant is required to (1) open an account with a Korean securities company and (2) put a disposition order though a Korean securities company. Further, the Share Plan Shares are required to be deposited to a foreign depository which is linked to the Korea Securities Depository.
MALAYSIA
Malaysian Insider Trading. 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 Company’s 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.
Tax Responsibility of the Participant. The Participant is required to make an assessment by including the share benefit as income for the basis period in which the Shares are vested, report in the income tax return form of the Participant, the amount in respect of benefits from the Shares that have been vested, and ensure that income tax on that benefit is paid.
MEXICO
Terms and Conditions
The following provisions supplement Sections 6 and 7 of the Agreement:
Section 7
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 2 Changi South Lane, Singapore 486123, 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. The Participant expressly recognizes that the Plan and the grant of the RSU Award do not establish any rights between the Participant and his or her sole Employer (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. or Flextronics Aguascalientes Servicios S.A. de C.V.), nor does it form part of the employment conditions and/or benefits provided by the Employer.
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.
No Entitlement for Claims or Compensation. The Participant hereby declares that he or she does not reserve any action or right to bring any claim against the Company or his or her Employer 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.
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Spanish Translation
Términos y condiciones
Las siguientes disposiciones complementan las secciones 7 del Acuerdo:
Sección 7
Modificación: Al aceptar el Otorgamiento de Acciones por Bonificación, el Participante entiende y está de acuerdo en que cualquier modificación del Plan o del Acuerdo o su terminación, no constituirá un cambio o disminución de los términos y condiciones de empleo.
Declaración de Política: El Otorgamiento de Acciones por Bonificación que la Compañía efectúa conforme al Plan es de forma unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificarlo y discontinuarlo en cualquier momento sin responsabilidad alguna para la Compañía.
La Compañía, con oficinas registradas en 2 Changi South Lane, Singapore 486123 es la única responsable de la administración del Plan y la participación en el Plan y el Otorgamiento de Acciones por Bonificación no establece de forma alguna una relación de trabajo entre el Participante y la Compañía, ya que su participación en el Plan es completamente comercial. El Participante expresamente reconoce que el Plan y el Otorgamiento de Acciones por Bonificación no establece ningún derecho entre el Participante y su único Empleador (Availmed Servicios S.A. de C.V., Grupo Flextronics S.A. de C.V., Flextronics Servicios Guadalajara S.A. de C.V., Flextronics Servicios México S. de R.L. de C.V. o Flextronics Aguascalientes S.A. de C.V., según sea el caso), ni tampoco forma parte de las condiciones laborales o beneficios provistos por el Empleador.
Conocimiento del Documento del Plan. Al aceptar el Otorgamiento de Acciones por Bonificación, el Participante reconoce que ha recibido copia del Plan, ha revisado el mismo, al igual que la totalidad del Acuerdo y que entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.
Además, el Participante reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la sección denominada Naturaleza del Otorgamiento, en la cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en éste es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como su Matriz, Subsidiaria o Filiales no son responsables por cualquier disminución en el valor de las Acciones adquiridas por virtud del Otorgamiento de Acciones por Bonificación.
Derecho a Reclamaciones o Indemnizaciones. El Participante declara que no se reserva ninguna acción o derecho para interponer reclamo alguno en contra de la Compañía o su empleador por indemnización o daño alguno como resultado de su participación en el Plan y, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía o su Matriz, Subsidiaria o Filiales con respecto a cualquier reclamo que pudiera originarse en virtud del Plan.
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 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.
NORWAY
Terms and Conditions
Data Privacy. This provision replaces Section 9 of the Agreement:
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The Participant understands that the Company and the Employer will process certain personal information about the Participant, including, but not limited to, the Participant’s 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 Participant’s favor, and that the Company and the Employer will process said data and other data lawfully received from third party (“Personal Data”) for the purposes of managing and administering the Plan, the employment relationship and complying with applicable laws and regulations. The legal bases under Regulation (EU) 2016/679 (the “GDPR”) are thus (i) the necessity for performing a contract to which the Participant is party (Article 6 no. 1 b)); and (ii) the necessity for compliance with a legal obligation (Article 6 no 1 b)). 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 Participant’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s 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 Employer’s 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 Personal 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 Participant’s 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 Participant’s 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 and/or Singapore or elsewhere, including countries that do not provide an adequate level of data protection. In the lack of an adequacy decision under Article 45 of the GDPR, the Employer and/or Company will rely on other safeguards, such as binding corporate rules or the Standard Contractual Clauses adopted according to the Commission Implementing Decision on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679.
The Company and the Employer will process the Personal Data for as long as it is necessary to fulfill the employment contract with the Participant, or for as long as it is necessary to comply with a legal obligation to which the Company and/or Employer is subject.
The Participant shall, according to Chapter III of the GDPR, have the right 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, and to complain to the national data protection authority. To exercise privacy rights, the Participant should contact the Employer. In addition, Personal Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s human resources department.
POLAND
Terms and Conditions
Restriction on Type of Shares Issued. Due to tax regulations in Poland, as necessary, the Participant’s 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 be required to provide the Romanian bank assisting with the transaction with appropriate documentation explaining the source of the income.
Non-compete
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Applicability. This provision supplements Section 13 of the Agreement (where applicable):
1. The Participant is forbidden to carry out in his/her own interest or a third party, directly or indirectly, dependent or independent activities in the fields of activity set forth in any confidentiality, non-competition, non-solicitation or similar agreement between the Participant and the Company or any Affiliate thereof, for the benefit of but not limited to any competitor of the Company (i.e., which has the same core business as the Company).
2. The non-competition clause in relation to the competing companies listed above produces its effects across such territories set forth in any confidentiality, non-competition, non-solicitation or similar agreement between the Participant and the Company or any Affiliate thereof.
3. The list of the companies mentioned above shall be supplemented automatically with the legal entities which have the same core business as the Company and, consequently, compete with it, entities which shall be incorporated across the aforementioned territories after signing the present agreement, as well as during the non-competition period mentioned below.
4. The Participant further undertakes during the non-competition period mentioned below not to:
- entice the clientele of the Company by making use of the relationships established with such clientele while being employed by the Company;
- entice any Participants of the Company for the purpose of setting up a competing company in order to attract the customers of the Company as well as not to entice any Participants of the Company in order to cause business disruption.
5. The non-competition clause produces its effects for a period of 12 months after termination of the individual employment agreement.
6. After the termination of the employment agreement and during the period of time mentioned above, the monthly non-competition compensation equals the price of the applicable Vested Share, but no less than 50% of the average gross salaries from the last 6 months prior to the termination date of the employment agreement shall be paid to the Participant in exchange of his or her compliance with the non-competition clause. In case the price obtained from the sale of the RSU is less than 50% of the average gross salaries from the last 6 months prior to the termination date of the individual employment agreement, the Company will pay the difference to maintain such level of compensation. The above-mentioned monthly compensation becomes due at the end of each month and is paid by bank transfer into an account indicated by the Participant.
7. In case of infringement against the non-competition clause, the Participant shall be obligated to return in full the amounts paid by the Company after the termination of the employment relationship as non-competition compensation and, as the case may be, to pay damages thus caused to the Company.
8. The Company may unilaterally waive the non-competition clause stipulated in the individual employment agreement at any moment prior to its entry into force based on a written notification sent by the Company to the Participant with regard to the denunciation of this clause.
SINGAPORE
Notifications
Securities Law Information. The RSU Award is being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(i) read with section 273(2) and (4) of the Singapore Securities and Futures Act 2001 (“SFA”). The Plan, the Agreement and the RSU Award have not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
Selling Restrictions. The Participant should note that the Plan, the Agreement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the RSU Award and/or Shares may not be circulated or distributed, nor may the RSU Award and/or Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division (1) of Part 13 (other than section 280) of the SFA. Any transfer and/or disposal of the RSU Award and/or Shares by the Participant (as may be allowed under the Plan and the Agreement and subject to compliance with applicable law) shall be subject to the condition that the foregoing restrictions shall be imposed on each and every transferee and purchaser, and subsequent transferee and purchaser, of the relevant RSU Award and/or Shares.
Notification under Section 309B(1) of the SFA. The RSU Award and Shares are prescribed capital markets products (as defined in the Singapore Securities and Futures (Capital Markets Products) Regulations 2018), being rights issued or proposed to be issued by a corporation in respect of its own stocks or shares and stocks or shares issued or proposed to be issued by a
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corporation, respectively, and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Director Notification Obligation. If the Participant is a director (including an alternate director or shadow director) of the Company and/or a Singapore company that is a related corporation (as defined in the Singapore Companies Act 1967 (the “Singapore Companies Act”)) of the Company (the “Singapore Entity(ies)”), the Participant is subject to certain notification requirements under the Singapore Companies Act in connection with the grant of the RSU Award and the subsequent vesting of, and delivery of, Shares underlying the RSU Award. Among these requirements is an obligation to notify the Singapore Entity(ies) in writing when the Participant acquires an interest (e.g., RSU Award, Shares) in the Company. In addition, the Participant must notify the Singapore
Entity(ies) in writing when the Participant sells Shares of the Company (including when the Participant sells Shares acquired under the Plan). Please contact the Company to obtain a copy of the notification form.
The Participant must give written notice to the Singapore Entity(ies) of the prescribed particulars relating to the RSU Award and Shares underlying the RSU Award within two business days after (a) the date on which the Participant became a director of the Singapore Entity(ies); or (b) the date on which the Participant became a registered holder of or acquired an interest in the RSU Award or Shares underlying the RSU Award.
Upon the vesting of the Shares underlying the RSU Award and the delivery of Shares to the Participant resulting in the Participant becoming a registered shareholder of the Company, there is a change in the nature of the interest the Participant holds from a beneficial interest arising contractually under the RSU Award to a legal interest as a registered shareholder of the Company. As a result, the Participant is required within two business days, to notify the Singapore Entity(ies) of this technical change in the nature of the Participant’s interest in the Shares of the Company, to enable the Singapore Entity(ies) to meet its statutory obligations and update its Register of Directors’ Shareholdings within three days of receiving the Participant’s notification.
In addition, the Participant must give written notice to the Singapore Entity(ies) of particulars of any change in respect of the prescribed particulars previously given in respect of the RSU Award or Shares underlying the RSU Award, including the consideration (if any) received as a result of the event giving rise to the change, upon say, a sale and transfer of the Shares, within two business days after the occurrence of the event giving rise to the change.
Terms and Conditions
Data Protection. The Participant acknowledges that:
(a)the personal data of the Participant as contained in each document and/or any other notice or communication given or received pursuant to the Plan and/or the Agreement, and/or which is otherwise collected from the Participant (or his or her authorized representative(s)), will be collected, used and disclosed by the Company and/or the relevant subsidiary for the purposes of implementing and administering the Plan, and in order to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines;
(b)by participating in the Plan, the Participant also consents to the collection, use and disclosure of his or her personal data for all such purposes, including disclosure of personal data of the Participant held by the Company and/or the relevant subsidiary to any of their affiliates and/or to third party administrators who provide services to the Company (whether within or outside Singapore), and to the collection, use and further disclosure by such persons of such personal data for such purposes; and
(c)the Participant also warrants that where he or she discloses the personal data of third parties to the Company and/or the relevant subsidiary in connection with the Plan and/or the Agreement, he or she has obtained the prior consent of such third parties for the Company and/or the relevant subsidiary to collect, use and disclose their personal data for the above mentioned purposes, in accordance with any applicable laws, regulations and/or guidelines. The Participant shall indemnify the Company and/or the relevant subsidiary in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Participant’s breach of this warranty.
(d)to the extent that the Participant withdraws consent, the Company may use its discretion under the Agreement to terminate the RSU Award for no consideration.
For this purpose, the term “personal data” shall refer to any information and data which can be related directly or indirectly to an identifiable individual.
SLOVAK REPUBLIC
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Notifications
Exchange Control Information. Upon request of the Slovak National Bank, the Participant may need to file a notification in respect of Shares pursuant to the Plan he or she acquires.
SOUTH AFRICA
Warning: The RSU Award and Shares acquired upon vesting of the RSU Award do not constitute a public offering of securities under South African 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 South African Companies Act. It is to be noted that no documents been reviewed by any regulatory authority in South Africa. 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.
Terms and Conditions
Notification Obligation. Directors and prescribed officers of the Company’s South African Subsidiary or Affiliate are subject to certain notification requirements under the South African Companies Act. Directors and prescribed officers must notify the South African 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 as soon as practically possible and/or where relevant in relation to any decisions affecting the South African Subsidiary or Affiliate.
Insider Trading Notification. The Participant should be aware of the South African insider-trading rules, which may impact his or her acquisition or disposal of Shares or rights to Shares under the Plan. Under the South African 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.
Tax Obligations. The following provision supplements Section 6.1 of the Agreement:
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 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 Participant’s failure to comply with South African exchange control laws. The Participant should notify their local bank within 30 days of receiving shares.
SWEDEN
There are no country specific provisions.
SWITZERLAND
Securities Law Information. In Switzerland, the grant of RSUs is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (“FINSA”). This document does not constitute a prospectus pursuant to the FINSA and no such prospectus has been or will be prepared for or in connection with the RSU Awards granted pursuant to the Plan. This document is neither subject to any governmental approval nor must be filed with any Swiss authorities.
Employment Law Information. The Plan and any RSU Award are made as and constitute a discretionary ex gratia payment (Gratifikation/Sondervergütung) within the meaning of Art. 322d of the Swiss Code of Obligation.
Tax Reporting Information.
(i) At grant. The Participant will receive an addendum to the annual salary statement, reporting the details of the RSU Award granted. The Participant is required to file such addendum with his/her tax return. Furthermore, the Participant is required to declare all RSU Awards granted under the Plan which should not be subject to the net wealth tax, but must be reflected “pro memoria” in the statement on bank accounts and securities (Wertschriftenverzeichnis) that the Participant is required to file with the annual tax return.
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(ii) At vesting. The Participant will receive an addendum to the annual salary statement, reporting the taxable income realized upon vesting of the RSU Award. The Participant is required to declare such income in and to file the addendum with his/her tax return. Any Shares acquired upon vesting will be subject to the net wealth tax and must be reported in the statement on bank accounts and securities (Wertschriftenverzeichnis) that the Participant is required to file with the annual tax return.
Data Privacy; Transfer of personal data to the United States and/or Singapore. The Participant acknowledges and agrees that personal data will be transferred to the United States and/or Singapore and that there is a risk, in particular, that the rights provided for by Swiss (and EU data protection laws, as applicable) may only be guaranteed to a limited extent and that foreign authorities, i.e., authorities of the United States and/or Singapore may gain access to personal data with or without the Participant’s knowledge. Such access may also result in further tracking and/or observations by foreign authorities.
TAIWAN
Notifications
Securities Law Information. The RSU Award to be granted by the Company to the Participants of the Company or a Taiwan Subsidiary or Affiliate have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission and/or any other regulatory authorities of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitute an offer or a solicitation of an offer within the meaning of the Securities and Exchange Act or relevant laws and regulations of Taiwan that requires a registration or approval of the Financial Supervisory Commission and/or any other regulatory authorities of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the RSU Award in Taiwan.
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$5,000,000 (approximately TW$ 155,000,000 as of July 2023) per year for inward and outward remittances. On the contrary, the approval of the Central Bank of Taiwan would be required for making inward and outward remittances of foreign exchange that, in the aggregate, exceed the US$5,000,000 annual quota. If the transaction amount is TW$ 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. Pursuant to Turkish capital markets legislation, the sale of shares in stock option plans of foreign companies to employees residing in Türkiye are not subject to filing or disclosure requirements in Türkiye, provided that: (i) such sale does not take place in Türkiye; (ii) it does not fall within the scope of any public offering in Türkiye (i.e., the transaction cannot be defined as a public offering); and (iii) any information to be provided to the employees does not contain any statements giving the impression of a public offering.
UNITED KINGDOM
Terms and Conditions
Tax Obligations. The following provisions supplement Section 6.1 of the Agreement:
The Participant agrees that they are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Participant’s Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agree to indemnify and keep indemnified the Company and, if different, the Participant’s Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.
Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the amount of any income tax not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the Tax-Related Items occurs may constitute a benefit to the Participant on which additional income tax and National Insurance contributions may be payable. The Participant understands that they will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any National Insurance contributions due on this additional benefit, which may also be recovered from the Participant through any means set forth in the “Tax Withholding” section of the Agreement.
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In the event that the Participant has failed to make arrangements pursuant to the “Tax Withholding” section of the Agreement, for the amount so indemnified hereunder, the Participant shall pay to the Company (or such other affiliate, as the case may be) the balance in cash promptly on written demand and in any event within 60 days from the date on which any relevant amount indemnified is due to be accounted for to the applicable tax authority. If such payment is not made, the Participant shall also be liable to account to the Company or any affiliate for any additional liability that may arise to the Company or such other affiliate as a result of the operation of Section 222 of Income Tax (Earnings and Pensions) Act 2003.
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, at the election of the Company, 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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PART 2 – GDPR
Subject to the laws of the jurisdiction that the Participant is resident in or otherwise subject to, this provision shall apply to any Participant who is resident in a jurisdiction or otherwise subject to the laws of a jurisdiction that is subject to or has implemented GDPR (as hereinafter defined) (as may be amended from time to time and any successor thereto).
For the execution of the Plan and the Agreement it is necessary to process personal data relating to the Participant, consisting of full name, address, position, employer, appraisals and bank account details, employment related data (“Personal Data”).
The Personal Data shall, upon participation in the Plan, be provided to the Company by the Participant and/or any relevant Affiliate or Subsidiary. The Personal Data shall be processed in accordance with the General Data Protection Regulation (“GDPR”) and any applicable national GDPR implementation law, which may for the processing of special categories of personal data (additionally) require the Participant’s (explicit) consent thereto.
The following shall apply:
1. For the execution and administration of the Plan and the Agreement, the Personal Data shall be transferred and processed outside of the European Economic Area (“EEA”), which shall be based on article 49(1)b of the GDPR where such transfer is of an incidental nature and is necessary for the entering into and execution of the Agreement with the Participant. Otherwise, any data transfers between the Company and any of its Subsidiaries or Affiliates shall be based on adequate transfer mechanisms that are implemented within the Company and any Subsidiary or Affiliate, such as the EU Model Clauses.
2. The Personal Data shall solely be processed by the Company (or any of its legal successors) when such processing is necessary for the execution and administration of the Plan or the Agreement and ensuing rights and obligations. Without such processing the Participant cannot participate in the Plan. Furthermore, the Personal Data shall be processed by the Company to comply with its legal obligations and/or for the purposes of its legitimate interest(s) such as to establish, exercise or defend its rights and legal position, and to monitor compliance with the Plan.
3. The Personal Data can be shared by the Company, with other third parties and the competent supervisory authorities in order to comply with its obligations (such as to comply with a request or order), with advisors or lawyers, based on a legitimate business interest to request advice, exercise its rights or with (potential) business partners in the context of a contemplated sale or restructuring of the Company or any Subsidiary or Affiliate.
4. The Personal Data shall be retained for 5 years after participation in the Plan has been terminated, unless longer retention of the Personal Data is required, for example, based on a legal obligation or in order to establish, defend or exercise a legal position.
5. The Participant has the right to request from the Company (or any of its relevant legal successors), access to and, under circumstances to request rectification or erasure of the Personal Data or restriction of processing of their Personal Data or to object to such processing as well as the right to data portability. The Participant has the right to lodge a complaint with respect to the processing of the Personal Data with the competent data protection authority.
6. The Participant may contact the Company with any questions regarding the processing of the Personal Data, to invoke their data subject’s rights or to obtain a copy of the mechanism for the (international) transfer of the Personal Data under this Plan.
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