3.The number of Shares subject to the RSUs shall be subject to adjustment and the vesting dates
hereof may be accelerated as follows:
(a)In the event that the Shares, as presently constituted, shall be changed into or exchanged
for a different number or kind of shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares,
or otherwise) or if the number of such Shares shall be increased through the payment of a stock dividend
or a dividend on the Shares of rights or warrants to purchase securities of the Company shall be made, then
there shall be substituted for or added to each Share theretofore subject to the RSUs the number and kind of
shares of stock or other securities into which each outstanding Share shall be so changed, or for which each
such Share shall be exchanged, or to which each such Share shall be entitled. The other terms of the RSUs shall
also be appropriately amended as may be necessary to reflect the foregoing events. In the event there shall be
any other change in the number or kind of the outstanding Shares, or of any stock or other securities into which
such Shares shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such
change equitably requires an adjustment in the RSUs, such adjustment shall be made in accordance with such
determination.
(b)Fractional Shares resulting from any adjustment in the RSUs may be settled in cash or
otherwise as the Committee shall determine, in its sole discretion. Notice of any adjustment will be given to you
and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes hereof.
(c)The Committee shall have the power to amend the RSUs to permit the immediate vesting
of the RSUs (and to terminate any unvested RSUs) and the distribution of the underlying Shares prior to the
effectiveness of (i) any disposition of substantially all of the assets of the Company or your Employer, (ii) the
shutdown, discontinuance of operations or dissolution of the Company or your Employer, or (iii) the merger or
consolidation of the Company or your Employer with or into any other unrelated corporation.
4.If you are resident and/or employed outside of the United States, you agree, as a condition of the
grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the 2011
Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of
the Shares acquired pursuant to the RSUs) if required by and in accordance with local foreign exchange rules
and regulations in your country of residence (and country of employment, if different). In addition, you also
agree to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries,
as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations
in your country of residence (and country of employment, if different). Finally, you agree to take any and all
actions as may be required to comply with your personal legal and tax obligations under local laws, rules and
regulations in your country of residence (and country of employment, if different).
5.If you are resident and/or employed in a country that is a member of the European Union, the
grant of the RSUs and these Terms and Conditions are intended to comply with the age discrimination
provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age
Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any
provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age
Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike
such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted
under local law.
6.Regardless of any action the Company and/or your Employer take with respect to any or all
income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax,
payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate
liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company
and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the
subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend
equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or
eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one
country between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you
acknowledge that your Employer (or former employer, as applicable) may be required to withhold or account
for Tax-Related Items in more than one country.