of any Participant. No recovery of compensation under such a
clawback policy will be an event giving rise to a right to resign
for “good reason” or “constructive termination” (or similar term)
under any agreement with the Company or any of its Affiliates.
In the event that an Award is subject to more than one such
policy, the policy with the most restrictive clawback or recoupment
provisions shall govern such Award, subject to applicable law.
(e)Non-Exempt
Employees. If an Option is granted to an employee of the
Company or any of its Affiliates in the United States who is a
non-exempt employee for purposes of the Fair Labor Standards Act of
1938, as amended, the Option will not be first exercisable for any
shares of Stock until at least six (6) months following the
date of grant of the Option (although the Option may vest prior to
such date). Consistent with the provisions of the Worker
Economic Opportunity Act, (1) if such employee dies or suffers
a Disability, (2) upon a Corporate Event in which such Option
is not assumed, continued, or substituted, (3) upon a Change
in Control, or (4) upon the Participant’s retirement (as such
term may be defined in the applicable Award Agreement or a
Participant Agreement, or, if no such definition exists, in
accordance with the Company’s then current employment policies and
guidelines), the vested portion of any Options held by such
employee may be exercised earlier than six (6) months
following the date of grant. The foregoing provision is
intended to operate so that any income derived by a non-exempt
employee in connection with the exercise or vesting of an Option
will be exempt from his or her regular rate of pay. To the
extent permitted and/or required for compliance with the Worker
Economic Opportunity Act to ensure that any income derived by a
non-exempt employee in connection with the exercise, vesting or
issuance of any shares under any other Award will be exempt from
such employee’s regular rate of pay, the provisions of this
Section 20(e)will apply to all Awards.
(f)Data
Privacy. As a condition of receipt of any Award, each
Participant explicitly and unambiguously consents to the
collection, use, and transfer, in electronic or other form, of
personal data as described in this Section 20(e) by and
among, as applicable, the Company and its Affiliates for the
exclusive purpose of implementing, administering, and managing the
Plan and Awards and the Participant’s participation in the Plan.
In furtherance of such implementation, administration, and
management, the Company and its Affiliates may hold certain
personal information about a Participant, including, but not
limited to, the Participant’s name, home address, telephone number,
date of birth, social security or insurance number or other
identification number, salary, nationality, job title(s),
information regarding any securities of the Company or any of its
Affiliates, and details of all Awards (the “Data”).
In addition to transferring the Data amongst themselves as
necessary for the purpose of implementation, administration, and
management of the Plan and Awards and the Participant’s
participation in the Plan, the Company and its Affiliates may each
transfer the Data to any third parties assisting the Company in the
implementation, administration, and management of the Plan and
Awards and the Participant’s participation in the Plan.
Recipients of the Data may be located in the Participant’s
country or elsewhere, and the Participant’s country and any given
recipient’s country may have different data privacy laws and
protections. By accepting an Award, each Participant
authorizes such recipients to receive, possess, use, retain, and
transfer the Data, in electronic or other form, for the purposes of
assisting the Company in the implementation, administration, and
management of the Plan and Awards and the Participant’s
participation in the Plan, including any requisite transfer of such
Data as may be required to a broker or other third party with whom
the Company or the Participant may elect to deposit any shares of
Stock. The Data related to a Participant will be held only as
long as is necessary to implement, administer, and manage the Plan
and Awards and the Participant’s participation in the Plan. A
Participant may, at any time, view the Data held by the Company
with respect to such Participant, request additional information
about the storage and processing of the Data with respect to such
Participant, recommend any necessary corrections to the Data with
respect to the Participant, or refuse or withdraw the consents
herein in writing, in any case without cost, by contacting his or
her local human resources representative. The Company may
cancel the Participant’s eligibility to participate in the Plan,
and in the Committee’s discretion, the Participant may forfeit any
outstanding Awards if the Participant refuses or withdraws the
consents described herein. For more information on the
consequences of refusal to consent or withdrawal of consent,
Participants may contact their local human resources
representative.
(g)Participants
Outside of the United States. The Committee may modify
the terms of any Award under the Plan made to or held by a
Participant who is then a resident, or is primarily employed or
providing services, outside of the United States in any manner
deemed by the Committee to be necessary or appropriate in order
that such Award shall conform to laws, regulations, and customs of
the country in which the Participant is then a resident or
primarily employed or providing services, or so that the value and
other benefits of the Award to the Participant, as affected by
non–U.S. tax laws and other restrictions applicable as a result of
the Participant’s residence, employment, or providing services
abroad, shall be comparable to the value of such Award to a
Participant who is a resident, or is primarily employed or