9. Refusal of transfer. The Company shall not be required to (i) register a transfer of ordinary shares on its list of shareholders if such shares have been sold or otherwise transferred in violation of any provision of this allocation agreement or (ii ) to treat as the owner of such Common Shares, or to grant the right to vote or pay dividends to any purchaser or other transferee to whom such shares have been so transferred.

ten. No right to continuous service. Nothing in this Rewards Agreement shall be deemed, by implication or otherwise, to impose a limitation on any right of the Company or any of its Affiliates to terminate the continued service of the Participant at any time.

11. Opinion. All notices, requests and other communications provided for or authorized hereunder must be in writing and must be sent by registered or certified first class mail, with acknowledgment of receipt, by facsimile, by courier or by hand delivery. own:

If at the Company:



If to the Participant, at the Participant’s last known address registered with the Company.

All such notices, requests and other communications will be deemed to have been duly delivered when delivered personally, if delivered personally; when delivered by courier, if delivered by a commercial courier service; five (5) business days after being deposited by mail, prepaid, if mailed; and during the mechanical acknowledgment, if it is faxed.

12. Linked by plan. By signing this Award Agreement, the Participant acknowledges that he has received a copy of the Plan and has had the opportunity to review the Plan and agrees to be bound by all of the terms and provisions of the Plan.

13. Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on the form prescribed by the Committee and may, from time to time, modify or revoke such designation. If no named beneficiary survives the participant, the participant’s executor or estate administrator will be deemed to be the participant’s beneficiary.

14. Successors. The terms of this allocation agreement shall be binding and apply for the benefit of the company, its successors and assigns, as well as the participant and the beneficiaries, executors and administrators, heirs and successors of the participant.

15. Modification of RSU allocation. Subject to Article 16 of this allocation agreement, the Board of Directors may, at any time and from time to time, modify the conditions of this allocation of RSUs; provided, Nevertheless, that the participant’s rights under this RSU grant will not be compromised by such an amendment unless (i) the Company requests the participant’s consent and (ii) the participant consents in writing.

16. Adjustment for changes in capitalization. This PSU award may be adjusted in accordance with the Plan, including, without limitation, section 12 of the Plan. The Participant, by its execution and entry into this Reward Agreement, irrevocably and unconditionally consents and accepts all adjustments which may be made at any time hereafter.


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