Annual Report — Form 10-K Filing Table of Contents
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1: 10-K Annual Report HTML 1.74M
2: EX-4.25 Instrument Defining the Rights of Security Holders HTML 129K
3: EX-10.63 Material Contract HTML 71K
4: EX-10.64 Material Contract HTML 88K
5: EX-10.65 Material Contract HTML 77K
6: EX-10.66 Material Contract HTML 76K
7: EX-10.67 Material Contract HTML 70K
8: EX-21.1 Subsidiaries List HTML 90K
9: EX-23.1 Consent of Expert or Counsel HTML 31K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
20: R1 Cover HTML 140K
21: R2 Consolidated Balance Sheets HTML 144K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
23: R4 Consolidated Statements of Earnings HTML 110K
24: R5 Consolidated Statements of Comprehensive Earnings HTML 83K
25: R6 Consolidated Statements of Equity HTML 114K
26: R7 Consolidated Statements of Equity (Parenthetical) HTML 32K
27: R8 Consolidated Statements of Cash Flows HTML 131K
28: R9 Basis of Presentation HTML 34K
29: R10 Summary of Significant Accounting Policies HTML 139K
30: R11 Acquisitions HTML 62K
31: R12 Revenue HTML 148K
32: R13 Property and Equipment HTML 44K
33: R14 Goodwill HTML 55K
34: R15 Intangible Assets HTML 54K
35: R16 Software HTML 41K
36: R17 Deferred Contract Costs HTML 38K
37: R18 Accounts Payable, Accrued and Other Liabilities HTML 42K
38: R19 Other Noncurrent Assets and Liabilities HTML 53K
39: R20 Debt HTML 81K
40: R21 Financial Instruments HTML 37K
41: R22 Operating Leases HTML 50K
42: R23 Income Taxes HTML 143K
43: R24 Commitments and Contingencies HTML 51K
44: R25 Employee Benefit Plans HTML 73K
45: R26 Related Party Transactions HTML 35K
46: R27 Divestitures HTML 35K
47: R28 Components of Other Comprehensive Earnings (Loss) HTML 57K
48: R29 Concentration of Risk HTML 33K
49: R30 Segment Information HTML 153K
50: R31 Summary of Significant Accounting Policies HTML 161K
(Policies)
51: R32 Summary of Significant Accounting Policies HTML 64K
(Tables)
52: R33 Acquisitions (Tables) HTML 59K
53: R34 Revenue (Tables) HTML 141K
54: R35 Property and Equipment (Tables) HTML 42K
55: R36 Goodwill (Tables) HTML 55K
56: R37 Intangible Assets (Tables) HTML 85K
57: R38 Software (Tables) HTML 59K
58: R39 Deferred Contract Costs (Tables) HTML 39K
59: R40 Accounts Payable, Accrued and Other Liabilities HTML 42K
(Tables)
60: R41 Other Noncurrent Assets and Liabilities (Tables) HTML 49K
61: R42 Debt (Tables) HTML 79K
62: R43 Operating Leases (Tables) HTML 51K
63: R44 Income Taxes (Tables) HTML 146K
64: R45 Commitments and Contingencies (Tables) HTML 38K
65: R46 Employee Benefit Plans (Tables) HTML 66K
66: R47 Components of Other Comprehensive Earnings (Loss) HTML 56K
(Tables)
67: R48 Segment Information (Tables) HTML 140K
68: R49 Basis of Presentation (Narrative) (Details) HTML 32K
69: R50 Summary of Significant Accounting Policies (Cash HTML 42K
and Cash Equivalents) (Details)
70: R51 Summary of Significant Accounting Policies HTML 84K
(Narrative) (Details)
71: R52 Summary of Significant Accounting Policies HTML 58K
(Schedule of Net Earnings Per Share) (Details)
72: R53 Acquisitions (Worldpay Narrative) (Details) HTML 56K
73: R54 Acquisitions (Purchase Price) (Details) HTML 51K
74: R55 Acquisitions (Purchase Price Allocation)) HTML 73K
(Details)
75: R56 Acquisitions (Unaudited Pro Forma Results of HTML 41K
Operations) (Details)
76: R57 Acquisitions (Virtus Acquisition Narrative) HTML 58K
(Details)
77: R58 Revenue (Disaggregation of Revenue) (Details) HTML 111K
78: R59 Revenue (Narratives) (Details) HTML 47K
79: R60 Property and Equipment (Schedule of Property and HTML 52K
Equipment) (Details)
80: R61 Property and Equipment (Narrative) (Details) HTML 38K
81: R62 Goodwill (Changes in Goodwill) (Details) HTML 55K
82: R63 Intangible Assets (Schedule of Finite-Lived HTML 45K
Intangible Assets) (Details)
83: R64 Intangible Assets (Narratives) (Details) HTML 33K
84: R65 Intangible Assets (Schedule of Estimated HTML 42K
Amortization of Intangibles for the Next Five
Years) (Details)
85: R66 Software (Details) HTML 43K
86: R67 Software (Narratives) (Details) HTML 38K
87: R68 Deferred Contract Costs (Details) HTML 39K
88: R69 Deferred Contract Costs (Narratives) (Details) HTML 32K
89: R70 Accounts Payable, Accrued and Other Liabilities HTML 47K
(Details)
90: R71 Other Noncurrent Assets and Liabilities - HTML 38K
Noncurrent Assets (Details)
91: R72 Other Noncurrent Assets and Liabilities - Other HTML 40K
Noncurrent Liabilities (Details)
92: R73 Other Noncurrent Assets and Liabilities - HTML 61K
Narratives (Details)
93: R74 Debt (Schedule of Outstanding Debt) (Details) HTML 76K
94: R75 Debt (Short Term Debt) (Details) HTML 46K
95: R76 Debt (Narrative) (Details) HTML 91K
96: R77 Debt (Schedule of Principal Maturities of HTML 54K
Long-term Debt) (Details)
97: R78 Financial Instruments (Narratives) (Details) HTML 57K
98: R79 Operating Leases - (Balance Sheet Classification) HTML 45K
(Details)
99: R80 Operating Leases - (Narratives) (Details) HTML 46K
100: R81 Operating Leases - (Maturities of Operating HTML 50K
Leases) (Details)
101: R82 Income Taxes (Schedule of Components of Income Tax HTML 68K
Expense (Benefit) and Pre-tax Income from
Continuing Operations) (Details)
102: R83 Income Taxes (Schedule of Components of Income Tax HTML 54K
Expense (Benefit)) (Allocation) (Details)
103: R84 Income Taxes (Schedule of Effective Income Tax HTML 77K
Rate Reconciliation) (Details)
104: R85 Income Taxes (Schedule of Deferred Income Tax HTML 59K
Assets and Liabilities) (Details)
105: R86 Income Taxes (Schedule of Deferred Income Tax HTML 37K
Assets and Liabilities) (Classification) (Details)
106: R87 Income Taxes (Narratives) (Details) HTML 59K
107: R88 Income Taxes (Schedule of Unrecognized Tax HTML 42K
Benefits Roll Forward) (Details)
108: R89 Commitments and Contingencies (Narratives) HTML 66K
(Details)
109: R90 Commitments and Contingencies (Commitments HTML 41K
Maturity Schedule) (Details)
110: R91 Commitments and Contingencies (Purchase HTML 40K
Commitments Narrative) (Details)
111: R92 Employee Benefit Plans (Narratives) (Details) HTML 121K
112: R93 Employee Benefit Plans (Schedule of Stock Option HTML 71K
Activity) (Details)
113: R94 Employee Benefit Plans (Schedule of Stock Option HTML 42K
Valuation Assumptions) (Details)
114: R95 Employee Benefit Plans (Schedule of Restricted HTML 55K
Stock Activity) (Details)
115: R96 Related Party Transactions (Narratives) (Details) HTML 52K
116: R97 Divestitures (Narrative) (Details) HTML 66K
117: R98 Components of Other Comprehensive Earnings (Loss) HTML 60K
(Details)
118: R99 Segment Information (Narrative) (Details) HTML 53K
119: R100 Segment Information (Schedule of Financial HTML 114K
Information for the Company's Segments) (Details)
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You (the “Grantee”) have been granted the following award of restricted stock units (the “Restricted Stock Units”) denominated in shares of Fidelity National Information Services, Inc. (the “Company”), par value $0.01 per share (the “Shares”), pursuant to the Fidelity
National Information Services, Inc. Amended and Restated 2008 Omnibus Incentive Plan, as amended and restated (the “Plan”):
Grantee:
«Name»
Number of Restricted Stock Units Granted:
«Shares»
Grant Date:
«Date»
Vesting Schedule:
100% of the Restricted Stock Units will vest on the 1st Anniversary of the Grant Date
See
the Restricted Stock Unit Award Agreement and Plan Prospectus for the specific provisions related to this Notice of Restricted Stock Unit Grant and important information concerning this award.
This document is intended as a summary of your individual restricted stock unit award. If there are any discrepancies between this summary and the provisions of the Restricted Stock Unit Award Agreement, Plan Document and Plan Prospectus, the provisions of those documents will prevail.
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Fidelity National Information Services, Inc.
Amended and Restated
2008 Omnibus Incentive Plan
Restricted Stock Unit Award Agreement
SECTION 1. GRANT OF RESTRICTED STOCK UNITS
(a)Restricted Stock Unit. On the terms and conditions set forth in the Notice of Restricted Stock Unit Grant and this Restricted Stock Unit Agreement (the “Agreement”), Fidelity National Information Services, Inc. (the “Company”) grants to the Grantee on the Grant Date
the Restricted Stock Units set forth in the Notice of Restricted Stock Unit Grant (the “Grant”), and the Grantee, by acceptance hereof agrees to the terms and conditions of the Agreement.
(b)Plan and Defined Terms. The Restricted Stock Units are granted pursuant to the Plan. All terms, provisions, and conditions applicable to the Restricted Stock Units set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Fidelity National Information Services, Inc. Amended and Restated 2008 Omnibus Incentive Plan, as amended and restated (the “Plan”), the provisions of the Plan will govern. All capitalized terms that are used in the Notice of Restricted Stock
Unit Grant or this Agreement and not otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.
SECTION 2. FORFEITURE AND TRANSFER RESTRICTIONS
(a)Forfeiture. The Restricted Stock Units shall be subject to forfeiture until the Restricted Stock Units vest in accordance with Exhibit A, except as otherwise stated. If the Grantee’s service as a director of the Company terminates for any reason then all unvested Restricted Stock Units shall be forfeited unless otherwise provided by the Compensation Committee of the Company, provided that; if the Grantee’s service
terminates due to death, then all such unvested Restricted Stock Units outstanding as of the date of termination shall vest as of the date of termination and become free of any forfeiture and transfer restrictions described in the Agreement.
(b)Transfer Restrictions. During the Period of Restriction, the Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent such Restricted Stock Units are subject to a Period of Restriction. Grantee is also subject to the Company’s hedging and pledging policy. For directors, the policy prohibits (i) directly or indirectly engaging in hedging or monetization transactions with the Restricted Stock Units and Company stock; (ii) engaging
in short sale transactions with the Restricted Stock Units and Company stock and; (iii) pledging the Restricted Stock Units and Company stock as collateral for a loan, including through the use of traditional margin accounts with a broker.
(c)Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Stock Units in accordance with the Notice of Restricted Stock Unit Grant. For avoidance of doubt, once Restricted Stock Units vest, the Period of Restriction lapses as to those units. Subject to the terms of the Plan and Sections 2(d) and 6(b) hereof, upon lapse of the Period of Restriction, the Grantee shall own the Shares that are subject to this Agreement free of all restrictions otherwise imposed by this Agreement.
(d)Change
in Control. If a Change in Control (as defined in the Plan) occurs, then the Period of Restriction shall immediately lapse and all outstanding Restricted Stock Units granted pursuant to this Agreement shall immediately vest; provided, however, that the Committee may instead provide that the outstanding Restricted Stock Units shall be automatically cashed out upon a Change in Control.
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(e)Holding Requirement Following Period of Restriction. If and when the Grantee is an
Officer (as defined in Rule 16a-1(f) of the Exchange Act or appointed by the Board of Directors of the Company) or is serving as a director of the Board of Directors of the Company, the Grantee may not sell, assign, pledge, exchange, hypothecate or otherwise transfer, encumber or dispose of fifty percent (50%) of any Shares paid to the Grantee as-of the Payment Date pursuant to Section 3 (net of any shares required to be sold, withheld or otherwise to satisfy tax withholding pursuant to Section 7(b)), until such time as the officer’s or director’s (as the case may be) total equity holdings satisfy the equity ownership guidelines adopted by the Compensation Committee of the Company’s Board of Directors (the “Committee”);
provided, however, that this Section 2(e) shall not prohibit the Grantee from exchanging or otherwise disposing of Shares in connection with a Change in Control or other transaction in which Shares held by other Company shareholders are required to be exchanged or otherwise disposed.
SECTION 3: PAYMENT OF RESTRICTED STOCK UNITS
As soon as practicable (and in no case more than 30 days) after a Restricted Stock Unit becomes vested (the “Payment Date”), the Company will pay the vested Restricted Stock Units by delivering to Grantee a number of Shares equal to the number of Restricted Stock Units that vested less any required tax withholding per Section 7(b).
SECTION
4: TRADING STOCK AND SHAREHOLDER RIGHTS
(a)Grantee is subject to the Company’s Insider Trading Policy and insider trading liability if Grantee is aware of material, nonpublic information when making a purchase or sale of Company stock. In addition, Grantee is subject to blackout restrictions that prevent the sale of Company stock during certain time periods referred to as the “blackout period.” The recurring “blackout period” begins at the end of each calendar quarter and ends two (2) trading days following the Company’s earnings release.
(b)Prior to the Payment Date, the
Grantee shall not have any rights as a shareholder of the Company in connection with these Restricted Stock Units and the Grantee’s interest in the Restricted Stock Units shall make the Grantee only a general, unsecured creditor of the Company, unless and until the Shares are distributed to the Grantee. Following delivery of Shares upon the Payment Date, the Grantee shall have all rights as a shareholder with respect to such Shares.
SECTION 5: DIVIDEND EQUIVALENTS
(a)Any dividend equivalents earned with respect to Restricted Stock Units
which remain subject to a Period of Restriction shall not be paid to the Grantee but shall be held by the Company.
(b)Such held dividend equivalents shall be subject to the same Period of Restriction as the Shares to which they relate.
(c)Any dividend equivalents held pursuant to this Section 5 which are attributable to Restricted Stock Units which vest pursuant to this Agreement shall be paid to the Grantee within 30 days of the applicable vesting date.
(d)Dividend equivalents attributable to Restricted Stock Units forfeited pursuant to Section 2 of this Agreement shall be forfeited to the Company
on the date such Shares are forfeited.
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SECTION 6: GRANTEE OBLIGATIONS
In consideration for the benefits provided herein, Grantee agrees to abide by the following terms:
(a)Confidential Information. Grantee has occupied a position of trust and confidence and has had access
to
substantial information about Company and its affiliates and Subsidiaries, and their operations, that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, strategic plan, and the financial positions and financing arrangements of Company and its affiliates and subsidiaries. Grantee agrees that all such information is proprietary or confidential, or constitutes trade secrets and is the sole property of Company and/or its affiliates and Subsidiaries, as the case may be. Grantee will keep confidential and, outside the scope of Grantee’s duties and responsibilities with Company and its affiliates and
Subsidiaries, will not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating to Company's or its affiliates' methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by Company or any of its affiliates, nor will Grantee advise, discuss with or in any way assist any other person, firm or entity in obtaining or learning about any of the items described in this section. Accordingly, at all times before and after the termination of Grantee’s service as a director, for any reason, Grantee will not disclose, or permit or encourage anyone else to disclose, any such information, nor will Grantee use any such information, either alone or with others, outside the scope of Grantee's duties and responsibilities with Company and its
affiliates. This provision shall not diminish in any respect, the director’s fiduciary duty to the Company.
(b)Non-solicitation.
During Grantee’s service as a director and for a period of one year after the termination of Grantee’s service as a director, for any reason, Grantee agrees not to, directly or indirectly, on behalf of Grantee or any third-party or business, hire or solicit for employment, partnership or engagement as an independent contractor any person who was an employee of Company or any affiliate or Subsidiary during the period of twelve (12) months prior to any such improper solicitation, hire or engagement.
(c) Grantee
expressly acknowledges and agrees with the reasonableness of the terms in this Section 6 and agrees not to contest these terms in a court of competent jurisdiction on such grounds. Grantee agrees that the Company's remedy at law for a breach of these covenants may be inadequate and that for a breach of these covenants the Company, in addition to other remedies provided for by law, may be entitled to an injunction, restraining order or other equitable relief prohibiting Grantee from committing or continuing to commit any such breach. If a court of competent jurisdiction determines that any of these restrictions are overbroad, Grantee and Company agree to modification of the affected restriction(s) to permit enforcement to the maximum extent allowed by law.
(d) No
provision of Section 6 shall apply to restrict Grantee’s conduct, or trigger any reimbursement obligations under this Agreement, in any jurisdiction where such provision is, on its face, unenforceable and/or void as against public policy, unless the provision may be construed, amended, reformed or equitably modified to be enforceable and compliant with public policy, in which case, the provision will apply as construed, amended, reformed or equitably modified.
(e) Grantee also recognizes and acknowledges that the value of the Grant he/she is receiving under this Grant Agreement represents a portion of Grantee’s value to the Company such that if Grantee breaches this restrictive covenant, the value of the Grant represents a reasonable measure of a portion of the monetary
damages for such breach. Thus, in the event of a breach by Grantee of any restriction contained in Section 6, such breach shall be considered a material breach of the terms of the Amended and Restated 2008 Omnibus Incentive Plan, and any other program, plan or arrangement by which Grantee receives equity in the Company. Therefore, besides prospective injunctive relief, if Grantee breaches any restrictive covenant contained in
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Section 6, the
Company shall also be entitled to revoke any portion of the Grant for which the restrictions have not lapsed and recover any shares (or the gross value of any shares) delivered or deliverable to Grantee pursuant to this Grant Agreement and, pursuant to Florida law, shall be entitled to recover its costs and attorney’s fees incurred in securing relief under this Section 6. Additionally, if the Company is investigating an alleged breach or threat of breach of any restrictive covenant in this Section 6 by the Grantee, the Company may restrict any shares hereunder from being sold or transferred until it has completed its investigation without any resulting liability to Grantee, and will remove such restriction placed on such shares only upon its determination in good faith that Grantee is not in
violation of such restrictive covenant(s) or has agreed otherwise in writing with Grantee.
SECTION 7. MISCELLANEOUS PROVISIONS
(a)Acknowledgements. The Grantee hereby acknowledges that he or she has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their respective terms and conditions. The Grantee acknowledges that there may be tax consequences upon the vesting of the Restricted Stock Units or the transfer of Shares paid to the Grantee under this Agreement and that the Grantee should consult an independent tax advisor.
(b)Tax Withholding. Pursuant to Article 20 of the Plan, the
Company shall have the power and right to deduct or withhold an amount sufficient to satisfy any federal, state and local taxes (including the Grantee’s FICA taxes) required by law to be withheld with respect to this Restricted Stock Units. The Company may condition the delivery of Shares upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal, state and local tax purposes, as applicable, including the Grantee’s FICA taxes) that could be imposed on the transaction, and, to the extent the
Company so permits, amounts in excess of the minimum statutory withholding to the extent it would not result in additional accounting expense. Such election shall be irrevocable, made in writing and signed by the Grantee, and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate.
(c)Ratification of Actions. By accepting this Agreement, the Grantee and each person claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantee’s acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement and Notice of Restricted Stock Grant by the Company,
the Board or the Committee.
(d)Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed
effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Chief Legal Officer of the Company at its principal executive office and to the Grantee at the address that he or she most recently provided in writing to the Company.
(e)Choice of Law. This
Agreement and the Notice of Restricted Stock Unit Grant shall be governed by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law or choice of law rule or principle that might otherwise cause the Plan, this Agreement or the Notice of Restricted Stock Grant to be governed by or construed in accordance with the substantive law of another jurisdiction.
(f)Arbitration. Subject to Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Notice of Restricted Stock Unit Grant shall be settled by binding arbitration before a
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single
arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Notice of Restricted Stock Unit Grant, provided that all substantive questions of law shall be determined in accordance with the state and Federal laws applicable in Florida, without regard to internal principles relating to conflict of laws.
(g)Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such written agreement.
(h)Severability. In
the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
(i)References to Plan. All references to the Plan (or to a Section or Article of the Plan) shall be deemed references to the Plan (or the Section or Article) as may be amended from time to time.
(j) Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Code Section 409A and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department
of the Treasury or the Internal Revenue Service and the Plan and the Agreement shall be interpreted accordingly.
SECTION 8: NATURE OF GRANT; NO ENTITLEMENT; NO CLAIM FOR COMPENSATION.
The Grantee, in accepting the grant of Restricted Stock Units, represents and acknowledges the following:
(a)The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.
(b)The
grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.
(c)All decisions with respect to future grants, if any, will be at the sole discretion of the Committee.
(d)Any Shares acquired under the Plan are extraordinary items that are outside the scope of the Grantee’s service as a director and are not part of the Grantee's normal or expected compensation for any purpose, including, but not limited to, calculating any end of service payments, long-service awards, pension or retirement or welfare benefits or similar payments.
(e)Any
Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation.
(f)The grant of the Restricted Stock Units will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the Restricted Stock Units will not be interpreted to form an employment contract with the Grantee’s employer or any affiliate or Subsidiary.
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(g)The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the Grantee vests in the Restricted Stock Units, the value of any acquired Shares may increase or decrease. The Grantee understands that the Companies are not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the underlying Shares.
(h)In consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or diminution in value of the Restricted Stock Units or any of the Shares
issuable under the Restricted Stock Units from termination of the Grantee’s service as a director, and the Grantee irrevocably releases the Company and its affiliates and Subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such claim.
SECTION 9: DATA PRIVACY.
(a)The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of the Grantee's personal data as described in this Agreement by and among, as applicable, the Company, Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.
(b)The Grantee understands that the Company and its Subsidiaries and affiliates, as applicable, hold certain personal information about the Grantee including, but not limited to, the Grantee's name, home address, telephone number and e-mail address,
date of birth, social insurance number or other identification number, salary, nationality, any shares of stock or directorships held in the Company and its affiliates, details of all options, restricted stock awards or units, performance units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee's favor, for the purpose of implementing, administering and managing the Plan (the “Data”).
(c)The Grantee understands that the Data may be transferred to the Company, any Subsidiary, an affiliate and any third parties assisting in the implementation, administration and management of the Plan, including without limitation a stock
plan administrator for on-line administration of the Plan, that these recipients may be located in the Grantee's country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee's country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee's local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is necessary to implement, administer and manage the Grantee's participation in the Plan. The Grantee understands that Grantee may, at any time,
view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee's local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee's consent may affect the Grantee's ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Company’s Corporate Secretary.
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EXHIBIT
A
Vesting and Restrictions
This grant is subject to a Time-Based Restriction, as described below (the “Period of Restriction”).
Time-Based Restrictions
In order for any Restricted Stock Units to vest, the grantee must continuously serve as a director or the Company from the Grant Date through each corresponding Grant Date anniversary, as indicated in the chart below.
Anniversary
Date
% of Restricted Stock Units Granted
1st Grant Date anniversary
One-Hundred Percent (100%)
The percentage of the Number of Restricted Stock Units Granted indicated next to each Anniversary Date shall vest on such indicated anniversary date (such one-year vesting schedule referred to as the “Time-Based Restrictions”).
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Dates Referenced Herein and Documents Incorporated by Reference
