Wipro Limited Ads Restricted Stock Unit Plan, 2004


Exhibit 10.1



     1. Purposes of the Plan. The purposes of this Plan are:

  •   to attract and retain the best available personnel for positions ofsubstantial responsibility,
  •   to provide additional incentive to Employees, and
  •   to promote the success of the Company’s business.

          The Plan permits the grant of Restricted Stock Units.

     2. Definitions. As used herein, the following definitions will apply:

          (a) “Administrator” means the Board or any of its Committees as will be administeringthe Plan, in accordance with Section 4 of the Plan.

          (b) “ADR” will mean an American Depositary Receipt evidencing American DepositaryShare(s) corresponding to Share(s).

          (c) “ADS” will mean an American Depositary Share corresponding to Share(s).

          (d) “Applicable Laws” means the requirements relating to the administration ofequity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal andstate securities laws, the Code, the tax, securities or corporate laws of India and guidelines forthe Plan scheme for Indian software companies linked to ADR/GDR offerings issued by the Ministry ofFinance, Government of India and exchange control laws of India, any stock exchange or quotationsystem on which ADSs are listed or quoted and the applicable laws of any foreign country orjurisdiction where Awards are, or will be, granted under the Plan.

          (e) “Award” means, individually or collectively, a grant under the Plan of RestrictedStock Units.

          (f) “Award Agreement” means the written or electronic agreement setting forth theterms and provisions applicable to each Award granted under the Plan. The Award Agreement issubject to the terms and conditions of the Plan.

          (g) “Awarded Stock” means the Shares subject to an Award.

          (h) “Board” means the Board of Directors of the Company.



          (i) “Change in Control” means the occurrence of any of the following events:

               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly orindirectly, of securities of the Company representing fifty percent (50%) or more of the totalvoting power represented by the Company’s then outstanding voting; or

               (ii) The consummation of the sale or disposition by the Company of all or substantially all ofthe Company’s assets;

               (iii) A change in the composition of the Board occurring within a two-year period, as a resultof which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”means directors who either (A) are Directors as of the effective date of the Plan, or (B) areelected, or nominated for election, to the Board with the affirmative votes of at least a majorityof the Directors at the time of such election or nomination (but will not include an individualwhose election or nomination is in connection with an actual or threatened proxy contest relatingto the election of directors to the Company); or

               (iv) The consummation of a merger or consolidation of the Company with any other corporation,other than a merger or consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving entity or its parent outstanding immediately after such merger or consolidation.

          (j) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to asection of the Code herein will be a reference to any successor or amended section of the Code.

          (k) “Committee” means a committee of Directors or other individuals satisfyingApplicable Laws appointed by the Board in accordance with Section 4 of the Plan.

          (l) “Company” means Wipro Limited, a company incorporated under the laws of India, orany successor thereto.

          (m) “Director” means a member of the Board.

          (n) “Disability” means total and permanent disability as defined in Section 22(e)(3)of the Code.

          (o) “Employee” means any person, including Officers and Directors, other than PromoterDirectors employed by the Company or any Parent or Subsidiary of the Company. Neither service as aDirector nor payment of a director’s fee by the Company will be sufficient to constitute“employment” by the Company.

          (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          (q) “Fair Market Value” means, as of any date and unless the Administrator determinesotherwise, the value of an ADS determined as follows:

               (i) If ADSs are listed on any established stock exchange or a national market system,including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The NasdaqStock Market, their Fair Market Value will be the closing sales price for such stock (or theclosing bid, if no sales were reported) as quoted on such exchange or system for the day ofdetermination, as reported in The Wall Street Journal or such other source as the Administratordeems reliable;

               (ii) If ADSs are regularly quoted by a recognized securities dealer but selling prices are notreported, their Fair Market Value will be the mean between the high bid and low asked prices forADSs for the day of determination, as reported in The Wall Street Journal or such other source asthe Administrator deems reliable; or

               (iii) In the absence of an established market for ADSs, the Fair Market Value will bedetermined in good faith by the Administrator.

               (iv) Notwithstanding the preceding, for federal, state, and local income tax reportingpurposes and for such other purposes as the Administrator deems appropriate, the Fair Market Valuewill be determined by the Administrator in accordance with uniform and nondiscriminatory standardsadopted by it from time to time.

               (r) “Officer” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.

               (s) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.

               (t) “Participant” means the holder of an outstanding Award granted under the Plan.

               (u) “Restricted Stock Unit (‘RSU’)” means an Award granted pursuant to Section 6 ofthe Plan.

               (v) “Plan” means this 2004 Restricted Stock Unit Plan.

               (w) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect when discretion is being exercised with respect to the Plan.

               (x) “SEBI” means Securities and Exchange Board of India

               (y) “Section 16(b) “ means Section 16(b) of the Exchange Act.

               (z) “Share” means an Equity Share of the Company, as adjusted in accordance withSection 9 of the Plan.



               (aa) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,as defined in Section 424(f) of the Code.

     3. Stock Subject to the Plan.

          (a) Stock Subject to the Plan. Subject to the provisions of Section 9 of the Plan,the maximum aggregate number of ADSs that may be issued under the Plan is 2,000,000 ADSs. The ADSsmay be authorized, but unissued, or reacquired.

          (b) Lapsed Awards. If an unvested Award is forfeited back to or repurchased by theCompany, the forfeited or repurchased ADSs, which were subject thereto will become available forfuture grant or sale under the Plan (unless the Plan has terminated). To the extent an Award underthe Plan is paid out in cash rather than ADSs, such cash payment will not result in reducing thenumber of ADSs available for issuance under the Plan.

     4. Administration of the Plan.

          (a) Procedure.

               (i) Multiple Administrative Bodies. Different Committees with respect to differentgroups of Employees may administer the Plan.

               (ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exemptunder Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy therequirements for exemption under Rule 16b-3.

               (iii) Other Administration. Other than as provided above, the Plan will beadministered by (A) the Board or (B) a Committee, which committee will be constituted to satisfyApplicable Laws.

               (iv) Delegation of Authority for Day-to-Day Administration. To the extent permittedby Applicable Law, the Administrator may delegate to one or more individuals the day-to-dayadministration of the Plan and any of the functions assigned to it in this Plan. Such delegationmay be revoked at any time.

          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator will have the authority, in its discretion:

               (i) to determine the Fair Market Value;

               (ii) to select the Employees to whom Awards may be granted hereunder;

               (iii) to determine the number of ADSs to be covered by each Award granted hereunder; providedthat the maximum quantum of ADSs covered by Awards granted per Employee shall not exceed 1% of thetotal paid up equity capital during the tenure of the Plan (as reasonably determined by theAdministrator). Further allotment of Shares to an employee during



any one year exceeding 1% of the issued capital at the time of allotment of Shares shall besubject to a separate resolution;

               (iv) to approve forms of Award Agreements for use under the Plan;

               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of anyAward granted hereunder including the price per RSU to be paid by the Employee provided that suchprice shall not be less than the face value of the Share;

               (vi) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

               (vii) to prescribe, amend and rescind rules and regulations relating to the Plan, includingrules and regulations relating to sub-plans established for the purpose of satisfying applicableforeign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws;

               (viii) to modify or amend each Award (subject to Section 12(c) of the Plan);

               (ix) to allow Participants to satisfy withholding tax obligations by electing to have theCompany withhold from the ADSs or cash to be issued upon exercise or vesting of an Award thatnumber of ADSs or cash having a Fair Market Value equal to the minimum amount required to bewithheld. The Fair Market Value of any ADSs to be withheld will be determined on the date that theamount of tax to be withheld is to be determined. All elections by a Participant to have ADSs orcash (with or without a sale of shares) withheld for this purpose will be made in such form andunder such conditions as the Administrator may deem necessary or advisable;

               (x) to authorize any person to execute on behalf of the Company any instrument required toeffect the grant of an Award previously granted by the Administrator;

               (xi) to allow a Participant to defer the receipt of the payment of cash or the delivery ofADSs that would otherwise be due to such Participant under an Award;

               (xii) to impose such restrictions, conditions or limitations as it determines appropriate asto the timing and manner of any resales by a Participant or other subsequent transfers by theParticipant of any ADSs issued as a result of or under an Award, including without limitation, (A)restrictions under an insider trading policy, and (B) restrictions as to the use of a specifiedbrokerage firm for such resales or other transfers; and

               (xiii) to make all other determinations deemed necessary or advisable for administering thePlan including, determination of the number of other RSUs/ Stock options to be granted insubstitution of these ADS RSUS, subject to all applicable laws.

          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinationsand interpretations will be final and binding on all Participants and any other holders of Awards.

     5. Eligibility. Awards may be granted to Employees.



     6. Restricted Stock Units.

          (a) Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan,Restricted Stock Units may be granted to Employees at any time and from time to time, as will bedetermined by the Administrator, in its sole discretion. The Administrator will have completediscretion in determining the number of Restricted Stock Units granted to each Participant.

          (b) Value of Restricted Stock Units. Each Restricted Stock Unit will have an initialvalue denominated in ADSs or cash that is established by the Administrator on or before the date ofgrant.

          (c) Vesting Criteria and Other Terms. The Administrator will establish the vestingcriteria in its discretion, which, depending on the extent to which they are met, will determinethe number of ADSs or cash that will be paid out to Participants. The time period during which thevesting criteria must be met will be called the “Performance Period.” Subject to the guidelinesissued by SEBI from time to time, Performance Periods, as determined by the administrator from timeto time, generally shall be not less than 12 months and not more than 84 months. Each Award will beevidenced by an Award Agreement that will specify the Performance Period, and such other terms andconditions as the Administrator, in its sole discretion, will determine. The Administrator may setvesting criteria based upon continued service to the Company (or any Parent of Subsidiary of theCompany), the achievement of Company-wide, divisional, or individual goals, or any other basisdetermined by the Administrator in its discretion.

          (d) Earning of Restricted Stock Units. After the applicable Performance Period hasended and the applicable requirements set forth in the Award Agreement have been satisfied, theholder of Restricted Stock Units will be entitled to receive a payout of the number of ADSs earnedby the Participant over the Performance Period, to be determined as a function of the extent towhich the corresponding vesting criteria have been achieved. After the grant of a Restricted StockUnit, the Administrator, in its sole discretion, may reduce or waive any vesting criteria for suchRestricted Stock Unit.

          (e) Form and Timing of Payment of Restricted Stock Units. Payment of ADSs withrespect to earned Restricted Stock Units will be made at such time as the Administrator maydetermine, which shall be as soon as administratively practicable after the expiration of theapplicable Performance Period and after the applicable requirements set forth in the AwardAgreement have been satisfied. The Administrator, in its sole discretion, may pay earnedRestricted Stock Units in the form of cash, in ADSs (which have an aggregate Fair Market Valueequal to the value of the earned Restricted Stock Units at the close of the applicable PerformancePeriod) or in a combination thereof.

          (f) Cancellation of Restricted Stock Units. On the date set forth in the AwardAgreement, all unearned or unvested Restricted Stock Units will be forfeited to the Company, andagain will be available for grant under the Plan.

          (g) Deferral. The Administrator, in its sole discretion, may permit an Award to bepaid out in installments or on a deferred basis, in accordance with rules and proceduresestablished by the Administrator.



          (h) Separation. Unless otherwise determined by the Administrator, the following shalloccur in connection with a Participant ceasing to be an Employee:

               (i) In the event a Participants ceases to be an Employee due to the Participant’s Disability,all unvested RSUs held by such Participant will immediately vest in full and the Performance Periodshall stand reduced to six months from the date of separation.

               (ii) In the event of a Participant’s death while in employment with the Company, all unvestedRSUs held by such Participant shall immediately vest in full and the Performance Period shall standreduced to six months from the date of separation.

               (iii) In the event a Participant ceases to be an Employee for reasons of normal retirement oran early retirement specifically approved by the Company, all unvested RSUs held by suchParticipant shall immediately vest in full and the Performance Period shall stand reduced to sixmonths from the date of separation..

               (iv) In the event a Participant ceases to be an Employee for reasons of misconduct or breachof policies of the company, all RSUs held by such Participant which are not vested on the date ofParticipant’s termination shall lapse and shall return to the Plan and the Performance Period forthe vested RSUs shall stand reduced to 7 days from the effective date of separation..

               (v) In the event a Participant ceases to be an Employee due to resignation, all RSUs which arenot vested on the date of separation shall lapse and shall return to the Plan and the PerformancePeriod for the vested RSUs shall stand reduced to 7 days from the effective date of separation.

               (vi) In the event a Participant ceases to be an Employee due to Participant’s abandonment ofservice without the Company’s consent, all RSUs which are not vested on the date of abandonmentshall lapse and shall return to the Plan and the Performance Period for the vested RSUs shall standreduced to 7 days from the effective date of abandonment.. The date of abandonment of an Employeeshall be decided by the Company at its sole discretion which decision shall be binding on allconcerned.

               (vii) In the event a Participant ceases to be an Employee due to termination of Employee’semployment with or without cause and other than termination of employment for reasons of misconductas per Section 6(h)(iv) above, all RSUs which are not vested shall lapse and return to the Planand the Participant shall comply with fulfillment of all the conditions for vested RSUs within 7days of the date of termination of service.

     7. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awardsgranted hereunder will be suspended during any unpaid leave of absence and will resume on the datethe Participant returns to work on a regular schedule as determined by the Company; provided,however, that no vesting credit will be awarded for the time vesting has been suspended during suchleave of absence. An Employee will not cease to be an Employee in the case of (i) any leave ofabsence approved by the Company or (ii) transfers between locations of the Company or between theCompany, its Parent, or any Subsidiary.



     8. Non-Transferability of Awards. Unless determined otherwise by the Administrator,an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in anymanner other than by will or by the laws of descent or distribution and may be exercised, duringthe lifetime of the Participant, only by the Participant. If the Administrator makes an Awardtransferable, such Award will contain such additional terms and conditions as the Administratordeems appropriate.

     9. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

          (a) Adjustments. In the event that any dividend or other distribution (whether in theform of cash, Shares, other securities, or other property), recapitalization, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, orexchange of Shares or other securities of the Company, or other change in the corporate structureof the Company affecting the Shares occurs, the Administrator, in order to prevent diminution orenlargement of the benefits or potential benefits intended to be made available under the Plan, may(in its sole discretion) adjust the number and class of ADSs that may be delivered under the Planand/or the number, class, and price of ADSs covered by each outstanding Award.

          (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Administrator will notify each Participant as soon as practicableprior to the effective date of such proposed transaction. The Administrator may provide that anyCompany repurchase option or forfeiture rights applicable to any Award will lapse 100%, and thatany Award vesting will accelerate 100%, provided the proposed dissolution or liquidation takesplace at the time and in the manner contemplated. To the extent it has not vested, an Award willterminate immediately prior to the consummation of such proposed action.

          (c) Merger or Change in Control. In the event of a merger, demerger or Change inControl, each outstanding Award will be assumed or an equivalent Award substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation. In the event that thesuccessor corporation refuses to assume or substitute for the Award, the Participant, to the extentan Employee immediately prior to the merger, demerger or Change in Control, will fully vest in theAward on the date of the merger, demerger or Change in Control, including as to ADSs (or, ifapplicable, the cash equivalent thereof) which would not otherwise be vested. For the purposes ofthis paragraph, an Award will be considered assumed if, following the merger or Change in Control,the award confers the right to purchase or receive, for each ADS (or, if applicable, the cashequivalent thereof) subject to the Award immediately prior to the merger, demerger or Change inControl, the consideration (whether stock, cash, or other securities or property) received in themerger or Change in Control by holders of Shares held on the effective date of the transaction (andif holders were offered a choice of consideration, the type of consideration chosen by the holdersof a majority of the outstanding Shares); provided, however, that if such consideration received inthe merger, demerger or Change in Control is not solely common stock of the successor corporationor its Parent, the Administrator may, with the consent of the successor corporation, provide forthe consideration to be received, for each Share and each unit/right to acquire a Share, to besolely common stock of the successor corporation or its Parent equal in fair market value to theper share consideration received by holders of Common Stock in the merger, demerger or Change inControl. Notwithstanding anything herein to the contrary, an Award that vests, is earned orpaid-out upon the satisfaction of one or more performance goals will not be considered assumed ifthe Company or its



successor modifies any of such performance goals without the Participant’s consent; provided,however, a modification to such performance goals only to reflect the successor corporation’spost-merger or post-Change in Control corporate structure will not be deemed to invalidate anotherwise valid Award assumption.

     10. Date of Grant. The date of grant of an Award will be, for all purposes, the dateon which the Administrator makes the determination granting such Award, or such other later date asis determined by the Administrator. Notice of the determination will be provided to eachParticipant within a reasonable time after the date of such grant.

     11. Term of Plan. Subject to Section 15 of the Plan, the Plan will become effectiveon 11 June, 2004 (being the Date of Annual General meeting). It will continue in effect untilterminated under Section 12 of the Plan.

     12. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter, suspend orterminate the Plan. No Awards may be granted from the Plan after the first ten years of the Plan,unless the Plan is extended for further periods by the Administrator.

          (b) Stockholder Approval. The Company will obtain stockholder approval of any Planamendment to the extent necessary and desirable to comply with Applicable Laws.

          (c) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan will impair the rights of any Participant, unless mutually agreed otherwisebetween the Participant and the Administrator, which agreement must be in writing and signed by theParticipant and the Company. Termination of the Plan will not affect the Administrator’s abilityto exercise the powers granted to it hereunder with respect to Awards granted under the Plan priorto the date of such termination.

     13. Conditions Upon Issuance of ADSs.

          (a) Legal Compliance. ADSs will not be issued pursuant to an Award unless theexercise of such Award and the issuance and delivery of such ADSs (or, if applicable, the cashequivalent thereof) thereunder will comply with Applicable Laws and will be further subject to theapproval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise or receipt of anAward, the Company may require the person exercising or receiving such Award to represent andwarrant at the time of any such exercise or receipt that the ADSs are being purchased only forinvestment and without any present intention to sell or distribute such ADSs if, in the opinion ofcounsel for the Company, such a representation is required.

          (c) Rights of an Optionee. Unless and until the RSUs have been exercised and the ADSstransferred/allotted to the name of the Employee or holder in accordance with the provisions of theCompanies Act, 1956, the Employee or holder or his/her nominee shall not have any rights whatsoeveras a shareholder including rights for receipt of dividend and/or for voting with respect to RSUsgranted.



     14. Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any ADSs hereunder (or, if applicable, the cashequivalent thereof), will relieve the Company of any liability in respect of the failure to issueor sell such ADSs (or, if applicable, the cash equivalent thereof) as to which such requisiteauthority will not have been obtained.

     15. Stockholder Approval. The Plan will be subject to approval by the stockholders ofthe Company. Such stockholder approval will be obtained in the manner and to the degree requiredunder Applicable Laws.



Rs. 100/- Stamp Paper




     Unless otherwise defined herein, the terms defined in the ADS Restricted Stock Unit Plan, 2004(the “Plan”) will have the same defined meanings in this Notice of Grant.

  EMPL No :                                         

     You have been granted the right to purchase ADSs of the Company, subject to the termsdescribed in the Restricted Stock Unit Agreement (the “Agreement”) attached as Exhibit A-1,as follows:

     Grant Number
  : RSU / WT / Oct 04 / 0002
     Number of Shares subject to ADS Restricted Stock Units
     Exercise Price per ADS RSU
  : USD equivalent of INR 2/-
     Grant Date
  : October 1, 2004

Scheduled Vesting Dates

(subject to Participant remaining an Employee through the applicable Vesting Date) :

  Vesting Date     Number of Units  
October 1, 2005
October 1, 2006
October 1, 2007
October 1, 2008
October 1, 2009

(The above schedule will not include any period of service for which employee was not paidsalary / wages)




Print Name
Date:                     , 2004
    Date:                     , 2004







     Unless otherwise defined herein, the terms defined in the ADS Restricted Stock Unit Plan,2004 (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement.

     WHEREAS, the individual named in the Notice of Grant of Restricted Stock Unit (the “Notice ofGrant”) is an Employee (the “Participant”), and the Participant’s continued participation in theaffairs of the Company is considered by the Company to be important for the Company’s continuedgrowth; and

     WHEREAS in order to give the Participant an opportunity to acquire an equity interest in theCompany as an incentive for the Participant to continue to participate in the affairs of theCompany, the Administrator has granted to the Participant an Award of Restricted Stock Unitssubject to the terms and conditions of the Plan and the Notice of Grant, which are incorporatedherein by reference, and pursuant to this Restricted Stock Unit Agreement (the “Agreement”).

     NOW THEREFORE, the parties agree as follows:

     1. Grant of Restricted Stock Units. The Company hereby grants the Participant RSUswhich give the Participant the right to purchase that number of Shares set forth in the Notice ofGrant, at the per Share purchase price set forth in the Notice of Grant. Unless and until the RSUswill have vested and the Shares have been purchased in the manner set forth in Sections 2 and 3,the Participant will have no right to the RSUs or the payment of any Shares subject to such RSUs.Prior to actual payment of any Shares, such RSUs will represent an unsecured obligation of theCompany, payable (if at all) only from the general assets of the Company.

     2. Vesting of Shares. Subject to Section 6(h) of the Plan, the Participant will vestin the RSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided,that in the event Participant ceases to be an Employee, Participant’s right to vest in the RSUs andto purchase the Shares thereunder will terminate effective as of the date that Participant ceasesto be an Employee and the RSUs and the Shares underlying the RSUs will automatically return to thePlan at no cost to the Company and the Participant will have no further rights to the RSUs or theunderlying Shares. For purposes of the vesting schedule set forth in the Notice of Grant, “NextTrading Day” shall mean the first business day that the Shares scheduled to vest can be sold on anestablished stock exchange or a national market system by the Participant in compliance with the“Wipro’s Internal Code For Prevention Of Insider Trading” policy. For example, if 25% of theShares are scheduled to vest on the later of (a) February 1, 2005 or (b) the Next Trading Day, andthe Company’s insider trading policy prohibits the sale of Shares by the Participant from January15, 2005 through February 15, 2005, then the Shares will not vest until February 16, 2005.

     3. Payment of Purchase Price. Unless the Participant has previously made otherarrangements acceptable to the Company, the Participant hereby agrees to irrevocably instruct abroker of the Company’s choosing to, on the first business day on or after the date the RSU vests,(a) sell enough Shares subject to the portion of the RSUs that so vest on an applicable vestingdate to satisfy the purchase price for such Shares together with any applicable tax withholdingsand any other statutory levies (as determined by the Company),



and (b) forward the proceeds of such sale to the Company. The sale proceeds realized by theParticipant pursuant to the broker sale shall be final and binding on the Participant. The sale ofShares contemplated by this Section 3 is intended to be automatic and any failure of theParticipant to effectuate the sale of Shares on the applicable vesting date shall result in theimmediate forfeiture of the Shares and the RSU, unless provided otherwise by the Administrator.

     4. Vesting of RSUs. Subject to the next sentence and Section 6(h) of the Plan,Participant will vest in the RSUs as set forth in the Notice of Grant. Subject to Section 6(h) ofthe Plan, in the event Participant ceases to be an Employee, Participant’s right to vest in theRSUs and purchase the underlying Shares, if any, will terminate effective as of the date thatParticipant ceases to be an Employee, the unvested Shares will automatically return to the Plan atno cost to the Company and the Participant will have no further rights to the Shares or the RSUs.

     5. Withholding of Taxes/Other Levies. Notwithstanding any contrary provision of thisAgreement, no certificate representing the Shares will be issued to the Participant, unless anduntil satisfactory arrangements (as determined by the Administrator) will have been made by theParticipant with respect to the payment of income and employment taxes and other applicable levieswhich the Company determines must be withheld with respect to the Shares underlying the RSUs.Notwithstanding Section 3, the Administrator, in its sole discretion and pursuant to suchprocedures as it may specify from time to time, may permit the Participant to satisfy such taxwithholding obligation, in whole or in part by (a) electing to have the Company withhold otherwisedeliverable Shares having a Fair Market Value equal to the minimum amount required to be withhold,or (b) delivering to the Company already vested and owned Shares having a Fair Market Value equalto the minimum amount required to be withheld.

     6. Adjustments. In the event that any dividend or other distribution (whether in theform of cash, Shares, other securities or other property), recapitalization, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase orexchange of Shares or other securities of the Company or other similar corporate transaction orevent affecting the Shares would be reasonably likely to result in the diminution or enlargement ofany of the benefits or potential benefits intended to be made available under the Award (including,without limitation, the benefits or potential benefits of provisions relating to the vesting of theRestricted Stock Units), the Administrator may, in such manner as it shall deem equitable orappropriate in order to prevent such diminution or enlargement of any such benefits or potentialbenefits, make adjustments to the Award, including adjustments in the number and type of SharesParticipant would have received upon vesting of the Restricted Stock Units and the purchase priceof such Shares; provided, however, that the number of Shares into which the Restricted Stock Unitsmay be converted shall always be a whole number and the purchase price shall not be less than theface value of the Shares.

     7. General Provisions.

          (a) This Agreement will be governed by the internal substantive laws and all Applicable Laws.This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, representsthe entire agreement between the parties with respect to the purchase of the Shares by theParticipant. Subject to Section 12 of the Plan, in the event of a conflict between the terms andconditions of the Plan and the terms and conditions of this Agreement, the terms and conditions ofthe Plan will prevail. Unless otherwise defined herein, the terms defined in the Plan will havethe same defined meanings in this Agreement.

          (b) Any notice, demand or request required or permitted to be given by either the Company orthe Participant pursuant to the terms of this Agreement will be in writing and will be deemed givenwhen delivered personally or deposited in the mail, first class (if available) with postageprepaid, and addressed to the parties at the addresses of the parties set forth at the end of thisAgreement or such other address as a party may request by notifying the other in writing.



          (c) Either party’s failure to enforce any provision of this Agreement will not in any way beconstrued as a waiver of any such provision, nor prevent that party from thereafter enforcing anyother provision of this Agreement. The rights granted both parties hereunder are cumulative andwill not constitute a waiver of either party’s right to assert any other legal remedy available toit.

          (d) The Participant agrees upon request to execute any further documents or instrumentsnecessary or desirable to carry out the purposes or intent of this Agreement.

          (e) Participant acknowledges and agrees that the vesting of the right to purchase the Sharespursuant to Section 2 hereof is earned only by continuing as an Employee at the will of the Companyor any Subsidiary of the Company (and not through the act of being hired or purchasing Shareshereunder). Participant further acknowledges and agrees that this Agreement, the transactionscontemplated hereunder and the vesting schedule set forth herein do not constitute an express orimplied promise of continued engagement as an Employee for the vesting period, for any period, orat all, and will not interfere with the Participant’s right or the Company’s right to terminate theParticipant’s relationship as an Employee at any time, with or without cause.

          (f) Neither the Participant nor any person claiming under or through the Participant will haveany of the rights or privileges of a stockholder of the Company in respect of any Sharesdeliverable hereunder unless and until certificates representing such Shares will have been issued,recorded on the records of the Company or its transfer agents or registrars, and delivered to theParticipant.

          (g) Except to the limited extent provided in the Plan, this grant and the rights andprivileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way(whether by operation of law or otherwise) and will not be subject to sale under execution,attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate orotherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attemptedsale under any execution, attachment or similar process, this grant and the rights and privilegesconferred hereby immediately will become null and void.

          (h) Subject to the limitation on the transferability of this Award contained herein, thisAgreement will be binding upon and inure to the benefit of the heirs, legatees, legalrepresentatives, successors and assigns of the parties hereto.

          (i) If at any time the Company will determine, in its discretion, that the listing,registration or qualification of the Shares upon any securities exchange or under any state orfederal law, or the consent or approval of any governmental regulatory authority is necessary ordesirable as a condition to the issuance of Shares to the Participant (or his estate), suchissuance will not occur unless and until such listing, registration, qualification, consent orapproval will have been effected or obtained free of any conditions not acceptable to the Company.The Company will make all reasonable efforts to meet the requirements of any such state or federallaw or securities exchange and to obtain any such consent or approval of any such governmentalauthority.

          (j) The Administrator will have the power to interpret the Plan and this Agreement and toadopt such rules for the administration, interpretation and application of the Plan as areconsistent therewith and to interpret or revoke any such rules (including, but not limited to, thedetermination of whether or not any RSUs have vested). All actions taken and all interpretationsand determinations made by the Administrator in good faith will be final and binding uponParticipant, the Company and all other interested persons. No member of the Administrator will bepersonally liable for any action, determination or interpretation made in good faith with respectto the Plan or this Agreement.



          (k) In the event that any provision in this Agreement will be held invalid or unenforceable,such provision will be severable from, and such invalidity or unenforceability will not beconstrued to have any effect on, the remaining provisions of this Agreement.

     8. No Right to Future Grants; No Right of Employment; Extraordinary Item. Inaccepting the grant, Participant acknowledges that: (a) the Plan is established voluntarily by theCompany, it is discretionary in nature and it may be modified, suspended or terminated by theCompany at any time, as provided in the Plan and this Agreement; (b) the grant is voluntary andoccasional and does not create any contractual or other right to receive future grants, or benefitsin lieu thereof; (c) all decisions with respect to future grants, if any, will be at the solediscretion of the Company; (d) Participant’s participation in the Plan is voluntary; (e) the grantis an extraordinary item that does not constitute compensation of any kind for services of any kindrendered to the Company and which is outside the scope of Participant’s employment contract, ifany; (f) the Shares subject to the Award are not part of normal or expected compensation or salaryfor any purposes, including, but not limited to, calculating any severance, resignation,termination, redundancy, end of service payments, bonuses, long-service awards, pension orretirement benefits or similar payments; (g) in the event that Participant is an Employee of aSubsidiary of the Company, the grant will not be interpreted to form an employment contract orrelationship with the Company; and furthermore, the grant will not be interpreted to form anemployment contract with the Subsidiary that is Participant’s employer; (h) the future value of theunderlying Shares is unknown and cannot be predicted with certainty; and (i) notwithstanding anyterms or conditions of the Plan to the contrary other than Section 6(h), in the event ofinvoluntary termination of Participant’s employment, Participant’s right to vest in and purchaseShares under the Plan, if any, will terminate effective as of the date that Participant is nolonger actively employed and will not be extended by any notice period mandated under local law(e.g., active employment would not include a period of “garden leave” or similar period pursuant tolocal law).

9. Employee Data Privacy.

          (a) Participant hereby explicitly and unambiguously consents to the collection, use andtransfer, in electronic or other form, of your personal data as described in this document by theCompany for the exclusive purpose of implementing, administering and managing Participant’sparticipation in the Plan.

          (b) Participant understands that the Company holds certain personal information, including,but not limited to, name, home address and telephone number, date of birth, social insurance numberor other identification number, salary, nationality, job title, any Shares or directorships held inthe Company, details of all entitlement to Shares awarded, canceled, exercised, vested, unvested oroutstanding in Participant’s favor, for the purpose of implementing, administering and managing thePlan (“Data”).

          (c) Participant understands that Data may be transferred to any third parties assisting in theimplementation, administration and management of the Plan, that these recipients may be located inParticipant’s country or elsewhere, and that the recipient’s country may have different dataprivacy laws and protections than Participant’s country. Participant understands that he or shemay request a list with the names and addresses of any potential recipients of the Data bycontacting Participant’s local human resources representative.

          (d) Participant authorizes the recipients to receive, possess, use, retain and transfer theData, in electronic or other form, for the purposes of implementing, administering and managingParticipant’s participation in the Plan, including any requisite transfer of such Data as may berequired to a broker or other third party. Participant understands that Data will be held only aslong as is necessary to implement, administer and manage Participant’s participation in the Plan.Participant understands that Participant may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, bycontacting in writing Participant’s local human resources representative. Participantunderstands, however, that refusing or withdrawing consent may affect Participant’s ability toparticipate in the Plan. For more information on the consequences of the refusal to consent orwithdrawal of consent, Participant understands that he or she may contact Participant’s local humanresources representative.