Common use of Nature of RSUs Clause in Contracts

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan is voluntary; (d) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (e) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (f) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (h) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan is voluntary; (d) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (e) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (f) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (h) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that: (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, to the extent permitted by the Plan; (b) the award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, RSUs or benefits in lieu of RSUs or other equity awardsRSUs, even if RSUs have been awarded repeatedly in the past; (bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (cd) Participant’s participation in the Plan is voluntary; (de) the award of RSUs and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation; (f) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (eg) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fh) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award RSUs or from any diminution in value of the Award RSUs or the Shares upon vesting of the Award RSUs resulting from termination of the Participant’s continuous service by with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the AwardRSUs, the Participant irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have irrevocably waived the Participant’s entitlement to pursue or seek remedy for any such claim; (gi) neither the Company is not providing any tax, legal or financial adviceCompany, nor is any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Company making Participant's local currency and the United States Dollar that may affect the value of the RSUs or of any recommendations regarding Participant’s participation in amounts due to the Plan Participant pursuant to the settlement of the RSUs or Participant’s acquisition or the subsequent sale of the underlying Sharesany Shares acquired upon vesting; and (hj) unless otherwise agreed with the Company in writing, the RSUs, the underlying Shares and the income from and value of same are not granted as consideration for, or in connection with, any service Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planmay provide as a director of a Subsidiary or affiliate.

Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that: (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, to the extent permitted by the Plan; (b) the award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (cd) Participant’s participation in the Plan is voluntary; (de) the award of RSUs and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation; (f) the future value of the underlying Shares is unknown unknown, undeterminable and cannot be predicted with certainty; (eg) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fh) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award RSUs, or recoupment of any Shares acquired under the Plan, or from any diminution in value of the Award RSUs, or the Shares upon vesting of the Award RSUs resulting from (i) termination of the Participant’s continuous service by with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where the Participant is employed performing services as a non-employee director or the terms of the Participant’s employment service agreement, if any) and/ or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and whether or not later found to be invalid) and in consideration of the grant of the AwardRSUs, the Participant irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have irrevocably waived the Participant’s entitlement to pursue or seek remedy for any such claim; (gi) neither the Company is not providing any tax, legal or financial adviceCompany, nor is any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Company making Participant's local currency and the United States Dollar that may affect the value of the RSUs or of any recommendations regarding Participant’s participation in amounts due to the Plan Participant pursuant to the settlement of the RSUs or Participant’s acquisition or the subsequent sale of the underlying Sharesany Shares acquired upon vesting; and (hj) unless otherwise agreed with the Company in writing, the RSUs, the underlying Shares and the income from and value of same are not granted as consideration for, or in connection with, any service Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planmay provide as a director of a Subsidiary or affiliate.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan is voluntary; (d) the award of RSUs and Shares subject to the RSUs, and the income and value of same, are an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or service contract, if any; (e) the award of RSUs and Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (f) unless otherwise expressly agreed with the Company, the RSUs and Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Subsidiary; (g) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ei) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fj) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (gk) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (hl) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that: (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, to the extent permitted by the Plan; (b) the award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, RSUs or benefits in lieu of RSUs or other equity awardsRSUs, even if RSUs have been awarded repeatedly in the past; (bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (cd) the Participant’s participation in the Plan is voluntary; (de) the award of RSUs and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation; (f) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (eg) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fh) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award RSUs or from any diminution in value of the Award RSUs or the Shares upon vesting of the Award RSUs resulting from termination of the Participant’s continuous service by with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the AwardRSUs, the Participant irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have irrevocably waived the Participant’s entitlement to pursue or seek remedy for any such claim; (gi) neither the Company is not providing any tax, legal or financial adviceCompany, nor is any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Company making Participant's local currency and the United States Dollar that may affect the value of the RSUs or of any recommendations regarding Participant’s participation in amounts due to the Plan Participant pursuant to the settlement of the RSUs or Participant’s acquisition or the subsequent sale of the underlying Sharesany Shares acquired upon vesting; and (hj) unless otherwise agreed with the Company in writing, the RSUs, the underlying Shares and the income from and value of same are not granted as consideration for, or in connection with, any service Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planmay provide as a director of a Subsidiary or affiliate.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: : (a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; ; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; ; (c) Participant’s participation in the Plan is voluntary; ; (d) the future value of the underlying Shares is unknown and cannot be predicted with certainty; ; (e) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; ; (f) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; ; (g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and and (h) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

Nature of RSUs. The following provision supplements Section 17 of the Agreement: In accepting the grant of the RSUs, the Participant acknowledges and agrees that: (a) that the award of RSUs is voluntary and occasional and does not create any contractual or other right Participant consents to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan is voluntary; (d) the future value and has received a copy of the underlying Shares is unknown Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and cannot gratuitously decided to grant RSUs under the Plan to individuals who may be predicted with certainty; (e) the value employees of the Company or its Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (f) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination RSUs shall not become a part of Participant’s continuous service by any employment contract (either with the Company or any Subsidiary (of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any reason whatsoever and whether purposes (including severance compensation) or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreementany other right whatsoever. Further, if any, and whether or not later found to be invalid) and in consideration as a condition of the grant of the AwardRSUs, Participant irrevocably releases unless otherwise expressly provided for by the Company and any Subsidiary 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 signing the Agreement/electronically accepting or set forth in the Agreement, the RSUs will be cancelled without entitlement to any Shares if the Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (h) Participant is hereby advised to consult with Participant’s own personal tax, legal null and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planvoid.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) Participant has received a copy of the Plan and the prospectus relating thereto; he or she has read and is familiar with the terms and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan and hereby accepts the RSUs subject to all of the terms and provisions thereof; (b) Participant shall accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement; (c) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs or other equity awardsRSUs, even if RSUs have been awarded repeatedly in the past; (bd) all decisions with respect to future equity awards, if any, shall will be at the sole discretion of the Company; (ce) Participant’s participation in the Plan is voluntary; (df) the award of RSUs and the Shares subject to the RSUs are an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or service contract, if any; (g) the award of RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (h) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company; (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ej) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fk) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable local labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (gl) in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive RSUs under the Plan and the vesting of such RSUs, if any, will terminate effective as of the date that Participant is no longer 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 to local law); the Committee shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s RSUs; (m) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and; (hn) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan; and (o) Participant will notify the Company of any change in address.

Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that: : (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, to the extent permitted by the Plan; (b) the Plan is operated and the RSUs are granted solely by the Company and only Company is a party to this Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Eligible Subsidiary (including, but not limited to, the Employer); (c) no Eligible Subsidiary (including, but not limited to, the Employer) has any obligation to make any payment of any kind to the Participant under this Agreement; (d) the award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; ; (be) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (cf) Participant’s participation in the Plan is voluntary; ; (dg) the award of RSUs and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation; (h) the future value of the underlying Shares is unknown unknown, undeterminable and cannot be predicted with certainty; ; (ei) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; ; (fj) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award RSUs, or recoupment of any Shares acquired under the Plan, or from any diminution in value of the Award RSUs, or the Shares upon vesting of the Award RSUs resulting from (i) termination of the Participant’s continuous service by with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where the Participant is employed performing services as a non-employee director or the terms of the Participant’s employment service agreement, if any) and/ or (ii) the application of any recoupment policy or any recovery or clawback policy otherwise required by law, and whether or not later found to be invalid) and in consideration of the grant of the AwardRSUs, the Participant irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have irrevocably waived the Participant’s entitlement to pursue or seek remedy for any such claim; ; (gk) neither the Company, nor any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon vesting; and (l) unless otherwise agreed with the Company is not providing any taxin writing, legal or financial advicethe RSUs, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (h) Shares and the income from and value of same are not granted as consideration for, or in connection with, any service Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planmay provide as a director of a Subsidiary or affiliate. 18.

Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that: (a) 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, to the extent permitted by the Plan; b. the award of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, RSUs or benefits in lieu of RSUs or other equity awardsRSUs, even if RSUs have been awarded repeatedly in the past; (b) c. all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) d. Participant’s participation in the Plan is voluntary; (d) e. the award of RSUs and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace or supplement any pension rights or compensation; f. the future value of the underlying Shares is unknown and cannot be predicted with certainty; (e) g. the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (f) h. in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award RSUs or from any diminution in value of the Award RSUs or the Shares upon vesting of the Award RSUs resulting from termination of the Participant’s continuous service by with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the AwardRSUs, the Participant irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have irrevocably waived the Participant’s entitlement to pursue or seek remedy for any such claim; (g) i. neither the Company is not providing any tax, legal or financial adviceCompany, nor is any other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Company making Participant's local currency and the United States Dollar that may affect the value of the RSUs or of any recommendations regarding Participant’s participation in amounts due to the Plan Participant pursuant to the settlement of the RSUs or Participant’s acquisition or the subsequent sale of the underlying Sharesany Shares acquired upon vesting; and (h) j. unless otherwise agreed with the Company in writing, the RSUs, the underlying Shares and the income from and value of same are not granted as consideration for, or in connection with, any service Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planmay provide as a director of a Subsidiary or affiliate.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) Participant has received a copy of the Plan and the prospectus relating thereto; he or she has read and is familiar with the terms and provisions thereof and has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan and hereby accepts the RSUs subject to all of the terms and provisions thereof; (b) Participant shall accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement; (c) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs or other equity awardsRSUs, even if RSUs have been awarded repeatedly in the past; (bd) all decisions with respect to future equity awards, if any, shall will be at the sole discretion of the Company; (ce) Participant’s participation in the Plan is voluntary; (df) the award of RSUs is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or service contract, if any; (g) the award of RSUs is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (h) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company; (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (e) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fj) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable local labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalidlaws) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (gk) in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive RSUs under the Plan and the vesting of such RSUs, if any, will terminate effective as of the date that Participant is no longer 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 to local law); the Committee shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s RSUs; (l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and; (hm) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan; and (n) Participant will notify the Company of any change in address.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan is voluntary; (d) the award of RSUs and Shares subject to the RSUs, and the income and value of same, are an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or service contract, if any; (e) the award of RSUs and Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (f) unless otherwise expressly agreed with the Company, the RSUs and Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Subsidiary; (g) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ei) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fj) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (gk) unless otherwise agreed with the Company in writing, the RSUs, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Subsidiary or affiliate (l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (hm) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

Nature of RSUs. The following provision supplements Section 16 of the Restricted Stock Unit Agreement: In accepting the grant of the RSUs, the Participant acknowledges and agrees that: (a) that the award of RSUs is voluntary and occasional and does not create any contractual or other right Participant consents to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan and has received a copy of the Plan. The Participant understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. The decision is voluntary; a limited decision that is entered into upon the express assumption and condition that (di) any RSUs will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis; (ii) the future value of the underlying Shares is unknown RSUs and cannot be predicted with certainty; (e) the value of the any Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (f) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination RSUs shall not become a part of Participant’s continuous service by any employment contract (either with the Company or any Subsidiary (of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any reason whatsoever purposes (including severance compensation) or any other right whatsoever; and whether or not (iii) unless otherwise provided for in breach of applicable labor laws of the jurisdiction where Participant is employed or Restricted Stock Unit Agreement, the terms of RSUs will cease vesting upon Participant’s employment agreementtermination of employment. Further, if any, and whether or not later found to be invalid) and in consideration as a condition of the grant of the AwardRSUs, Participant irrevocably releases unless otherwise expressly provided for by the Company and any Subsidiary from any such claim that may arise; if, notwithstanding or set forth in the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Restricted Stock Unit Agreement, the RSUs will be cancelled without entitlement to any Underlying Shares if the Participant terminates employment by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Committee, in its sole discretion, shall determine the date when the Participant’s employment has terminated for purposes of the RSUs. The Participant understands that the grant of the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of, or right to, the RSUs shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (g) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (h) Participant is hereby advised to consult with Participant’s own personal tax, legal null and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planvoid.

Nature of RSUs. In accepting the RSUs, the Participant acknowledges and agrees that: (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, to the extent permitted by the Plan; (b) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (bc) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (cd) Participant’s participation in the Plan is voluntary; (de) the award of RSUs and any Shares acquired under the Plan, and the income and value of same, are not intended to replace or supplement any pension rights or compensation; (f) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (eg) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fh) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award RSUs or from any diminution in value of the Award RSUs or the Shares upon vesting of the Award RSUs resulting from termination of the Participant’s continuous service by with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the AwardRSUs, the Participant irrevocably releases agrees not to institute any claim against the Company and or any Subsidiary from any such claim that may ariseSubsidiary; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (gi) neither the Company is not providing Company, the Employer nor any tax, legal other Eligible Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant's local currency and the United States Dollar that may affect the value of the RSUs or financial advice, nor is of any amounts due to the Company making any recommendations regarding Participant’s participation in Participant pursuant to the Plan settlement of the RSUs or Participant’s acquisition or the subsequent sale of the underlying Sharesany Shares acquired upon vesting; and (hj) unless otherwise agreed with the Company in writing, the RSUs, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Planmay provide as a director of a Subsidiary or affiliate.

Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that: (a) the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, benefits in lieu of RSUs or other equity awards, even if RSUs have been awarded repeatedly in the past; (b) all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company; (c) Participant’s participation in the Plan is voluntary; (d) the award of RSUs and Shares subject to the RSUs, and the income and value of same, are an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Participant’s employment or service contract, if any; (e) the award of RSUs and Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (f) unless otherwise expressly agreed with the Cormpany, the RSUs and Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of any Subsidiary; (g) the award of RSUs and Participant’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ei) the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value; (fj) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the Award or from any diminution in value of the Award or Shares upon vesting of the Award resulting from termination of Participant’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws of the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any, and whether or not later found to be invalid) and in consideration of the grant of the Award, Participant irrevocably releases the Company and any Subsidiary 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 signing the Agreement/electronically accepting the Agreement, Participant shall be deemed irrevocably to have waived Participant’s entitlement to pursue or seek remedy for any such claim; (gk) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares; and (hl) Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.