TERMS APPLICABLE TO ALL PARTICIPANTS OUTSIDE THE U.S.
1. NATURE OF GRANT. In accepting the Award, you understand, acknowledge and agree that:
(a) The Plan is established voluntarily by the Corporation, is discretionary in nature, and may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted by the Plan;
(b) The grant of the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;
(c) All decisions with respect to future grants of Awards, if any, will be at the sole discretion of the Corporation;
(d) Your participation in the Plan is voluntary;
(e) The Award and the Shares subject to the Award, and the income from and value of same, are not intended to replace any pension rights or compensation;
(f) The Award and the Shares subject to the Award, and the income from and value of same, are not part of normal or expected salary or compensation for any purpose, including calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
(g) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(h) If Participant acquires Shares upon settlement of the Award, the value of such Shares may increase or decrease;
(i) No claim or entitlement to compensation or damages shall arise from forfeiture of the Award or any portion thereof resulting from the termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any);
(j) Unless otherwise agreed with the Corporation, the Award and the Shares subject to the Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary or Affiliate; and
(k) Neither the Corporation nor the Employer shall be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the Award or of any amounts due to you pursuant to the Award or the subsequent sale of any Shares acquired upon settlement.