Vesting Conditions

1.    Grant. The Company hereby grants to the Participant under the Plan an Award of the number of RSUs set forth on the first page hereof, subject to all of the terms and conditions in this Global Restricted Stock Unit Award Agreement, including any country-specific terms and conditions for your country set forth in the Appendix for Non-U.S. Participants (the “Appendix”) attached hereto as Appendix A (together with the Global Restricted Stock Unit Award Agreement, the “Award Agreement”) and the Plan.

2.    Company’s Obligation. Each RSU represents the right to receive a share of Common Stock (“Share”) on the date it becomes vested. Unless and until the RSUs will have vested in the manner set forth in Sections 3 and 4, the Participant will have no right to issuance of Shares in connection with any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3.    Vesting Schedule. Subject to Section 4, the RSUs awarded by this Award Agreement will vest in the Participant according to the vesting schedule set forth on the first page hereof, subject to the Participant continuing to be a Service Provider through the Vesting Date.

4.    Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, if the Participant ceases to be a Service Provider for any or no reason prior to the Vesting Date, the then-unvested RSUs awarded by this Award Agreement will thereupon be forfeited at no cost to the Company or its Affiliate and the Participant will have no further rights thereunder.

In the event of the Participant’s termination as a Service Provider (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), the Participant’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer employed by the Participant’s employer (the “Employer”) and any notice period has ended. For the avoidance of doubt, employment shall include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any. The Committee shall have the exclusive discretion to determine when the Participant is no longer employed for purposes of the RSUs.

5.    Issuance after Vesting. Any RSUs that vest in accordance with Section 3 will be settled in whole Shares delivered to the Participant (or in the event of the Participant’s death, pursuant to Section 6 hereof), provided that to the extent determined appropriate by the Company, less any Tax-Related Items (as defined in Section 7 below) withholding. The Company shall issue such Shares to the Participant within thirty (30) days of the Settlement Date.

6.    Issuance after Death. Any issuance to be made to the Participant under this Award Agreement will, if the Participant is then deceased, be made to the Participant’s designated beneficiary, or if no beneficiary survives the Participant, the personal representative, administrator or executor of the Participant’s estate. Any such transferee must furnish the Company with

(a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

7.    Withholding of Taxes. The Company or one of its Affiliates shall assess tax and social insurance liability and requirements in connection with the Participant’s participation in the Plan, including, without limitation, income tax, social insurance, payroll tax, fringe benefit tax, payment of account or other tax related items associated with the grant or vesting of the RSUs, sale of the underlying Shares or receipt of any dividends and legally applicable to the Participant (the “Tax-Related Items”). These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company or if different, the Employer, the Participant hereby acknowledges and agrees that the Tax-Related Items liability shall be the Participant’s responsibility and liability.

The Participant acknowledges that the Company’s obligation to issue Shares in connection with the RSUs shall be subject to satisfaction of the Tax-Related Items liability. Unless otherwise determined by the Company or set forth in the Appendix, Tax-Related Items withholding obligations shall be satisfied by having the Company and/or the Employer withhold the cash equivalent of all or a portion of any Shares that otherwise would be issued to the Participant upon settlement of the vested RSUs; provided that amounts withheld shall not exceed the amount necessary to satisfy the Tax-Related Items withholding obligations of the Company and the Employer. Such withheld amounts shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. For tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items withholding. The Company or the Employer may also satisfy the Tax-Related Items withholding liability by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer. Alternatively, by the Participant’s acceptance of the RSUs, the Participant authorizes and directs the Company or any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issued to the Participant as the Company determines to be sufficient to satisfy the obligation for Tax-Related Items. Finally, the Participant agrees to pay the Company or the Employer any Tax-Related Items withholding liability that cannot be satisfied by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer or sale of the Shares acquired under the Plan.

8.     [Reserved]

9.    Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant.

10.    Acknowledgements. The Participant acknowledges and agrees to the following:

11.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

12.    Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company at 80 E Rio Salado Parkway Suite 600, Tempe, AZ 85281, Attn: Stock Administration, or at such other address as the Company may hereafter designate in writing.

13.    Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges 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 or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

14.    Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

15.    Additional Conditions to Issuance of Stock. 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, U.S. federal or foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Participant (or his estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the issuance of any Shares will violate U.S. federal or foreign securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any law or securities exchange and to obtain any such consent or approval of any such governmental authority.

16.    Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

17.    Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.

18.    Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.

19.    Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

20.     Modifications to the Agreement. This Award Agreement, including the Appendix, and the Plan constitute the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

21.    Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded under the Plan or future RSUs that may be awarded under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Electronic execution of this Award Agreement and/or other documents shall have the same binding effect as a written or hard copy signature and accordingly, shall bind the Participant and the Company to all of the terms and conditions set forth in the Plan, this Award Agreement and/or such other documents.

22.    Authorization to Release and Transfer Necessary Personal Information.  The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Shares held and the details of all RSUs or any other entitlement to Shares awarded, cancelled, vested, unvested or outstanding (the “Data”) for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

23.    Compliance with Applicable Laws. The vesting of the RSUs under the Plan and the issuance, transfer, assignment, sale, or other dealings of the Shares shall be subject to compliance by the Company (or any Affiliate) and the Participant with all Applicable Laws.

24.    Language. If the Participant has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

25.    Appendix. Notwithstanding any provisions in this Award Agreement, if the Participant resides outside the United States at any time during the life of the Award, the Participant’s participation in the Plan shall be subject to the Appendix for Non-U.S. Participants attached hereto as Appendix A. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

26.    Governing Law. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of RSUs or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be

conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Award of RSUs is made and/or to be performed.

28.    Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by the Participant or any other participant.

This Appendix includes additional terms and conditions that govern the RSUs granted to the Participant under the Plan if he or she is in one of the countries listed below. If the Participant is a citizen or resident of a country (or are considered as such for local law purposes) other than the one in which the Participant is currently working or if the Participant moves to another country after receiving the grant of RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Award Agreement.

This Appendix may also include information regarding exchange controls and certain other issues of which the Participant should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of December 2013. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the RSUs vest, the Shares underlying the RSUs are issued or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in his country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently working, or is considered a resident of another country for local law purposes, or if the Participant transfers employment and/or residency to another country after the RSUs have been granted, the notifications contained herein may not be applicable in the same manner.

This provision replaces Section 5 of the Award Agreement and applies only to Participants who are PRC nationals residing in the PRC, unless otherwise determined by the Company or required by the State Administration of Foreign Exchange (“SAFE”):

Upon the vesting of RSUs in accordance with Section 3, the Participant (or in the event of the Participant’s death, to his or her estate) shall be paid an amount in local currency through local payroll that is equal in value to the Fair Market Value of the applicable number of whole Shares otherwise issuable at vesting, provided that to the extent determined appropriate by the Company, any Tax-Related Items withholding with respect to such RSUs shall be deducted from the amount of cash otherwise payable to the Participant.

Exchange Control Requirements.

The Participant understands and agrees to comply with all exchange control restrictions imposed by SAFE or other exchange control authority in connection with the award of RSUs to him or her by the Company. The Participant further agrees to comply with any requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the People’s Republic of China (the “PRC”).

If the Participant is a PRC national employee residing in the PRC or if otherwise determined by the Company or required by SAFE, the Participant will be required to repatriate the cash proceeds from the sale of the Shares issued upon the vesting of the RSUs to the PRC. Such Participant further understands that, under local law, the repatriation of his or her cash proceeds may need to be effectuated through a special exchange control account established by the Company or its Affiliate, and the Participant hereby consents and agrees that any proceeds from the sale of any Shares the Participant acquires may be transferred to such special account prior to being delivered to the Participant.

Finally, the Participant further understands and agrees that the Company is under no obligation to secure any particular exchange conversion rate with respect to the proceeds of the sale of the Shares and there may be delays in converting the cash proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the cash proceeds are received by the Participant in the PRC.

Issuance after Vesting.

The following provision supplements Section 5 of the Award Agreement.

Any RSUs that vest in accordance with Section 3 will be paid in cash to the Participant (or in the event of the Participant’s death, to his or her estate) based on the value equivalent to the number of applicable whole Shares, provided that to the extent determined appropriate by the Company, any Tax-Related Items withholding with respect to such RSUs will be paid by reducing the amount otherwise payable to the Participant.

Trust Arrangement.

The Participant understands and agrees that the RSUs are offered subject to and in accordance with the terms of the Plan, Israeli Subplan (the “Subplan”), Award Agreement and Israel Beneficiary 102 Undertaking. The Participant understands that the RSUs shall be allocated under the provisions of the track referred to as the “Capital Gain Route,” according to Section 102(b)(2) and 102(b)(3) of the Israeli Income Tax Ordinance (“Section 102”) and shall be held by the trustee for the periods stated in Section 102. The Participant hereby confirms that he or she has: (i) read and understands the Plan, Subplan, Award Agreement and Israel Beneficiary 102 Undertaking; (ii) received all the clarifications and explanations that the Participant has requested; and (iii) had the opportunity to consult with his or her advisers before accepting the Award Agreement. In the event of any inconsistencies between the provisions of this Israeli Appendix and the Award Agreement, the provisions of this Appendix shall govern the RSUs and any Shares and in no event shall any term require shareholder approval as set out in Section 21(b) of the Plan.

Limited Transferability.

This provision supplements Section 13 of the Award Agreement:

As long as the RSUs or any issued Shares are held by the Trustee on the Participant’s behalf, all of the Participant’s rights over the RSUs or the Shares are personal and cannot be transferred, assigned, pledged or mortgaged, other than by will or the laws of descent and distribution.

Subject to the provisions of the Plan, Section 102 and any rules or regulations or orders or procedures promulgated thereunder, to obtain favorable tax treatment for Capital Gain Route awards, the Participant may not sell or release from trust any Shares received upon vesting of the RSUs and/or any Shares received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the holding period required under Section 102. Notwithstanding the above, if any such sale or release occurs during the holding period, the sanctions under Section 102

and under any rules or regulation or orders or procedures promulgated thereunder will apply to and will be borne by the Participant.

If the Shares are to be issued during the holding period, such Shares shall be restricted and will be held by the Trustee on the Participant’s behalf. In the event that the Shares are to be issued after the expiration of the holding period, the Participant may elect to have the Shares issued and delivered directly to him or her, provided that the Participant first complies with any Tax-Related Items stipulated under this Award Agreement to the Trustee’s and the Company’s satisfaction, or in trust on the Participant’s behalf to the Trustee.

Withholding of Taxes.

This provision supplements Section 7 of the Award Agreement:

The Participant hereby agrees to indemnify the Company (or any Affiliate) and/or the Trustee and hold them harmless against and from any and all liability for any Tax-Related Items and other amounts, or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such amounts from any payment made to the Participant. Any reference to the Company or the Employer shall include a reference to the Trustee. The Participant hereby undertakes to release the Trustee from any liability in respect of any action or decisions duly taken and bona fide executed in relation to the Plan or any RSUs or Shares acquired under the Plan. The Participant agrees to execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the Israeli Income Tax Ordinance.

The Participant shall not be liable for the Employer’s components of payments to the national insurance institute, unless otherwise agreed by the Participant and allowed by applicable tax laws. Furthermore, the Participant agrees to indemnify the Company, the Employer and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon that Participant has agreed to pay, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant for which the Participant is responsible.

Notwithstanding anything to the contrary in the Award Agreement, no Tax-Related Items will be settled by withholding Shares, unless the ITA approves otherwise in writing.

Governing Law.

This section supplements Section 26 of the Award Agreement:

To the extent any covenant, condition, or other provision of the Award Agreement and the rights of the Participant hereunder are intended to be rights granted under Section 102 and therefore determined to be subject to Israeli law, such covenant, condition, or other provision of the Award Agreement shall be subject to applicable Israeli law, but shall in no way affect, impair or invalidate

any other provision of the Award Agreement, and the applicability of the Plan to such covenant, condition, or other provision of the Award Agreement.

Written Acceptance.

The Participant must print, sign and deliver the signed copy of the Israel Beneficiary 102 Undertaking within 45 days to: 80 E Rio Salado Parkway Suite 600, Tempe, AZ 85281, Attn: Stock Administration. If the Company does not receive the signed Israel Beneficiary 102 Undertaking within 45 days, the RSUs may not qualify for preferential tax treatment.

Issuance after Vesting.

The following provision replaces Section 5 of the Award Agreement.

Any RSUs that vest in accordance with the vesting schedule in the Notice of Grant will be paid to the Participant (or in the event of the Participant's death, to his or her estate), upon satisfaction, as determined by the Company, of any Tax-Related Items as set forth in Section 7 of this Award Agreement. At the discretion of the Company, the Shares will be subject to an immediate forced sale restriction, pursuant to which all Shares acquired at vesting will be immediately sold and the Participant will receive the sale proceeds less Tax-Related Items and applicable broker fees and commissions. In this case, the Participant will not be entitled to hold any Shares acquired at vesting.

____________________        _______________    ___________________

RSUs granted to the Participant resident in the United Kingdom shall be paid in Shares only and do not provide any right for the Participant to receive a cash payment, notwithstanding any discretion contained in the Plan to the contrary.

Withholding of Taxes.

The following provision supplements Section 7 of the Award Agreement:

If payment or withholding of the Tax-Related Items is not made within ninety (90) days of the event giving rise to the Tax-Related Items or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected Tax-Related Items shall constitute a loan owed by the Participant to the Employer, effective as of the Due Date. The Participant agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Award Agreement.

 

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant shall not be eligible for a loan from the Company to cover the Tax-Related Items. In the event that the Participant is a director or executive officer and any such Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected income taxes will constitute a benefit to the Participant on which additional income tax and National Insurance Contributions (“NICs”) will be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any NICs due on this additional benefit which may be collected from the Participant by the Company or the Employer by any of the means referred to in Section 7 of the Award Agreement.