(d) SARs Not In Lieu of Other Compensation. The SAR Award and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments. Further, the SAR Award and the Shares underlying the SAR Award, and the income from and value of same, are not intended to replace any pension rights or compensation. Unless otherwise agreed with the Company, the SAR Award and the Shares underlying the SAR Award, and the income from and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a Director of a Subsidiary of the Company.
(e) Uncertain Future Value. The future value of the Shares underlying the SAR Award is unknown, indeterminable, and cannot be predicted with certainty. If the underlying Shares do not increase in value, the SAR Award will have no value. If Participant exercises the SAR Award and acquires Shares, the Shares may increase or decrease in value, even below the Exercise Price.
(f) No Entitlements. No claim or entitlement to compensation or damages shall arise from forfeiture of the SAR Award resulting from the Termination of Participants Continuous Service Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participants employment agreement, if any). Unless otherwise provided in the Plan or by the Company in its discretion, the SAR Award and the benefits evidenced by this Agreement do not create any entitlement to have the SAR Award or any such benefits transferred to, or assumed by, another company, or to be exchanged, cashed out, or substituted for, in connection with any corporate transaction affecting the Shares.
(g) Currency Exchange Rates. Neither the Company, the Employer nor any Parent, Subsidiary, or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participants local currency and the United States Dollar that may affect the value of the SAR Award or of any amounts due to Participant pursuant to the exercise of the SAR Award or the subsequent sale of any Shares acquired upon exercise.
B. DATA PRIVACY TERMS
The following data privacy terms govern the grant of SARs under the Plan to Participants outside the European Union / European Economic Area:
Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of Participants personal data as described in the Award Agreement and any other SAR grant materials by and among, as applicable, the Company and any Parent, Subsidiary, or Affiliate for the exclusive purpose of implementing, administering, and managing Participants participation in the Plan.
Participant understands that the Company and any Parent, Subsidiary, or Affiliate may hold certain personal information about Participant, including, but not limited to, Participants name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all SARs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested, or outstanding in Participants favor (Data), for the exclusive purpose of implementing, administering, and managing the Plan.
Participant understands that Data will be transferred to Solium Plan Manager, LLC or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration, and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and protections than Participants country. Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, Solium Plan Manager, LLC, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering, and managing the Plan to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering, and managing Participants participation in the Plan.