ZOETIS INC. 2013 Equity and Incentive Plan STOCK OPTION AWARD

Zoetis Inc. (the “Company”) has granted to the person named below (the “Participant”), a Non-Qualified Stock Option (the “Option”) to purchase the total number of Shares at the grant price per Share set forth below (the “Grant Price”), subject to all of the terms, definitions and provisions of this Stock Option Award and the Zoetis Inc. 2013 Equity and Incentive Plan (the “Plan”), which is incorporated herein by reference, as follows:

Participant Name        

Date of Grant        

Total Number of Shares Under Option        

Grant Price    $ ____________ per Share

Expiration Date:        

Unless otherwise defined in this Stock Option Award, the terms used in this Stock Option Award shall have the meanings defined in the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Option Award, the terms and conditions of the Plan will prevail.

1.Vesting Schedule/Exercise Schedule; Termination Period.

Regular Vesting Schedule/Exercise Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, this Option shall vest and become exercisable in accordance with the following schedule: 100% of the Total Number of Shares subject to this Option shall vest and become exercisable on the third annual anniversary of the Date of Grant; provided that this Option shall cease vesting immediately upon Participant's Termination of Employment; provided further that, notwithstanding any acceleration provisions set forth below, this Option shall not vest or be exercisable until the earlier of (i) the date, following the initial public offering of the Company's Common Stock, that Pfizer Inc. transfers shares of Class B Common Stock of the Company to holders of Pfizer Inc. common stock by means of (A) one or more distributions of Class B Common Stock of the Company by Pfizer Inc. to holders of Pfizer Inc. common stock, (B) one or more offers to holders of Pfizer Inc. common stock to exchange their Pfizer common stock for shares of Class B Common Stock of the Company, or (C) any combination of (A) and (B), and (ii) the date that is two (2) years after the Date of Grant.

Except as otherwise provided herein or in the Plan, Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Stock Option Award unless Participant has continuously and actively been employed with, or providing services to, the Company or any of its Subsidiaries or Affiliates from the Date of Grant until the date such vesting occurs. For non-U.S. Participants and for purposes of this Option and participation in the Plan, Termination of Employment will be deemed to be as of the date that notice of termination is provided (whether by the Company or Subsidiary or Affiliate for any reason or by Participant upon resignation), and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable law. Notwithstanding the foregoing, the Administrator (or any delegate) shall have the sole discretion to determine when Participant is no longer employed or providing services for purposes of this Option and participation in the Plan.

Regular Termination Period: In the event of Participant's Termination of Employment other than as a result of (i) Participant's death, (ii) Participant's “Total and Permanent Disability,” (iii) Participant's “Retirement,” (iv) Participant's termination as a result of a plant closing or “Restructuring Event”, (v) Participant's termination without “Cause” or resignation for “Good Reason” within twenty-four (24) months following a Change in Control, or (vi) Participant's termination for Cause (each as defined below), Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option for up to three (3) months after Participant's Termination of Employment, but in no event beyond the Expiration Date set forth above.

If Participant does not exercise this Option within the termination periods set forth in this Section 1, this Option shall terminate in its entirety. Participant is responsible for keeping track of these exercise periods following Participant's Termination of Employment. The Company will not provide further notice of these exercise periods.

Notwithstanding anything stated herein, this Option may be subject to earlier termination as provided in the Plan or, if this Option is not assumed or substituted in connection with a Change in Control, the vesting and exercisability of this Option shall accelerate immediately prior to and contingent upon the closing of the Change in Control as provided below and this Option shall terminate in its entirety immediately following such Change in Control, provided Company shall provide Participant with at least seven (7) days advance notice of any such termination.

Accelerated Vesting Schedules/Exercise Schedules; Alternate Termination Periods.

Subject to the general provisions above, in the event of the following circumstances, the following vesting, exercisability and termination provisions shall apply:

(a)    Death.

(i)    Acceleration of Vesting Schedule/Exercise Schedule. In the event of Participant's Termination of Employment due to Participant's death, 100% of the Shares subject to this Option will vest and become exercisable immediately upon such termination. The person named in Participant's will or Participant's beneficiary, as the case may be, may exercise this Option, subject to applicable law.

(ii)    Alternate Termination Period. In the event of Participant's Termination of Employment due to Participant's death, the period of time to exercise this Option depends on Participant's employment status at the time of Participant's death, as follows:

(1)    If Participant dies while still employed by the Company, but before Participant is eligible for Retirement, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option for up to two (2) years from the date of Participant's death, but in no event beyond the Expiration Date set forth above.

(2)    If Participant dies while still employed by the Company and while eligible for Retirement, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option until the Expiration Date set forth above.

(3)    In the event of Participant's Termination of Employment due to Participant's Retirement on or after the first anniversary of the Date of Grant and Participant's death follows Participant's Termination of Employment, this Option shall remain exercisable until the Expiration Date set forth above.

(4)    If Participant dies within the three (3) month post-termination exercise period set forth above, this Option may be exercised, to the extent Participant is vested in the Shares subject to this Option, for up to two (2) years from the date of Participant's death, but in no event beyond the Expiration Date set forth above.

(b)    Total and Permanent Disability.

(i)    Acceleration of Vesting Schedule/Exercise Schedule. In the event of Participant's Termination of Employment due to Participant's Total and Permanent Disability, 100% of the Shares subject to this Option will vest and become exercisable immediately upon such termination. For purposes of this Option, “Total and Permanent Disability” shall have the meaning set forth in the Company's long-term disability program.

(ii)    Alternate Termination Period. In the event of Participant's Termination of Employment due to his or her Total and Permanent Disability, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option until the Expiration Date set forth above.

(c)    Retirement.

(i)    Acceleration of Vesting Schedule/Exercise Schedule. In the event of Participant's Termination of Employment due to Participant's Retirement on or after the first anniversary of the Date of Grant, this Option will continue to vest and become exercisable in accordance with the Vesting Schedule/Exercise Schedule set forth in the first paragraph of this Section 1 (disregarding for this purpose any requirement to continue employment or service); provided if Participant dies following any such Termination of Employment, 100% of the Shares subject to this Option will immediately vest and become exercisable. For purposes of this Option, “Retirement” means Participant has attained a minimum age of fifty-five (55) and a minimum of ten (10) years of service with the Company or any Affiliate.

(ii)    Alternate Termination Period. In the event of Participant's Termination of Employment due to his or her Retirement:

(1)    If Participant's Termination of Employment occurs before the first anniversary of the Date of Grant, this Option shall terminate in its entirety immediately upon Participant's Termination of Employment.

(2)    If Participant's Termination of Employment occurs on or after the first anniversary of the Date of Grant, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option until the Expiration Date set forth above, so long as Participant does not engage in competition with the Company or any Affiliate, act contrary to any written agreement that Participant has with the Company or any Affiliate, or act in a way that the Company reasonably determines to be materially harmful to it or any Affiliate, in which case, this Option (including any vested portion thereof) shall immediately terminate in its entirety.

(d)    Termination as a Result of a Plant Closing or Restructuring Event.

(i)    Acceleration of Vesting Schedule/Exercise Schedule. In the event of Participant's Termination of Employment as a result of a plant closing or Restructuring Event:

(1)    If Participant's Termination of Employment occurs (x) at a time when Participant is not Retirement eligible or (y) before the first anniversary of the Date of Grant at a time when Participant is Retirement eligible, 100% of the Shares subject to this Option will vest and become exercisable immediately upon such termination.

(2)    If Participant's Termination of Employment occurs on or after the first anniversary of the Date of Grant and the Participant is Retirement eligible, this Option will continue to vest and become exercisable in accordance with the Vesting Schedule/Exercise Schedule set forth in the first paragraph of this Section 1 (disregarding for this purpose any requirement to continue employment or service).

For purposes of this Option, a “Restructuring Event” means an involuntary Termination of Employment without Cause (as defined below) and not related to performance, that is the direct result of curtailment, cessation of operations, relocation of operations, reorganization or position elimination or job restructuring due to a change in required competencies or qualification for positions, as determined by the Administrator, in its sole discretion.

(ii)    Alternate Termination Period.

(1)    In the event of Participant's Termination of Employment as a result of a plant closing or Restructuring Event that occurs at a time when Participant is not Retirement eligible, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option up until the later of (x) the date that is three (3) months after Participant's Termination of Employment, or (y) the date that is three (3) months following the second (2^nd) annual anniversary of the Date of Grant, but in no event beyond the Expiration Date set forth above.

(2)    In the event of Participant's Termination of Employment as a result of a plant closing or Restructuring Event that occurs at a time when Participant is Retirement eligible:

(A)    If Participant's Termination of Employment occurs before the first anniversary of the Date of Grant, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option for up to three (3) years from the date of Participant's Termination of Employment, but not beyond the Expiration Date set forth above.

(B)    If Participant's Termination of Employment occurs on or after the first anniversary of the Date of Grant, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option until the Expiration Date set forth above.

(e)    Termination without Cause or Resignation for Good Reason following a Change in Control.

(i)    Acceleration of Vesting Schedule/Exercise Schedule. In the event of Participant's Termination of Employment by the Company without Cause or as a result of Participant's resignation for Good Reason, in either case upon or within twenty-four (24) months following the consummation of a Change in Control, 100% of the Shares subject to this Option will vest and become exercisable immediately upon such termination.

(ii)    Alternate Termination Period. In the event of Participant's Termination of Employment by the Company without Cause or as a result of Participant's resignation for Good Reason, in either case, upon or within twenty-four (24) months following the consummation of a Change in Control, Participant may, to the extent Participant is vested in the Shares subject to this Option, exercise this Option until the Expiration Date set forth above.

For purposes of this Option, “Cause” means (i) an act of dishonesty, fraud or misrepresentation made by Participant in connection with Participant's responsibilities to the Company, (ii) Participant's willful, material violation of any law or regulation applicable to the business of the Company; (iii) Participant's conviction of, or plea of nolo contendere to, a felony or any crime that, in either case, has resulted in or is reasonably expected to result in material injury to the business or reputation of the Company, (iv) Participant's willful misconduct or gross negligence in connection with carrying out Participant's job responsibilities to the Company, (v) Participant's unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Participant owes an obligation of nondisclosure as a result of Participant's relationship with the Company; (vi) Participant's willful breach of any obligations under any written agreement or covenant with the Company that is injurious to the Company; (vii) Participant's violation or disregard of any Company policy that has resulted in or is reasonably expected to result in material injury to the business or reputation of the Company; or (viii) Participant's failure or refusal to perform Participant's duties and responsibilities to the Company. For purposes of clarity, all references herein to the Company shall include references to any Affiliate and any successor to the Company or any Affiliate, and a termination without “Cause” does not include any termination that occurs as a result of Participant's death or disability.

For purposes of this Award, “Good Reason” means Participant's resignation due to the occurrence of any of the following conditions which occurs without Participant's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a material reduction of Participant's base compensation (other than as part of an across-the-board salary reduction applicable to all similarly situated employees); (ii) a material reduction of Participant's duties, authority, responsibilities or reporting relationship, relative to Participant's duties, authority, responsibilities or reporting relationship as in effect immediately prior to such reduction; or (iii) the Company (or a successor, if appropriate) requires Participant to relocate to a facility or location more than twenty-five (25) miles away from the location at which Participant was working immediately prior to the required relocation and such relocation increases Participant's one way commute by thirty (30) minutes or more during normal commuting hours and under typical traffic conditions.  In order for Participant to resign for Good Reason, Participant must provide written notice to the Company of the existence of the Good Reason condition within sixty (60) days of the initial existence of such Good Reason condition and not be required to provide for the acceleration of vesting described herein as a result of such proposed resignation. Upon receipt of such notice, the Company will have thirty (30) days during which it may remedy the Good Reason condition. If the Good Reason condition is not remedied within such thirty (30) day period, Participant may resign based on the Good Reason condition specified in the notice effective no later than thirty (30) days following the expiration of the Company's thirty (30) day cure period.

(f)    Termination for Cause. In the event of Participant's Termination of Employment for Cause, this Option (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Participant of such termination for Cause. If Participant's Termination of Employment is suspended pending an investigation of whether Participant will be terminated for Cause, the Company, in its discretion, may provide that all Participant's rights under this Option, including the right to exercise this Option, shall be suspended during the investigation period.

(g)    Inappropriate Activity. To the extent permitted by applicable law, if at any time Participant engages in any activity in competition with any activity of the Company or any Affiliate, or in any activity inimical, contrary or harmful to the interests of the Company or any Affiliate, including, but not limited to: (i) conduct related to Participant's employment for which either criminal or civil penalties against Participant may be sought, (ii) violation of Company or any Affiliate policies, including, without limitation, the Company's insider trading policy, (iii) accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in competition with or acting against the interest of the Company or any Affiliate, (iv) disclosing or misusing any confidential information or material concerning the Company or any Affiliate, or (v) participating in a hostile takeover attempt, this Option (including any vested portion thereof) shall immediately terminate in its entirety.

(a)    Right to Exercise. This Option may be exercised only to the extent, and at the times, permitted pursuant to the terms set forth this Stock Option Award and the Plan.

(b)    Method of Exercise. This Option may only be exercised in a manner, and pursuant to such procedures, as the Administrator may determine from time to time, provided any such procedures shall including Participant's election to exercise this Option, the number of Shares in respect of which this Option is being exercised (the “Exercised

Shares”), and such other representations and agreements as may be required by the Company. The exercise must be accompanied by payment of the aggregate Grant Price as to all Exercised Shares. This Option will be deemed to be exercised only upon receipt by the Company of Participant's election to exercise, the aggregate Grant Price for the Exercised Shares, and any payment or satisfaction in a manner acceptable to the Company of any applicable Tax-Related Items.

3.Method of Payment. Payment of the aggregate Grant Price will be by any of the following, or a combination thereof, at the election of Participant unless the Administrator in its sole discretion requires a specific method of payment:

(a)    cash or check (denominated in U.S. dollars);

(b)    consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan and executed via a third party vendor; or

(c)    attest to, or surrender of, other Shares which have a Fair Market Value on the date of attestation or surrender equal to the aggregate Grant Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company.

Participant understands and agrees that any cross-border remittance made to exercise this option or transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency, and may require Participant to provide such entity with certain information regarding the transaction.    

(a)    Taxes and other Required Payments. Regardless of any action the Company or Participant's employer (the “Employer”) takes with respect to any or all applicable national, local, or other taxes or social contributions, withholdings, required deductions, or other payments, if any, that arise upon the grant, vesting, or exercise of this Option, the holding or subsequent sale of Shares, and the receipt of dividends, if any (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant's responsibility, and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including the grant, vesting, or exercise of this Option, the holding or subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (ii) does not commit to and is under no obligation to structure the terms of this Option or any aspect of this Option to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)    No Shares will be issued to Participant pursuant to this Option or payment will be made to Participant (or his or her estate or beneficiary) with respect to this Option unless and until satisfactory arrangements (as determined by the Company) have been made by Participant with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to this Option. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i)    withholding from Participant's wages or other cash compensation paid to Participant by the Company or the Employer;

(ii)    minimum statutory withholding from proceeds of the sale of Shares acquired upon exercise of this Option, either through a voluntary sale or through a mandatory sale arranged by the Company and executed by a third party vendor (on Participant's behalf pursuant to this authorization);

(iii)    minimum statutory withholding in Shares to be issued upon exercise of this Option; or

(iv)    surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items, so long as the surrender of such Shares will not result in any adverse accounting consequences to the Company.

If the obligation for Tax-Related Items is satisfied by withholding Shares, Participant is deemed to have been issued the full number of Shares purchased for tax purposes, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of Participant's participation in the Plan. Participant shall pay to the

Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Participant's participation in the Plan that cannot be satisfied by one or more of the means previously described in this Section 4. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

5.Rights as Stockholder. Until the issuance of the Shares subject to this Option (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock shall exist with respect to this Option, notwithstanding the exercise of this Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 3.2 of the Plan.

6.No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS STOCK OPTION AWARD, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE RIGHT OF THE COMPANY (OR THE EMPLOYER) TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE (SUBJECT TO APPLICABLE LAW).

7.Nature of Grant. In accepting this Option, Participant acknowledges that:

(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)    the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past;

(c)    all decisions with respect to future awards of Options, if any, will be at the sole discretion of the Company;

(d)    Participant's participation in the Plan is voluntary;

(e)    this Option and the Shares subject to this Option are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of Participant's employment contract, if any;

(f)    this Option and the Shares subject to this Option are not intended to replace any pension rights or compensation;

(g)    this Option and the Shares subject to this Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or 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 the Employer;

(h)    the future value of the underlying Shares is unknown and cannot be predicted with certainty; further, if Participant exercises this Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Grant Price;

(i)    Participant also understands that neither the Company, nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of this Option (or the calculation of income or Tax-Related Items thereunder);

(j)    in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from termination of employment by the Employer (for any reason whatsoever and

whether or not in breach of local labor laws), and Participant irrevocably releases the Employer 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, Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and

(k)    this Option and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a Change in Control, merger, take-over or transfer of liability.

8.No Advice Regarding Grant. 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 Shares underlying this Award. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant's participation in the Plan before taking any action related to the Plan.

10.Address for Notices. Any notice to be given to the Company under the terms of this Stock Option Award will be addressed to the Company, in care of its General Counsel at Zoetis Inc., Five Giralda Farms, Madison, New Jersey 07940, or at such other address as the Company may hereafter designate in writing.

11.Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.

12.Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Option, as evidenced by this Stock Option Award and the Plan, will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

13.Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of this Option or the Shares upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the grant of this Option or the issuance of Shares to Participant (or his or her estate), such grant or 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. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date this Option is exercised with respect to such Exercised Shares, subject to applicable law. The Company shall not be obligated to treat this Option as outstanding or issue any Shares pursuant to this Option at any time if the grant of this Option, the issuance of Shares pursuant to this Option, or the exercise of an Option by Participant, violates or is not in compliance with any laws, rules or regulations of the United States or any state or country.

14.Administrator Authority. The Administrator will have the power to interpret the Plan, this Stock Option Award and to adopt such rules for the administration, interpretation and application of the Plan and this Stock Option Award as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to this Option 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 Stock Option Award.

15.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Option, any future options or other equity awards granted by the Company, whether under the Plan or otherwise, or any other Company securities by electronic means or request Participant's consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

16.Language. If Participant has received this Stock Option Award, including appendices, or any other document related to the Plan translated into a language other than English, and the meaning of the translated version is different than the English version, the English version will control.

17.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant's participation in the Plan, on this Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the laws of the country in which he or she is resident at the time of grant, vesting, and/or exercise of this Option or the holding or disposition of Shares or receipt of dividends, if any (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this Option or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to this Option or the Shares. Notwithstanding any provision herein, this Option and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant's country (the “Country-Specific Addendum,” which forms part this Stock Option Award).

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

19.Stock Option Award Terms Severable. In the event that any provision in this Stock Option Award 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 Stock Option Award.

20.Modifications to Stock Option Award. This Stock Option Award and the Plan constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Stock Option Award in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Stock Option Award or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Stock Option Award, the Company reserves the right to revise this Stock Option Award as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option.

21.Amendment, Suspension or Termination of the Plan. By accepting the Option represented by this Stock Option Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

22.Governing Law. This Stock Option Award will be governed by the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Option, this Stock Option Award or the Plan, the parties hereby submit to and consent to the jurisdiction of the State of New Jersey, and agree that such litigation will be conducted in the courts of the Morris County, New Jersey, or the federal courts for the United States for the District of New Jersey, and no other courts, where this Option is made and/or to be performed.

By Participant's acceptance of this Stock Option Award, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of this Stock Option Award (including any country-specific addendum thereto) and the Plan, and any ancillary documents, all of which are being delivered simultaneously with, and made a part of, this Stock Option Award. In addition, Participant acknowledges and agrees that Participant has reviewed the Plan and this Stock Option Award in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Stock Option Award and fully understand all provisions of the Plan and this Stock Option Award. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Stock Option Award. Participant further agrees to notify the Company upon any change in Participant's residence address.

This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals in the countries listed below and that may be material to Participant's participation in the Plan. This information may be material to Participant's participation in the Plan. Participant is solely responsible for any obligations outlined, as well as general tax or other obligations that may apply. As local laws are often complex and change frequently and the information provided is general in nature and may not apply to Participant's specific situation, the Company cannot assure Participant of any particular result, and Participant should seek his or her own professional legal and tax advice. This Addendum forms part of the Stock Option Award and should be read in conjunction with the Stock Option Award and the Plan. Unless otherwise noted, capitalized terms shall take the same definitions assigned to them under the Plan and the Stock Option Award.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Plan, grant documentation, and any other communications or materials that Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States. The issuance of securities described in any Plan-related documents is not intended for public offering or circulation in Participant's jurisdiction.