Entire Agreement Governing Law Clause Example with 19 Variations from Business Contracts

Entire Agreement Governing Law. The Plan and Option Agreement are incorporated herein by this reference. This Exercise Notice, the Plan and the Option Agreement (including the exhibits, appendices, and addenda thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a... writing signed by the Company and Purchaser. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: PURCHASER ALECTOR, INC. ROBLOX CORPORATION Signature Signature Print Name Print Name Address: Title Date Received ALECTOR, INC. 2019 -2- ROBLOX CORPORATION 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT OPTION AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), the COUNTRY ADDENDUM Terms and Conditions This Country Addendum includes additional terms and conditions that govern the Option to purchase shares of Restricted the Common Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the "Award Agreement"). Participant: Address: The undersigned Participant has been of Roblox Corporation (the "Company") granted the right to receive an Award of Restricted Stock Units, subject pursuant to the terms and conditions of the Roblox Corporation 2020 Equity Incentive Plan (the "Plan") and the Option Agreement to which this Award Agreement, Country Addendum is attached to the extent the individual to whom the Option was granted ("Participant") resides in one of the countries listed below. Notifications This Country Addendum also includes information regarding securities laws, exchange controls and certain other issues of which 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 follows: Grant Number: Date of Grant: Vesting Commencement Date: Number [December] 2020. Such laws often are complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information in this Country Addendum or any other tax summary provided by the Company as the only source of Restricted Stock Units: Vesting Schedule: Subject information relating to any acceleration provisions contained the consequences of Participant's participation in the Plan because the information may be out of date at the time Participant exercises the Options or set forth below, sells the Restricted Stock Units will vest Shares acquired under the Plan. In addition, the information contained herein is general in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, nature and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject may not apply to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Alector, Inc. (the "Company") below, Participant particular situation and the Company agree that this Award is not in a position to assure Participant of Restricted Stock Units any particular result. Accordingly, Participant is granted under and governed by advised to seek appropriate professional advice as to how the relevant laws of Participant's country may apply to his or her situation. Finally, if Participant is a citizen or resident of a country other than the one in which Participant currently is working or transfers to another country after the grant of the Option, or is considered a resident of another country for local law purposes, the information contained herein may not be applicable to Participant in the same manner. In addition, the Company, in its discretion, will determine the extent to which the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. contained herein will apply to Participant under these circumstances. Participant acknowledges receipt of a copy that Participant has been advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in Participant's country may apply to his or her individual situation. EX-10.3 9 d87104dex103.htm EX-10.3 EX-10.3 Exhibit 10.3 ROBLOX CORPORATION 2020 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. Participant has reviewed The purposes of this Plan are: • to attract and retain the Plan best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors, and this Award Agreement in their entirety, has had an opportunity Consultants, and • to obtain promote the advice of counsel prior to executing this Award Agreement, and fully understands all provisions success of the Company's business. The Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations permits the grant of the Administrator upon any questions relating to the Plan and the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, INC. Signature Signature Print Name Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") under the Plan an Award of Stock, Restricted Stock Units, subject to all of the terms Performance Units, and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Performance Shares. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This ...Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of California. the State of Delaware. Submitted by: Accepted by: PURCHASER ALECTOR, INC. PURCHASER: CLOVER HEALTH INVESTMENTS, CORP. Signature Signature By Print Name Print Name Address: Title Date Received ALECTOR, INC. 2019 -2- CLOVER HEALTH INVESTMENTS, CORP. 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Inc. 2019 Equity Incentive Plan (the "Plan") will [INSERT NAME]: You have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the "Award Agreement"). Participant: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (the "Notice of Grant"), the Clover Health Investments, Corp. 2020 Equity Incentive Plan (the "Plan") and the attached Restricted Stock Unit Agreement ([which includes the Country-Specific Addendum,] the "Award Agreement"), as set forth below. Unless otherwise defined herein, the terms used in this Award Agreement, as follows: Notice of Grant shall have the meanings defined in the Plan. Grant Number: [INSERT NUMBER] Date of Grant: [INSERT DATE] Vesting Commencement Date: [INSERT DATE] Number of Restricted Stock Units: [INSERT NUMBER] Vesting Schedule: Subject to any acceleration provisions contained in Section 3 of the Plan or set forth below, Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. [INSERT VESTING SCHEDULE]. By Participant's signature and the signature of the representative of Alector, Inc. (the "Company") below, Participant and the Company agree that accepting this Award of Restricted Stock Units (whether electronically or otherwise), Participant acknowledges and agrees to the following: 1. This Award is granted under and governed by the terms and conditions of this Award Agreement and the Plan. In the event of a conflict between the terms of the Plan and this Award Agreement, including the Terms terms of the Plan will prevail. Capitalized terms used and Conditions not defined in this Award Agreement and the Notice of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of Grant will have the meaning set forth in the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby further agrees to accept as binding, conclusive, and final all decisions or and interpretations of the Administrator upon (or its delegees) regarding any questions relating to this Award and the Plan. Participant should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan and the Award Agreement. Participant further agrees to notify the Company upon before taking any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents action related to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, INC. Signature Signature Print Name Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Plan. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This ...Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California. -37- Submitted by: Accepted by: PURCHASER ALECTOR, PURCHASER: FISKER INC. Signature Signature By Print Name Print Name Address: Title Date Received ALECTOR, -38- FISKER INC. 2019 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Fisker Inc. 2019 2020 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the Award Agreement (this "Award Agreement"). Participant: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number: Date of Grant: Vesting Commencement Date: Number of Restricted Stock Units: Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. -39- By Participant's signature and the signature of the representative of Alector, Fisker Inc. (the "Company") below, or by Participant otherwise accepting this Award, including through performance of services as an Employee, Director, or Independent Contractor and the Shares issuable upon vesting, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, Grant (including any country-specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, conclusive and final all decisions or interpretations of the Administrator upon on any questions relating to the Plan and the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, FISKER INC. Signature Signature Print Name By Print Name Title Address: -40- EXHIBIT A 32. TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. Grant. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units attached as Part I of this Award Agreement (the "Notice of Grant") "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 22 of the Plan, in the event of if there is a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall will prevail. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This ...Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California. Submitted by: Accepted by: PURCHASER ALECTOR, PURCHASER: DAVE, INC. Signature Signature By Print Name Print Name Address: Title Date Received ALECTOR, -2- EX-10.8 2 d193598dex108.htm EX-10.8 EX-10.8 Exhibit 10.8 DAVE, INC. 2019 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Inc. 2019 Equity Incentive Plan (the "Plan") will Participant Name: You have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the "Award Agreement"). Participant: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (the "Notice of Grant"), the Dave, Inc. 2021 Equity Incentive Plan (the "Plan") and the attached Restricted Stock Unit Agreement (which includes the Country-Specific Addendum, the "Award Agreement"), as set forth below. Unless otherwise defined herein, the terms used in this Award Agreement, as follows: Notice of Grant shall have the meanings defined in the Plan. Grant Number: Date of Grant: Vesting Commencement Date: Number of Restricted Stock Units: Vesting Schedule: Subject to any acceleration provisions contained in Section 3 of the Plan or set forth below, Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event If Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature terminate in accordance with Section 3 of the representative of Alector, Inc. (the "Company") below, Participant and the Company agree that Award Agreement. By accepting this Award of Restricted Stock Units (whether electronically or otherwise), Participant acknowledges and agrees to the following: 1. This Award is granted under and governed by the terms and conditions of this Award Agreement and the Plan. In the event of a conflict between the terms of the Plan and this Award Agreement, including the Terms terms of the Plan will prevail. Capitalized terms used and Conditions not defined in this Award Agreement and the Notice of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of Grant will have the meaning set forth in the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby further agrees to accept as binding, conclusive, and final all decisions or and interpretations of the Administrator upon (or its delegees) regarding any questions relating to this Award and the Plan. Participant should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan and the Award Agreement. Participant further agrees to notify the Company upon before taking any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents action related to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, INC. Signature Signature Print Name Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Plan. View More

Entire Agreement Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This Option Agree...ment agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: PURCHASER ALECTOR, AUDIENCE, INC. Signature Signature By Print Name Print Name Its Address: Title Date Received ALECTOR, AUDIENCE, INC. 2019 AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Audience, Inc. 2019 Amended and Restated 2011 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Grant of Restricted Stock Unit Grant (the "Notice of Grant"), the Grant") and Terms and Conditions of Restricted Stock Unit Grant Grant, attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, A (together, the "Award Agreement"). Participant: "Agreement"). NOTICE OF RESTRICTED STOCK GRANT Participant Name: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, Stock, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number: Number Date of Grant: Grant Vesting Commencement Date: Date Total Number of Restricted Stock Units: Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest and the Company's right to reacquire the Restricted Stock will lapse in accordance with the following schedule: [Twenty-five percent (25%) of the Shares of Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) twenty-five percent (25%) of the Shares of Restricted Stock Units will vest quarterly each year thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Alector, Audience, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, PARTICIPANT AUDIENCE, INC. Signature Signature Print Name By Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. Stock. The Company hereby grants to the individual (the "Participant") Participant named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") "Participant") under the Plan for past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock Units, Stock, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall will prevail. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This ...Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California. Submitted by: Accepted by: PURCHASER ALECTOR, PURCHASER: DAVE, INC. Signature Signature By Print Name Print Name Address: Title Date Received ALECTOR, -2- DAVE INC. 2019 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Inc. 2019 Equity Incentive Plan (the "Plan") will Participant Name: You have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the "Award Agreement"). Participant: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (the "Notice of Grant"), the Dave Inc. 2021 Equity Incentive Plan (the "Plan") and the attached Restricted Stock Unit Agreement (which includes the Country-Specific Addendum, the "Award Agreement"), as set forth below. Unless otherwise defined herein, the terms used in this Award Agreement, as follows: Notice of Grant shall have the meanings defined in the Plan. Grant Number: Date of Grant: Vesting Commencement Date: Number of Restricted Stock Units: Vesting Schedule: Subject to any acceleration provisions contained in Section 3 of the Plan or set forth below, Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event If Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature terminate in accordance with Section 3 of the representative of Alector, Inc. (the "Company") below, Participant and the Company agree that Award Agreement. By accepting this Award of Restricted Stock Units (whether electronically or otherwise), Participant acknowledges and agrees to the following: 1. This Award is granted under and governed by the terms and conditions of this Award Agreement and the Plan. In the event of a conflict between the terms of the Plan and this Award Agreement, including the Terms terms of the Plan will prevail. Capitalized terms used and Conditions not defined in this Award Agreement and the Notice of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of Grant will have the meaning set forth in the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby further agrees to accept as binding, conclusive, and final all decisions or and interpretations of the Administrator upon (or its delegees) regarding any questions relating to this Award and the Plan. Participant should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan and the Award Agreement. Participant further agrees to notify the Company upon before taking any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents action related to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, INC. Signature Signature Print Name Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Plan. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser -1- with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. T...his Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California. Submitted by: Accepted by: PURCHASER ALECTOR, PURCHASER: GETAROUND, INC. Signature Signature By Print Name Print Name Address: Title Date Received ALECTOR, -2- GETAROUND, INC. 2019 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Inc. 2019 Equity Incentive Plan (the "Plan") will You have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the "Award Agreement"). Participant: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant Notice, the Getaround, Inc. 2022 Equity Incentive Plan (the "Plan") and the attached Restricted Stock Unit Agreement (which includes the Country-Specific Addendum, the "Award Agreement"), as set forth below. Unless otherwise defined herein, the terms used in this Award Agreement, as follows: Restricted Stock Unit Grant Number: Notice shall have the meanings defined in the Plan. Grant Number Date of Grant: Grant Vesting Commencement Date: Date Number of Restricted Stock Units: Units Vesting Schedule: Subject to any acceleration provisions contained in Section 3 of the Plan or set forth below, Award Agreement, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] In the event If Participant ceases to be a Service Provider for any or no reason before Participant vests in the any Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature terminate in accordance with Section 3 of the representative of Alector, Inc. (the "Company") below, Participant and the Company agree that Award Agreement. By accepting this Award of Restricted Stock Units (whether electronically or otherwise), Participant acknowledges and agrees to the following: 1. This Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt Grant Notice, the Award Agreement and the Plan. In the event of a copy of conflict between the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions terms of the Plan and this Award Agreement. Restricted Stock Unit Grant Notice, the terms of the Plan will prevail. Capitalized terms used and not defined in this Restricted Stock Unit Grant Notice will have the meaning set forth in the Plan. Participant hereby further agrees to accept as binding, conclusive, and final all decisions or and interpretations of the Administrator upon (or its delegees) regarding any questions relating to this Award and the Plan. Participant should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan and the Award Agreement. Participant further agrees to notify the Company upon before taking any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents action related to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, INC. Signature Signature Print Name Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. Plan. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser -1- with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. T...his Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: PURCHASER ALECTOR, INC. PARTICIPANT Momentive Global Inc. Signature Signature By Print Name Print Name Its Address: Title Date Received ALECTOR, -2- MOMENTIVE GLOBAL INC. 2019 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNIT GRANT UNITS Unless otherwise defined herein, the terms defined in the Alector, Momentive Global Inc. 2019 2018 Equity Incentive Plan (the "Plan") will shall have the same defined meanings in this Restricted Stock Unit Award Agreement, which includes including the Notice of Grant of Restricted Stock Unit Grant Units (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant Grant, and any appendices and exhibits attached hereto as Exhibit A, and all other exhibits and appendices attached hereto thereto (all together, the "Award Agreement"). Participant: Name ("Participant): «Name» Address: «Address» The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number: Date of Grant: Grant «GrantDate» Vesting Commencement Date: Date «VCD» Number of Restricted Stock Units: Units «Shares» Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, vesting schedule, subject to Participant continuing to be a Service Provider through each on such date.] dates: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature Unless Participant contacts momentive.ai within 10 trading days following notification of the representative grant of Alector, Inc. (the "Company") below, the Award (by electronic means or otherwise) and rejects the Award of Restricted Stock Units and this Award Agreement, Participant shall be deemed to have (1) acknowledged receipt of a copy of the Plan, (2) represented that he or she is familiar with the terms and the Company agree that provisions thereof, (3) accepted this Award of Restricted Stock Units is granted under and governed by Award Agreement subject to all of the terms and conditions of the Plan and provisions hereof including those set forth in this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has paragraph, (4) reviewed the Plan and this Award Agreement in their entirety, has (5) had an opportunity to obtain the advice of counsel prior to executing rejecting or accepting this Award and the Award Agreement, (6) fully understood all provisions of this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees (7) agreed to accept as binding, conclusive, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to arising under the Plan or this Award Agreement, and the Award Agreement. Participant further agrees (8) agreed to notify the -1- Company upon any change in the residence address address, as indicated below. below or as otherwise on file with the Company. PARTICIPANT Momentive Global Inc. Signature By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, INC. Signature Signature «Name» Print Name Print Name Title Address: EXHIBIT A «Address» -2- MOMENTIVE GLOBAL INC. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant 1.Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units of this Award Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail. View More

Entire Agreement Governing Law. The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This ...Option Agreement agreement is governed by the internal substantive laws, but not the choice of law rules, of California. the State of Delaware. Submitted by: PURCHASER: Accepted by: PURCHASER ALECTOR, INC. ARCADIA BIOSCIENCES, INC Signature Signature By Print Name Print Name Title Address: Title Date Received ALECTOR, ARCADIA BIOSCIENCES, INC. 2019 2015 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Arcadia Biosciences, Inc. 2019 2015 Omnibus Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant Award Agreement (the "Notice of Grant"), the Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, and all other exhibits and appendices attached hereto (all together, the "Award Agreement"). Participant: I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: The undersigned Participant has You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number: Number Date of Grant: Grant Vesting Commencement Date: Date Number of Restricted Stock Units: Units Vesting Schedule: Subject to Section 3 of the Award Agreement and any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units Unit will vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will vest on the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) of the Restricted Stock Units will vest quarterly thereafter on the same day as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.] [insert vesting schedule] In the event Participant ceases to be a Service Provider (or gives or is given notice of such termination) for any or no reason before Participant vests in the Restricted Stock Units, Unit, the Restricted Stock Units Unit and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Alector, Arcadia Biosciences, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, Grant (including any country-specific addendum thereto), attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award Agreement. Participant further agrees to promptly notify the Company in writing upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, ARCADIA BIOSCIENCES, INC. Signature Signature Print Name By Print Name Title Residence Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. Grant. The Company hereby grants to the individual (the "Participant") named in the Notice of Grant of Restricted Stock Units attached as Part I of this Award Agreement (the "Notice of Grant") "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) 13 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall will prevail. View More

Entire Agreement Governing Law. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This Option Agree...ment is governed by the internal substantive laws, but not the choice of law rules, of California. Submitted by: Accepted by: PURCHASER ALECTOR, AURORA INNOVATION, INC. Signature Signature Print Name Print Name Address: Title Date Received ALECTOR, AURORA INNOVATION, INC. 2019 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Alector, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this This Restricted Stock Unit Agreement, which Agreement includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant"), Grant, the Terms and Conditions of Restricted Stock Unit Grant Grant, attached hereto as Exhibit A, and all other exhibits and appendices attached hereto thereto (all together, the "Award "RSU Agreement"). Capitalized terms not otherwise defined in the RSU Agreement shall have the meaning ascribed to such terms in the Aurora Innovation, Inc. 2021 Equity Incentive Plan (the "Plan"). NOTICE OF RESTRICTED STOCK UNIT GRANT Participant: Address: The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award RSU Agreement, as follows: Grant Number: Date of Grant: Vesting Commencement Date: Number of Restricted Stock Units: Each vested Restricted Stock Unit represents the right to receive one Share. Vesting Schedule: Subject to any acceleration provisions contained accelerated vesting as set forth below or in the Plan or set forth below, Plan, the Restricted Stock Units will be scheduled to vest in accordance with the following schedule: [Twenty-five percent (25%) of the Restricted Stock Units will be scheduled to vest on the first Quarterly Vesting Date following the one (1) year anniversary of the Vesting Commencement Date, and one sixteenth (1/16th) six and one-quarter percent (6.25%) of the Restricted Stock Units will be scheduled to vest quarterly thereafter on each of the same day as the twelve Quarterly Vesting Commencement Date, Dates thereafter, subject to Participant continuing to be a Service Provider through each such date.] date and rounding down to the nearest whole Share. A "Quarterly Vesting Date" is the first trading day on or after each of February 20, May 20, August 20 and November 20.] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Alector, Aurora Innovation, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award RSU Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Award RSU Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award RSU Agreement, and fully understands all provisions of the Plan and this Award RSU Agreement. 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 the Award RSU Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. By accepting this Award Agreement, Participant expressly consents to the sale of Shares to cover the Tax Withholding Obligations (as defined in the Terms and Conditions of Restricted Stock Unit Grant) arising from the Restricted Stock Units and any associated broker or other fees and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator's express written consent. PARTICIPANT: ALECTOR, PARTICIPANT AURORA INNOVATION, INC. Signature Signature Print Name Print Name Title Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") ("Participant") named in the Notice of Grant of Restricted Stock Units of this Award RSU Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award RSU Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award RSU Agreement, the terms and conditions of the Plan shall will prevail. View More