Facebook 2014 Annual Report Download - page 100

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and agree that any such litigation shall be conducted only in the courts of California or the federal courts of the United States for the
Northern District of California and no other courts.
13.
No Rights as Employee, Director or Consultant
. Nothing in this Agreement shall affect in any manner whatsoever the right or
power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant
’
s service, in accordance with applicable laws,
which may provide for the termination of Participant’s service for any reason, with or without cause.
14.
Discretionary and Voluntary Notice of Grant . In accepting the award of RSUs, Participant acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be unilaterally modified,
amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants
of RSUs or other Awards, or benefits in lieu of RSUs, even if RSUs have been awarded repeatedly in the past;
(c) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the Plan;
(e) the RSUs and any Shares acquired under the Plan are an extraordinary item that do not constitute compensation of any kind
for services of any kind rendered to the employer, the Company or any Subsidiary or Parent of the Company and are outside the scope of
Participant’s employment or service contract, if any;
(f) the RSUs and any Shares acquired under the Plan are not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculation of any severance, resignation, termination, redundancy, 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 employer, the Company or any Subsidiary or Parent;
(g) in the event that Participant is not an Employee of the Company, the RSUs and Participant’
s participation in the Plan will not
be interpreted to form an employment or service contract or relationship with the Company; and, furthermore, the RSUs and Participant’
s
participation in the Plan will not be interpreted to form an employment or service contract or relationship with any Subsidiary or affiliate
of the Company;
(h) the future value of the underlying Shares to be issued when the RSUs vest or are settled, if any, is unknown and cannot be
predicted with certainty, and the Company is not liable for any decrease in the value of such RSUs or Shares nor for any foreign exchange
fluctuations between Participant’
s local currency and the United States Dollar that may affect the value of any benefit Participant may
receive in relation to the RSUs or the Shares received thereunder; and
(i) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of
the RSUs or from any diminution in value of the RSUs or the Shares acquired upon vesting or settlement of the RSUs, and Participant
irrevocably releases the employer, the Company and any Subsidiary or Parent 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, then, by signing the Notice, Participant shall be
deemed irrevocably to have waived his or her entitlement to pursue such claim.
By Participant’
s acceptance (whether in writing, electronically or otherwise) of the Notice, Participant and the Company agree that
this RSU is granted under and governed by the terms and conditions of the Plan, the Notice and this Agreement. To the extent Participant
has been provided with a copy of the Notice, the Plan, this Agreement or any other documents relating to the RSU in an language other
than English, the English language documents will