Facebook 2014 Annual Report Download - page 106

Israel
Sub-Plan for Israeli Participants
Your RSUs are granted under the Sub-Plan for Israeli Participants (the “Israeli Sub-Plan”), which is considered part of the
Plan. The terms used herein shall have the meaning ascribed to them in the Plan or Israeli Sub-Plan. In the event of any
conflict, whether explicit or implied, between the provision of this Agreement and the Israeli Sub-Plan, the provisions set out
in the Israeli Sub-Plan shall prevail. By accepting this grant, you acknowledge that a copy of the Israeli Sub-Plan has been
provided to you. The Israeli Sub-Plan may also be obtained by contacting [email protected]m.
Further Acknowledgement
The following language shall be read in continuation to Section 7 of the Agreement:
Participant also (iii) declares that she/he is familiar with Section 102 and the regulations and rules promulgated thereunder,
including without limitations the provisions of the tax route applicable to the RSUs, and agrees to comply with such
provisions, as amended from time to time, provided that if such terms are not met, Section 102 may not apply, and (iv) agrees
to the terms and conditions of the trust deed signed between the Trustee and the Company and/or the applicable Subsidiary,
which is available for the Participant’s review, during normal working hours, at Company’s offices, (v) acknowledges that
releasing the RSUs and Shares from the control of the Trustee prior to the termination of the Holding Period constitutes a
violation of the terms of Section 102 and agrees to bear the relevant sanctions, (vi) authorizes the Company and/or the
applicable Subsidiary to provide the Trustee with any information required for the purpose of administering the Plan
including executing its obligations under the Ordinance, the trust deed and the trust agreement, including without limitation
information about his/her RSUs, Shares, income tax rates, salary bank account, contact details and identification number,
(vii) declares that he/she is a resident of the State of Israel for tax purposes on the grant date and agrees to notify the
Company upon any change in the residence address indicated above and acknowledges that if his/her engagement with the
Company or Subsidiary is terminated and he/she is no longer employed by the Company or any Subsidiary, the RSUs and
Shares shall remain subject to Section 102, the trust agreement, the Plan and this Agreement; (viii) understands and agrees
that if he/she ceases to be employed or engaged by an Israeli resident Subsidiary but remains employed by the Company or
any Subsidiary thereof, all unvested RSUs shall be forfeited to the Company with all rights of the Participant to such RSUs
immediately terminating prior to his/her termination of employment or services, and any Shares already issued upon the
previous vesting of RSUs shall remain subject to Section 102, the trust agreement, the Plan and this Agreement; (ix) warrants
and undertakes that at the time of grant of the RSUs herein, or as a consequence of the grant, the Participant is not and will
not become a holder of a “controlling interest”
in the Company, as such term is defined in Section 32(9) of the Ordinance, (x)
the grant of RSUs is conditioned upon the Participant signing all documents requested by the Company or the Trustee.
Section 102 Capital Gains Trustee Route
The RSUs are intended to be subject to the Capital Gains Route under Section 102 of the Ordinance, subject to you
consenting to the requirements of such tax route by accepting the terms of this agreement and the grant of RSUs, and subject
further to the compliance with all the terms and conditions of such tax route. Under the Capital Gains Route tax is only due
upon sale of the Shares or upon release of the Shares from the holding or control of the Trustee.
Trustee Arrangement
The RSUs, the Shares issued upon vesting and/or any additional rights, including without limitation any right to receive any
dividends or any shares received as a result of an adjustment made under the Plan that may be granted in connection with the
RSUs (the “Additional Rights”), shall be issued to or controlled by the Trustee for the benefit of the Participant under the
provisions of the 102 Capital Gains Route and will be controlled by the Trustee for at least the period stated in Section 102 of
the Ordinance and the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763-2003 (the “Rules”). In the
event the RSUs do not meet the requirements of Section 102 of the Ordinance, such RSUs and the underlying Shares shall
not qualify for the favorable tax treatment under Section 102 of the Ordinance. The Company makes no representations or
guarantees that the RSUs will qualify for favorable tax treatment and will not be liable or responsible if favorable tax
treatment is not available under Section102 of the Ordinance. Any fees associated with any exercise, sale, transfer or any act
in relation to the RSUs shall be borne by the Participant and the Trustee and/or the Company and/or any Subsidiary shall be
entitled to withhold or deduct such fees from payments otherwise due to you from the Company or a Subsidiary or the
Trustee.
Restrictions on Sale
In accordance with the requirements of Section 102 of the Ordinance and the Capital Gains Route, the Participant shall not
sell nor transfer the Shares or Additional Rights from the Trustee until the end of the required Holding Period.
Notwithstanding the above, if any such sale or transfer occurs before the end of the required Holding Period, the sanctions
under Section 102 shall apply to and shall be borne by the Participant.
Tax Treatment
The following language supplements Section 6 of the Agreement:
The RSUs are intended to be taxed in accordance with Section 102, subject to full and complete compliance with the terms of
Section 102. Participants with dual residency for tax purposes may be subject to taxation in several jurisdictions.
Any Tax imposed in respect of the RSUs and/or Shares, including, but not limited to, the grant of RSUs, and/or the vesting,
transfer, waiver, or expiration of RSUs and/or Shares, and/or the sale of Shares, shall be borne solely by the Participant, and
in the event of death, by the Participant's heirs. The Company, any Subsidiary, the Trustee or anyone on their behalf shall not
be required to bear the aforementioned Taxes, directly or indirectly, nor shall they be required to gross up such Tax in the
Participant's salaries or remuneration. The applicable Tax shall be withheld from the proceeds of sale of Shares or shall be
paid to the Company or a Subsidiary or the Trustee by the Participant. Without derogating from the aforementioned, the