Facebook 2014 Annual Report Download - page 96

provisions, and (iii) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and
the Notice.
8.
Entire Agreement; Enforcement of Rights.
This Agreement, the Plan and the Notice constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior
discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are
superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall
not be construed as a waiver of any rights of such party.
9.
Compliance with Laws and Regulations.
The issuance of Shares will be subject to and conditioned upon compliance by the
Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock
exchange or automated quotation system on which the Company’
s Common Stock may be listed or quoted at the time of such issuance or
transfer.
10.
Governing Law; Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable
law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and
enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this
Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law.
11. 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, for any reason, with or without
cause.
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. Participant has
reviewed the Plan, the Notice and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement, and fully understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the
Notice and this Agreement. Participant further agrees to notify the Company upon any change in Participant’
s residence address. By
acceptance of this RSU, Participant consents to the electronic delivery of the Notice, this RSU Agreement, the Plan, account statements,
Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents
that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or
other communications or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or
the internet site of a third party involved in administering the Plan, the delivery of the document via e-
mail or such other delivery
determined at the Company’s discretion.