Facebook 2014 Annual Report Download - page 99

read and is familiar with their 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commitments or negotiations concerning the purchase of the Shares hereunder are superseded.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.
Data Protection
. In order to enable the Company to properly administer the Plan and the RSUs received by the Participant pursuant
to the Plan, Participant hereby gives explicit consent to the Company, any Subsidiary or Parent of the Company, and/or any delegates to
collect and process (electronically or otherwise) personal data, including sensitive and financial data, about himself or herself necessary to
administer the Plan and RSUs received by Participant pursuant to the Plan. Such data may include, but is not limited to, Participant's name,
work authorization, government or tax identification number, date of birth, beneficiaries' contact information, RSU grant history, and
compensation information. Participant also hereby gives explicit consent to the Company and related entities to transfer (electronically or
otherwise) any such data outside the country in which Participant is living or employed (including to the United States), as well as to third-
party providers (in Participant’
s home country or the United States or other countries) of legal, tax, benefits, administration or other
services to the Company, related entities, or employees. The legal person for whom such personal data is intended to be used is the
Company and/or its related entities. Participant further understands that the Company and/or its Subsidiary or Parent may report
information regarding the Participant and/or the RSU to tax authorities or other governmental agencies as may be required to comply with
applicable laws.
10. 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 national or local 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. Furthermore, Participant understands that the applicable laws of the country and/or state or province in which Participant is living
or working at the time of grant, vesting and/or settlement of the RSUs and/or disposition of the Shares received thereunder (including any
rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of the RSUs
and/or disposition of the Shares received thereunder or may subject Participant to additional procedural or regulatory requirements
Participant is solely responsible for and will have to independently fulfill in relation to the RSUs or ownership or sale of Shares or in order
to otherwise receive any benefit under this RSU. Such local requirements may be outlined in but are not limited to the country-
specific
Addendum attached hereto.
11. Addendum and Additional Requirements .
Notwithstanding any provisions in the Plan, the Notice or this Agreement, the RSUs
and any Shares to be issued thereunder shall be subject to the terms and conditions set forth in the country-
specific Addendum that may
apply due to Participant’
s country of residence or work upon grant, vesting or settlement of RSUs or the disposition of Shares received
thereunder or upon Participant’
s relocation to another country. Moreover, the Company reserves the right to impose other requirements in
relation to Participant’
s participation in the Plan to the extent necessary or advisable in order to comply with applicable laws or facilitate
the administration of the Plan or this Agreement and to require Participant to sign any additional agreements or undertakings that may be
necessary or advisable to accomplish the foregoing.
12. 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. For
purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice and this Agreement, the parties hereby
submit and consent to litigation in the exclusive jurisdiction of the State of California