Google 2015 Annual Report Download - page 115

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(ii) If the Participant is a Section 16 Person at the time that the GSUs, or a portion
thereof, are settled, then the Committee shall, pursuant to such procedures as it may specify from
time to time, withhold a number of shares of Capital Stock otherwise issuable upon settlement of the
GSUs, or portion thereof, having an aggregate Fair Market Value sufficient to satisfy the federal,
state and local withholding tax requirements attributable to the GSUs, or such portion thereof, but
not greater than the withholding obligations, as determined by the Committee in its discretion;
provided, that, the Committee hereby reserves the discretion to amend this Agreement by notice to
the Participant and without obtaining the Participant’s consent, to allow the Committee to use any
one or more methods permitted by the Plan to satisfy the federal, state and local withholding tax
requirements attributable to the GSUs, or portion thereof, being settled.
(iii) No fractional shares of Capital Stock shall be issued under this Agreement and all
fractional shares will be rounded down to the nearest whole share with a cash payment in respect
thereof.
4. Rights as Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a stockholder of Alphabet in
respect of any shares of Capital Stock deliverable pursuant to the GSUs unless and until such shares
of Capital Stock have been issued on the records of Alphabet or its transfer agents or registrars.
After such issuance, the Participant will have all the rights as a stockholder of Alphabet with respect
to such shares of Capital Stock.
5. No Special Employment Rights; No Right to Future Awards. Nothing contained in
this Agreement shall confer upon the Participant any right with respect to the continuation of his or
her employment by, or service to, the Company or interfere in any way with the right of the
Company at any time to terminate such employment or service or to increase or decrease the
compensation of the Participant from the rate in existence at the Grant Date. The grant of the GSUs
is at the sole discretion of Alphabet and does not create any contractual or other right to receive
future awards of GSUs, or benefits in lieu of GSUs, even if GSUs have been awarded to the
Participant repeatedly in the past.
6. GSUs Not Transferable. Except to the limited extent provided in Section 1(b) above,
the GSUs and the rights and privileges conferred hereby may not be transferred, assigned, pledged or
hypothecated in any way by the Participant (whether by operation of law or otherwise) and may not
be subject to sale under execution, attachment or similar process. Any attempt by the Participant to
transfer, assign, pledge, hypothecate or otherwise transfer the GSUs, or any right or privilege
conferred hereby, and any attempted sale under any execution, attachment or similar process, shall
be void and unenforceable against the Company.
7. Modification; Entire Agreement; Waiver. No modification of any provision of this
Agreement which reduces the Participant’s rights hereunder will be valid unless the same is agreed
to in writing by the parties hereto. This Agreement, including the Appendix and the GSU Details,
together with the Plan, represent the entire agreement between the parties with respect to the GSUs.
The failure of Alphabet to enforce at any time any provision of this Agreement will in no way be
construed to be a waiver of such provision or of any other provision hereof. Alphabet reserves the
right, however, to the extent Alphabet deems necessary or advisable in its sole discretion, to
unilaterally alter or modify the terms of the GSUs set forth in this Agreement in order to ensure that
the GSUs either qualify for exemption from, or comply with, the requirements of Section 409A of