Google 2015 Annual Report Download - page 116

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4
the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(“Section 409A”); provided, however that the Company makes no representations that the GSUs will
be exempt from, or will comply with, the requirements of Section 409A.
8. Binding Agreement. Subject to the limitation on the transferability of the GSUs
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.
9. Additional Conditions to Issuance of Shares of Capital Stock. Alphabet shall not be
required to issue any shares of Capital Stock hereunder prior to fulfillment of all the following
conditions: (a) the completion of any registration or other qualification of such shares of Capital
Stock under any federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body, or under any stock exchange on
which the shares of Capital Stock are listed for trading, which the Committee shall, in its absolute
discretion, deem necessary or advisable; (b) the obtaining of any approval or other clearance from
any federal or state governmental agency, which the Committee shall, in its absolute discretion,
determine to be necessary or advisable; and (c) the lapse of such reasonable period of time not to
exceed thirty (30) days following the applicable vesting date of any portion of the GSUs as the
Committee may establish from time to time for reasons of administrative convenience.
10. Plan Governs. This Agreement is subject in all respects to all terms and provisions of
the Plan and the Plan document is hereby incorporated into this Agreement. In the event of a
conflict between one or more provisions of this Agreement and one or more provisions of the Plan,
the provisions of the Plan will control.
11. Policy Against Insider Trading. By accepting the GSUs, the Participant
acknowledges that (a) a copy of Alphabet’s Policy Against Insider Trading (the “Trading Policy”)
has been made available to the Participant, (b) the Participant has had an opportunity to review the
Trading Policy and (c) the Participant is bound by all the terms and conditions of the Trading Policy.
12. Committee Authority. The Committee has full discretionary authority to administer
the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan
and this Agreement and to adopt and amend from time to time such rules and regulations for the
administration of the Plan as the Committee may deem necessary or appropriate. All actions taken
and all interpretations and determinations made by the Committee will be final and binding upon the
Participant, the Company and all other interested persons.
13. Captions. Captions provided herein are for convenience only and shall not affect the
scope, meaning, intent or interpretation of the provisions of this Agreement.
14. Severability. In the event that any provision in this Agreement is held to be invalid or
unenforceable for any reason, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.
15. Governing Law. This Agreement shall be construed and administered in accordance
with the laws of the State of New York without regard to its conflict of law principles.
16. Section 409A Compliance. It is intended that the Plan and the Agreement comply
with, or be exempt from, the requirements of Section 409A and any related guidance promulgated