UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2021
ROKU, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38211 | 26-2087865 | ||
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
1155 Coleman Avenue San Jose, California |
95110 |
|||
(Address of Principal Executive Offices) | (Zip Code) |
(408) 556-9040
(Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: |
Trading
|
Name of Exchange
|
||
Class A Common Stock, $0.0001 par value | “ROKU” | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 28, 2021, the Compensation Committee of the Board of Directors of Roku, Inc. approved the terms of an Executive Supplemental Stock Option Program (the “Program”), whereby our executive officers may elect on an annual basis to reduce their annual base salary for a given calendar year in exchange for a series of monthly grants of fully vested non-statutory stock options under our 2017 Equity Incentive Plan (the “Plan”). The Program will be effective commencing calendar year 2022, and will remain in effect until modified or revoked by the Board of Directors or the Compensation Committee. An executive officer may elect to participate in the Program pursuant to an Executive Supplemental Stock Option Program Enrollment Form, which must be completed during the last open trading window in the calendar year immediately preceding the calendar year for which such election is made. An executive officer may not change his or her election amount once the deadline for enrollment has passed. An executive officer may not withdraw from the Program, unless: (i) the withdrawal is during an open trading window, (ii) the executive officer is not otherwise in possession of material, non-public information, and (iii) such withdrawal is due to an unforeseeable emergency. If an executive officer withdraws, the executive officer will not be able to re-enroll in the Program for such calendar year, and must wait until the next enrollment period to enroll for the next calendar year.
The number of options granted will be determined based on the following formula: (i) the monthly dollar amount by which the executive officer has elected to reduce their annual base salary divided by (ii) the quotient of (x) the closing price of our Class A common stock as reported by The Nasdaq Global Select Market on the date of grant (the “Fair Market Value”) and (y) a factor intended to result in such quotient approximating a Black-Scholes value (the “Stock Option Ratio”), with the Stock Option Ratio in effect during a given calendar year as determined by the Board of Directors or the Compensation Committee from time to time. For example, if an executive officer elects to reduce his or her annual base salary by $20,000 per month and the Fair Market Value is $50.00, then the executive officer will be granted an option to purchase the number of shares of our Class A common stock equal to: (i) $20,000 divided by (ii) the quotient of (x) $50.00 divided by (y) the Stock Option Ratio, rounded down to the nearest whole share. The Compensation Committee reserves the right and intends to review and possibly adjust the Stock Option Ratio on an annual basis, prior to the annual acceptance of Executive Supplemental Stock Option Program Enrollment Form.
Each monthly grant will be made on the first trading day of the month (contingent upon the executive officer’s continued service as of that date), will be fully vested on the grant date and will have an exercise price equal to the Fair Market Value. The options will be subject to the terms and conditions of the Plan and will be administered on a non-discretionary basis without further action by the Compensation Committee. These stock options will be exercisable for up to ten years following the date of grant regardless of the employment status of the officer.
The Executive Supplemental Stock Option Program Enrollment Form and the form of stock option grant notice and agreement substantially in the form of those to be used in connection with the Program are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The foregoing description does not purport to be complete and is qualified in its entirety by the terms of the exhibits.
Item 9.01 |
Financial Statement and Exhibits. |
(d) |
Exhibits. |
Exhibit
Number |
Description |
|
10.1 | Executive Supplemental Stock Option Program Enrollment Form | |
10.2 | Form of Option Grant Package (Executive Supplemental Option Program) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2021 |
Roku, Inc. |
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By: |
/s/ Steve Louden |
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Steve Louden Chief Financial Officer |
Exhibit 10.1
|
«Employee_Name» |
EXECUTIVE SUPPLEMENTAL STOCK OPTION PROGRAM
[ ]1 ENROLLMENT FORM
Date: [ ]2
Roku, Inc. (Roku) believes in providing its employees at the level of CEO and Senior Vice President (SVP) (each, an Executive) with a choice as to how their compensation is structured. For calendar year [ ]3, Roku is offering you the opportunity to enroll in the Executive Supplemental Stock Option Program (the Program) pursuant to which you can elect to reduce your Eligible Cash Compensation (as noted below and as defined on Appendix A) in exchange for the grant of vested stock options under Rokus 2017 Equity Incentive Plan (the 2017 Plan).
The terms and conditions of the Program are described in Appendix A to this Enrollment Form. A general summary of the terms of stock options is included in Appendix B. Such summary is meant to be general only. It is ultimately your responsibility to review the terms of your stock options as set forth in the 2017 Plan and the applicable stock option notice(s) and agreement(s). If there is a difference between the terms of this Enrollment Form, including its appendices, and the 2017 Plan or the applicable stock option notice(s) and agreement(s), the 2017 Plan and the applicable stock option notice(s) and agreement(s) will govern. It is ultimately your responsibility to consult your personal tax or financial planning advisor about the tax and financial consequences of your election.
To enroll in the Program, please check the applicable box below and enter a dollar value of your Eligible Cash Compensation that will be reduced in exchange for stock option grants.
Annual Cash Compensation: | «Annual_Cash_Amount» | |
Eligible Cash Compensation: | «Eligible_Cash_Comp_Amount» |
☐ |
I hereby enroll in the Program and elect to reduce my Eligible Cash Compensation by $ (the Stock Option Allocation Amount) in exchange for the grant of stock options pursuant to the terms of the Program. |
☐ |
I hereby elect not to enroll in the Program. |
Your election is irrevocable following the Deadline (as defined below), except as otherwise expressly provided in Appendix A to this Enrollment Form.
Please return the signed Enrollment Form to Stock Administration at Roku by no later than 1:00 pm PST on [Day of the Week], [Month] [Day], [Year]4 (the Deadline). Your failure to return the signed Enrollment Form by the Deadline will be treated by Roku as your election not to enroll in the Program (i.e., your Annual Cash Compensation will not be reduced in exchange for the grant of stock options).
1 |
Insert applicable Program year. |
2 |
Insert distribution date (which will in any event be prior to the Deadline). |
3 |
Insert applicable Program year. |
4 |
Insert deadline to return Enrollment Form (generally late November of the calendar year immediately preceding the applicable Program year, but in no event later than December 31 of the calendar year immediately preceding the applicable Program year). |
BY SIGNING BELOW, I AGREE TO THE TERMS OF THE PROGRAM AS SET FORTH IN THIS ENROLLMENT FORM, INCLUDING THE TERMS IN APPENDIX A AND APPENDIX B TO THIS ENROLLMENT FORM. I ACKNOWLEDGE AND AGREE THAT MY ELECTION IS IRREVOCABLE FOLLOWING THE DEADLINE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN APPENDIX A TO THIS ENROLLMENT FORM.
ACCEPTED AND AGREED:
«EMPLOYEE_NAME»
DATE
2
Appendix A
Terms and Conditions of the Executive Supplemental Stock Option Program
This Appendix A, which is part of the Enrollment Form, contains the terms and conditions of your participation in the Program. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the 2017 Plan.
Eligible Cash Compensation and Impact of Enrollment
If you enroll in the Program, the dollar amount of your Eligible Cash Compensation will be reduced by an amount you elect (the Stock Option Allocation Amount) in exchange for the grant of vested stock options on a monthly basis. Your Eligible Cash Compensation is your gross annualized base salary expected to be paid in calendar year [ ]5 (your Annual Cash Compensation) less $[ ]6. In other words, you must take a minimum of $[ ]7 in annual base salary (payable in the amount of $[ ]8 each bi-weekly payroll period, less applicable taxes and deductions). Eligible Cash Compensation does not include any bonus payments, reimbursement for expenses or other one time and/or extraordinary cash or other compensatory payments.
Your enrollment in the Program will reduce the amount of your gross, before-tax, Annual Cash Compensation by the amount of your Stock Option Allocation Amount, resulting in an amount we refer to as your Adjusted Annual Cash Compensation. The bi-weekly pay period portion of the Stock Option Allocation Amount you select will not be deducted from each paycheck and will not appear as a line-item on your paystub.
For example, if your annual base salary is $500,000 and you elect a Stock Option Allocation Amount of $[ ]9 ($500,000 - $[ ]10):
Annual Cash Compensation: $500,000
Eligible Cash Compensation: $[ ]11
Stock Option Allocation Amount: $[ ]12
Adjusted Annual Cash Compensation: $[ ]13
Any Roku benefits that are normally determined based on your Annual Cash Compensation and/or deducted from each pay period will now be determined based on your Adjusted Annual Cash Compensation. For example, if you participate in Rokus 401(k) plan, the calculation of your percentage of annual salary deferred under the 401(k) plan will be based on your Adjusted Annual Cash Compensation paid out in bi-weekly salary payments (in the example above, the 401k contribution would be calculated on $[ ]14). If you then elect to have 5% of your gross, before-tax annual salary deferred under the 401(k) plan, the 5% contribution rate
5 |
Insert applicable Program year. |
6 |
Insert applicable Program year minimum salary. |
7 |
Insert applicable Program year minimum salary. |
8 |
Insert applicable Program year minimum salary, divided into bi-weekly installments. |
9 |
Insert the difference between (i) $500,000 and (ii) the applicable Program year minimum salary. |
10 |
Insert applicable Program year minimum salary. |
11 |
Insert the difference between (i) $500,000 and (ii) the applicable Program year minimum salary. |
12 |
Insert the difference between (i) $500,000 and (ii) the applicable Program year minimum salary. |
13 |
Insert applicable Program year minimum salary. |
14 |
Insert applicable Program year minimum salary. |
A-1
would be based on the Adjusted Annual Cash Compensation of $[ ]15. The result would be that $[ ]16 rather than $25,000 (or such lesser amount up to the applicable 401(k) maximum annual contribution) would be deferred on a pre-tax basis under the 401(k) plan for [ ]17.
If you receive an Annual Cash Compensation increase during [ ]18, that increase will be paid to you in addition to your Adjusted Annual Cash Compensation; it will not be added to your Eligible Cash Compensation under the Program. The amount you are electing for your Stock Option Allocation Amount is a flat amount that will not change for the Program year.
In addition, you should be aware of the impact to your take home pay on any benefit plan premiums you pay from each paycheck. The amount of Eligible Cash Compensation you direct to the Program (your Stock Option Allocation Amount) also will not be considered when calculating your life insurance, short-term disability, long-term disability, and workers compensation benefits. So please be sure to take all of this into account when determining your Stock Option Allocation Amount.
For purposes of Rokus Amended and Restated Severance Benefit Plan, the term Monthly Base Salary will be determined based on your Annual Cash Compensation before reduction for your election under the Program.
Option Grants
Nonstatutory Stock Options (NSOs) will be granted on the first trading day of the month following the month of your salary reduction. At the end of each month, we will calculate the amount of the monthly portion of your Stock Option Allocation Amount and convert that into a number of NSOs determined under the formula set forth below. NSOs will be fully vested when granted.
Process for Converting Monthly Portion of Stock Option Allocation Amount to Options:
(Stock Option Allocation Amount ÷ 12) ÷ (Closing Price on Date of Grant ÷ [ ])19
15 |
Insert applicable Program year minimum salary. |
16 |
Insert the product of (i) the applicable Program year minimum salary times (ii) 5%. |
17 |
Insert applicable Program year. |
18 |
Insert applicable Program year. |
19 |
The following table reflects 2022 Program year data. The table will be updated for each Program year to reflect the applicable Program year minimum salary (and related sample calculations tied to the minimum salary), sample grant date, sample closing price and the stock option ratio that may be approved by the Compensation Committee from time to time. |
A-2
Example of Executive Supplemental Stock Option Program |
Notes |
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Annual Cash Compensation Amount |
$ | 500,000 | Base salary before election | |||||
Annual Gross Cash Payroll Amount |
$ | 62,400 | Minimum annual cash (paycheck) | |||||
Annual Stock Option Allocation Amount |
$ | 437,600 | Employee Election to Annual Stock Option Allocation (stock options) | |||||
Monthly Stock Option Allocation Amount |
$ | 36,467 | ($437,600 ÷ 12) | |||||
Grant Date |
February 1, 2022 | First trading day of the month | ||||||
Closing Price on Grant Date |
$ | 150.0000 | Hypothetical ROKU Fair Market Value on Grant Date | |||||
[*] Used for Calculation |
TBD | ($150 ÷ [*]) * ratio is used to calculate stock option shares; approximately the black-scholes rate Roku applies to stock options (1 ÷ ratio%) | ||||||
Monthly Grant Calculation |
TBD | (Monthly + Carryover ÷ TBD) | ||||||
Grant Details |
Fully Vested on Date of Grant | |||||||
Grant Date |
February 1, 2022 | First trading day of the month | ||||||
Grant Price |
$ | 150.0000 | Hypothetical ROKU Fair Market Value on Grant Date | |||||
Fully Vested Shares Granted |
TBD | Monthly Grant of NSO | ||||||
Fractional share |
TBD | |||||||
Carryover to next month |
TBD | Dollar amount less than one full share | ||||||
Stock Option Expiration |
January 31, 2032 | 10 years minus one day |
Example of Executive Supplemental Stock Option Program Annual Cash Compensation Amount $500,000 Annual Gross Cash Payroll Amount $62,400 Annual Stock Option Allocation Amount $437,600 Monthly Stock Option Allocation Amount $36,467 Grant Date February 1, 2022 Closing Price on Grant Date $150.0000 2.8 Used for Calculation $53.5714 Monthly Grant Calculation 680.71 Grant Details Grant Date February 1, 2022 Grant Price $150.0000 Fully Vested Shares Granted 680 Fractional share 0.71 Carryover to next month $38.10 Stock Option Expiration January 31, 2032 Notes Base salary before election Minimum annual cash (paycheck) Employee Election to Annual Stock Option Allocation (stock options) ($437,600 ÷ 12) First trading day of the month Hypothetical ROKU Fair Market Value on Grant Date ($150 ÷ 2.8) 2.8 is used to calculate stock option shares; approximately the black-scholes rate Roku applies to stock options ($36,467 ÷ $53.5714) Fully Vested on Date of Grant First trading day of the month Hypothetical ROKU Fair Market Value on Grant Date Monthly Grant of NSO ($53.5714 x 0.71) Dollar amount less than one full share 10 years minus one day
Roku will not grant NSOs for a fractional share so the actual number of NSOs to be granted will be rounded down to the nearest whole share. The remaining dollar amount will be carried over to the next month and added to the amount of the monthly portion of Stock Option Allocation Amount for purposes of the option grant to be made for that month. Any Stock Option Allocation Amount not applied to the grant of an NSO due to the fractional share limitation by the end of [ ]20 will be refunded to you during the second regular payroll period in January [ ]21.
Modifications and Withdrawal
Except as otherwise provided in this section, your election is irrevocable following the Deadline. After the Deadline, you will not be able to change your election amount. You will remain enrolled in the Program for all of calendar year [ ]22 unless (i) the withdrawal is during an open trading window, (ii) you are not otherwise in possession of material, non-public information, and (iii) such withdrawal is due to an unforeseeable emergency, as such term is used in Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations thereunder (Section 409A). In the case of an unforeseeable emergency, such withdrawal will take effect only to the extent necessary to satisfy the unforeseeable emergency, and any reference to a withdrawal in the Program will be deemed to mean a withdrawal only to such extent. If you withdraw from the Program, you will not be able to re-enroll in the Program for calendar year [ ]23. Your withdrawal from the Program will be effective beginning on the first payroll period in the month after you notify Roku of your withdrawal. For example, if you notify Roku of your intent to withdraw from the Program in June during the open trading window, the monthly portion of your Stock Option Allocation Amount will still apply for the month of June followed by a grant of NSOs on the first trading day of July. Then, beginning with the first payroll period in July you will receive your prorated bi-weekly salary less applicable taxes and deductions (based on the reduced amount due to the unforeseeable emergency), plus any amount of cash from a fractional share carryover from a prior month.
20 |
Insert applicable Program year. |
21 |
Insert the year immediately following the applicable Program year. |
22 |
Insert applicable Program year. |
23 |
Insert applicable Program year. |
A-3
If you elect to participate in the Program and, during the course of calendar year [ ]24 you: (i) move outside of the United States, (ii) are no longer on Rokus payroll in the United States, or (iii) no longer have the title CEO or SVP, you will no longer be eligible to participate in the Program and will be automatically withdrawn as of the date of such change in status. Your withdrawal will become effective as of the first payroll period in the month after the change in your status. For example, if you are no longer eligible to participate in the Program beginning in June, the monthly portion of your Stock Option Allocation Amount for June will still apply followed by a grant of NSOs on the first trading day of July. Then, beginning with the first payroll period in July you will receive your full bi-weekly salary less applicable taxes and deductions, plus any amount of cash from a fractional share carryover from a prior month.
Termination of Continuous Service
If your Continuous Service with Roku terminates for any reason during calendar year [ ]25, your enrollment in the Program will automatically terminate and you will receive a cash salary payment, less applicable taxes and deductions, for the portion of your Stock Option Allocation Amount during the month of your termination. You will not be eligible to receive a stock option grant for that month under the Program. Stock options previously granted to you under the Program (and otherwise) will remain exercisable for their remaining term as set forth in the applicable stock option grant documents, subject to Rokus ability to take any of the actions set forth in the applicable stock option grant documents, including without limitation pursuant to Section 9(b) and/or Section 9(c) of the 2017 Plan.
Additional Terms
You should be aware that Roku, in its discretion, may change or end the operation of the Program and/or the 2017 Plan at any time. If Roku decides to change or terminate the Program and/or the 2017 Plan, you will not have any claim against Roku to receive additional option grants or any other equity benefits equivalent to the option grant. You acknowledge that Roku is not obligated to continue to grant options, restricted stock units or any other equity awards to you. You also acknowledge that Roku is not obligated to offer the Program in any subsequent years.
Roku will administer the Program and will have discretionary authority to interpret and construe the terms and conditions of the Program and to adopt rules and regulations for administration of the Program. All determinations, interpretations and constructions made by Roku pursuant to such authority will be final and binding. The foregoing authority does not in any way supersede, diminish, replace or otherwise modify the authority of the Board, the Committee or an Officer, as applicable (each as defined in the 2017 Plan) to administer the 2017 Plan (and options granted pursuant to the Program) in accordance with the terms of the 2017 Plan.
Rokus obligation under the Program shall be merely that of an unfunded and unsecured promise of Roku to issue NSOs in the future, and your rights will be no greater than those of unsecured general creditors. You and your heirs, successors, and assigns will have no legal or equitable rights, claims, or interest in any specific property or assets of Roku. No assets of Roku will be held under any trust or held in any way as collateral security for the fulfilling of the obligations of Roku under the Program. Any and all of Rokus assets will be, and remain, the general unpledged, unrestricted assets of Roku.
24 |
Insert applicable Program year. |
25 |
Insert applicable Program year. |
A-4
You have no right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts or NSOs, if any, payable or issuable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable or issuable will, prior to actual payment or issuance, be subject to seizure, attachment, garnishment (except to the extent Roku may be required to garnish amounts from payments due under the Program pursuant to applicable law) or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by you or any other person, be transferable by operation of law in the event of your or any other persons bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.
The terms and conditions of the Program will not be deemed to constitute a contract of employment or continued engagement between Roku or any of its affiliates and you. Nothing in the Program will be deemed to give you the right to be retained in the service of Roku or any of its affiliates or to interfere with the right of Roku or any of its affiliates to discipline or discharge you at any time for any or no reason, with or without notice (subject to applicable law). Your employment with Roku or any of its affiliates remains at will (subject to applicable law). In the event your regular level of employment with Roku is reduced (for example, and without limitation, if you change your employment status with Roku from full-time to part-time or you take a leave of absence) while you are a participant in the Program, Roku has the right in its discretion to make a corresponding adjustment to your Annual Cash Compensation, Eligible Cash Compensation, Stock Option Allocation Amount and Adjusted Annual Cash Compensation under the Program (collectively, the Program Compensation). In the event of any such adjustment, you will have no right with respect to any portion of the Program Compensation that is reduced in connection with such adjustment, subject to applicable law.
The Program is intended to be exempt from Section 409A to the maximum extent an exemption is available; provided, however, that to the extent an exemption under Section 409A is unavailable, the Program is intended to comply with the requirements of Section 409A. To the extent that any provision of the Program is ambiguous as to its exemption from or compliance with Section 409A, the provision will be read in such a manner that the applicable payments or issuances hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments or issuances where such construction is not tenable, that those payments or issuances comply with Section 409A to the maximum permissible extent. You acknowledge and agree that Roku and its affiliates make no representations with respect to the application of Section 409A to any payment or issuance under the Program and other tax consequences to any payments under the Program.
You understand and agree that any option grant made pursuant to your participation in the Program will be subject to the terms of the 2017 Plan and your applicable award agreement and that this Enrollment Form is governed by the internal substantive laws of the State of Delaware, without regard to that states conflicts of laws rules. For purposes of any action, lawsuit or other proceedings brought to enforce this election, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts within Santa Clara County, State of California, and no other courts, where this election is made and/or to be performed.
The provisions of this Enrollment Form are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
A-5
Appendix B
General Information About Nonstatutory Stock Options
THIS IS GENERAL INFORMATION ONLY.
ROKU DOES NOT GIVE TAX OR FINANCIAL ADVICE; YOU MUST SPEAK TO YOUR OWN TAX OR FINANCIAL ADVISOR
What is an Option?
An option is a right to buy Roku common stock at a specified price (exercise price). The exercise price will be the fair market value of a share of Roku common stock (equal to the closing Nasdaq price of Roku stock) on the grant date. As detailed below, upon exercise of the option, you become the owner of the shares of Roku common stock.
General requirements & restrictions
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Vesting - Options granted to you under the Program will be fully vested at grant. |
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Exercise - You do not own shares of Roku common stock upon the grant of your vested options. To own such shares of Roku common stock, you must exercise the vested options. |
|
Expiration and Forfeiture - Options granted under the Program will have a 10-year term and will be exercisable at any time during the 10-year term even if you have terminated employment with Roku, subject to Rokus ability to take any of the actions set forth in the applicable stock option grant documents, including without limitation pursuant to Section 9(b) and/or Section 9(c) of the 2017 Plan. Options not exercised during the term will automatically expire and will be automatically cancelled. |
Taxes
If you enroll in the Program, you will not be subject to tax on the date the options are granted. Instead, you will be subject to ordinary income and withholding taxes on the date you exercise your options. The taxable income amount will be the excess of the fair market value of Roku common stock on the date of exercise over the option exercise price (i.e., the spread).
You may also be subject to capital gains tax at the time you sell any shares of Roku common stock acquired upon the exercise of the options, provided you sell the shares at a gain (i.e., the sale price is greater than the fair market value of the shares at the time of acquisition).
Please note that that you are solely responsible for all taxes associated with your stock options, even if Roku has an obligation to withhold (and does or does not withhold) applicable taxes at the time of exercise. Therefore, you should consult your personal accountant or tax advisor regarding the tax implications of any stock options granted to you. You should also refer to the tax sections of the prospectus for the 2017 Plan.
Tax obligations are complex and differ from state to state. Roku is not in a position to give tax advice to you and you should not rely on the above as anything else but general information.
B-1
Exhibit 10.2
ROKU, INC.
STOCK OPTION GRANT NOTICE
(2017 EQUITY INCENTIVE PLAN)
Roku, Inc. (the Company), pursuant to its 2017 Equity Incentive Plan (the Plan), hereby grants to Optionholder an option to purchase the number of shares of the Companys Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this stock option grant notice (this Grant Notice), in the Agreement, including any additional terms and conditions for Optionholders country set forth in the appendix attached to the Agreement as Exhibit A (the Appendix and, together with the Agreement, the Agreement), and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. If there is any conflict between the terms herein and the Plan, the terms of the Plan will control.
Optionholder: |
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Date of Grant: |
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Number of Shares Subject to Option: |
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Exercise Price (Per Share): |
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Total Exercise Price: |
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Expiration Date: |
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Type of Grant: | Nonstatutory Stock Option | |
Exercise Schedule: | Same as Vesting Schedule | |
Vesting Schedule: | Fully vested on the Date of Grant | |
Payment: | By one or a combination of the following items (described in the Agreement): | |
☐ By cash, check, bank draft, wire transfer or money order payable to the Company |
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☐ Pursuant to a Regulation T Program if the shares are publicly traded |
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☐ By delivery of already-owned shares if the shares are publicly traded |
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☐ Subject to the Companys consent at the time of exercise, by a net exercise arrangement |
Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to all of the terms and conditions set forth in, this Grant Notice, the Agreement and the Plan. Optionholder acknowledges and agrees that this Grant Notice and the Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, and (ii) the Recoupment Policy (as defined in the Agreement) and any other compensation recovery policy that is adopted by the Company or is otherwise required by applicable law.
By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
In addition, by accepting this option, Optionholder acknowledges and agrees that this option (and any compensation paid or shares issued under this option), as well as all Incentive Compensation (as defined in the Recoupment Policy) and any other cash, equity or equity-based incentive compensation that was previously granted to or earned by Optionholder, are subject to recoupment in accordance with The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company (including without limitation the Recoupment Policy to the extent Optionholder is a Covered Individual (as defined in the Recoupment Policy)) and any compensation recovery policy otherwise required by applicable law, as more fully set forth in Section 16 of the Agreement.
ROKU, INC. | OPTIONHOLDER | |||||||
By: |
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By: |
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Signature | Signature | |||||||
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By providing an additional signature below or by electronically accepting this Agreement pursuant to the Companys instructions to Optionholder (including through an online acceptance process), Optionholder declares that he or she expressly agrees with the data processing practices described in Section 12 of the Agreement and consents to the collection, processing and use of Data (as defined in Section 12 of the Agreement) by the Company and the transfer of Data to the recipients mentioned in Section 12 of the Agreement, including recipients located in countries which do not provide an adequate level of protection from a European (or other non-U.S.) data protection law perspective, for the purposes described in Section 12 of the Agreement. Optionee understands that, as a condition of receiving the option, Optionholder must provide his or her signature below or electronically accept this option, otherwise the Company may forfeit the option. Optionholder understands that he or she may withdraw consent at any time with future effect for any or no reason as described in Section 12 of the Agreement.
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ATTACHMENTS: Agreement and 2017 Equity Incentive Plan
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ATTACHMENT I
ROKU, INC.
2017 EQUITY INCENTIVE PLAN
OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Grant Notice (Grant Notice) and this Agreement, including any additional terms and conditions for your country set forth in the appendix attached hereto as Exhibit A (the Appendix and, together with the Option Agreement, this Agreement), Roku, Inc. (the Company) has granted you an option under its 2017 Equity Incentive Plan (the Plan) to purchase the number of shares of the Companys Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the Date of Grant). If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:
1. VESTING. Your option is fully vested as of the Date of Grant.
2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments.
3. METHOD OF PAYMENT. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft, wire transfer or money order payable to the Company or in any other manner permitted by your Grant Notice, which may include one or more of the following:
(a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a broker-assisted exercise, same day sale, or sell to cover,
(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and whose Fair Market Value is equal to the aggregate exercise price on the date of exercise. Delivery for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Companys stock.
4. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.
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5. COMPLIANCE. In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, including any U.S. and non-U.S. state, federal and local laws, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).
6. TERM. You may not exercise your option before the Date of Grant or after the expiration of the options term. The term of your option expires, upon the earlier of the following:
(a) the Expiration Date indicated in your Grant Notice; and
(b) the day before the tenth (10th) anniversary of the Date of Grant.
7. EXERCISE.
(a) You may exercise the vested portion of your option during its term by (i) completing such documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable Tax-Related Items (as defined in Section 9 below) to the Companys Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require.
(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any Tax-Related Items.
8. TRANSFERABILITY. Except as otherwise provided in this Section 8, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.
(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable U.S. state law, or comparable non-U.S. laws) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.
(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2), or comparable non-U.S. law, that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
(c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock
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or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate or your legal heirs will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.
9. RESPONSIBILITY FOR TAXES.
(a) You acknowledge that, regardless of any action the Company or, if different, your employer (the Employer) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax related items related to your participation in the Plan and legally applicable to you (Tax-Related Items), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. You further acknowledge that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your option, including, but not limited to, the grant, vesting or exercise of your option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the issuance of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of your option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge and agree that you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates for Tax-Related Items arising from your option. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the fair market value per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer, (ii) withholding from the proceeds of the sale of shares of Common Stock acquired at exercise of your option and sold either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); and/or (iii) withholding a number of shares of Common Stock that are otherwise deliverable to you upon exercise.
(c) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying the Tax-Related Items.
(d) You agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. You acknowledge and agree that the Company may refuse to honor the exercise and refuse to issue or deliver the shares of Common Stock, or the proceeds of the sale of the shares of Common Stock, if you fail to comply with your obligations in connection with the Tax-Related Items.
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10. NATURE OF GRANT. In accepting your option, you acknowledge, understand and agree that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted under the Plan;
(b) the grant of this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options (whether on the same or different terms), or benefits in lieu of options, even if options have been granted in the past;
(c) all decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;
(d) you are voluntarily participating in the Plan;
(e) this option and the shares of Common Stock subject to this option, and the income and value of same, are not intended to replace any pension rights or compensation;
(f) the future value of the shares of Common Stock underlying the option is unknown, indeterminable, and cannot be predicted with certainty;
(g) if the underlying shares of Common Stock do not increase in value, the option will have no value;
(h) if you exercise the option and acquire shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the exercise price;
(i) no claim or entitlement to compensation or damages shall arise from forfeiture of this option resulting from the termination of your Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or rendering services or the terms of your employment or service agreement, if any);
(j) unless otherwise provided in the Plan or by the Company in its discretion, the option and the benefits evidenced by this Agreement do not create any entitlement to have the option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock;
(k) unless otherwise agreed with the Company, this option and any shares of Common Stock acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of an Affiliate; and
(l) the following provisions apply only if you are employed or rendering services outside the United States:
(i) neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the option or of any amounts due to you pursuant to the exercise of the option or the subsequent sale of any shares of Common Stock acquired upon exercise;
(ii) this option and the shares of Common Stock subject to this option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments.
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11. NO ADVICE REGARDING GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
12. DATA PRIVACY.
(a) Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all options or any other entitlement to shares of Common Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (Data), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is your consent.
(b) Stock Plan Administration Service Providers. The Company will transfer Data to E*TRADE Financial Corporate Services, Inc. (including its affiliated companies) (collectively, the Designated Broker), which is assisting the Company with the implementation, administration and management of the Plan. The Company may select different or additional service providers in the future and share Data with such other provider(s) serving in a similar manner. You may be asked to agree on separate terms and data processing practices with the Designated Broker, with such agreement being a condition to the ability to participate in the Plan.
(c) International Data Transfers. The Company and the Designated Broker are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Companys legal basis, where required, for the transfer of Data is your consent.
(d) Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.
(e) Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant the options or other equity awards to you or administer or maintain such awards.
(f) Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact the local human resources representative.
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(g) Additional Acknowledgment/Consent. You understand that the Company may rely on a different basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent. If applicable, you agree that upon request of the Company or the Employer, you will provide an executed acknowledgement or data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
13. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employment or service of the Employer, the Company or an Affiliate, as applicable, or of the Employer, the Company or an Affiliate to continue your employment or service, as applicable. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. Finally, the grant of the option shall not be interpreted as forming an employment or service contract with the Company.
14. NOTICES. Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
15. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.
16. CLAWBACK POLICY. By accepting your option, you acknowledge and agree that your option (and any compensation paid or shares issued under your option), as well as all Incentive Compensation (as defined in the Recoupment Policy (as defined below)) and any other cash, equity or equity-based incentive compensation that was previously granted to or earned by you, are subject to recoupment in accordance with The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company (including without limitation the Roku, Inc. Policy for Recoupment of Incentive Compensation, as may be amended from time to time, and any successor thereto (the Recoupment Policy) to the extent you are a Covered Individual (as defined in the Recoupment Policy), except as expressly set forth in the Recoupment Policy), and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy (including without limitation the Recoupment Policy, to the extent you are a Covered Individual) will be an event giving rise to a right to voluntarily terminate employment upon a resignation for good reason, or for a constructive termination or any similar term
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under any plan of or agreement with the Company. Incentive Compensation includes your option and any other cash, equity or equity-based incentive compensation that was previously granted to or earned by you to the extent you are a Covered Individual, except as expressly set forth in the Recoupment Policy. If you are a Covered Individual, you acknowledge receipt of the Recoupment Policy by accepting your option.
17. OTHER DOCUMENTS. You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Companys policy permitting certain individuals to sell shares only during certain window periods and the Companys insider trading policy, in effect from time to time.
18. VOTING RIGHTS. You will not have voting or any other rights as a shareholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company. Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.
19. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
20. LANGUAGE. If you have received this Agreement, or any other document related to this option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. You acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement.
21. INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS. You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the U.S. and your country or your brokers country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., options) or rights linked to the value of shares of Common Stock during such times as you are considered to have inside information regarding the Company (as defined by the laws in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, which may include Company employees, and (ii) tipping third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable insider trading policy of the Company. You acknowledge that it is your responsibility to comply with any applicable restrictions and you should speak with your personal legal advisor on this matter.
22. FOREIGN ASSETS/ACCOUNT AND TAX REPORTING, EXCHANGE CONTROLS. Your country may have certain foreign asset, account and/or tax reporting requirements and exchange controls which may affect your ability to acquire or hold shares of Common Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Common Stock) in a brokerage or bank account outside your country. You understand
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that you may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. In addition, you may be subject to tax payment and/or reporting obligations in connection with any income realized under the Plan and/or from the sale of shares of Common Stock. You acknowledge that you are responsible for complying with all such requirements, and that you should consult personal legal and tax advisors, as applicable, to ensure compliance.
23. APPENDIX. Notwithstanding any provisions in this Agreement, your option shall be subject to the additional terms and conditions for your country set forth in the Appendix attached hereto as Exhibit A. Moreover, if you relocate to one of the countries included therein, the terms and conditions for such country will apply to you to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
24. IMPOSITION OF OTHER REQUIREMENTS. The Company reserves the right to impose other requirements on your participation in the Plan, and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
25. GOVERNING LAW/VENUE. The interpretation, performance and enforcement of this Agreement will be governed by the law of the State of Delaware without regard to that states conflicts of laws rules. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, including its Exhibit, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts within Santa Clara County, State of California, and no other courts, where this grant is made and/or to be performed.
26. MISCELLANEOUS.
(a) The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Companys successors and assigns.
(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option.
(c) You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option.
(d) All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
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This Agreement will be deemed to be signed by you upon the signing by you or
otherwise by your acceptance of the Grant Notice to which it is attached.
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EXHIBIT A
APPENDIX TO OPTION AGREEMENT
ADDITIONAL TERMS AND CONDITIONS FOR EMPLOYEES OUTSIDE THE UNITED STATES
ATTACHMENT II
2017 EQUITY INCENTIVE PLAN