As
filed with the Securities and Exchange Commission on October 19, 2022
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
RUBICON
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
88-3703651 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification No.) |
100
West Main Street Suite #610
Lexington,
KY 40507
(Address
of Principal Executive Offices, Zip Code)
Rubicon
Technologies, Inc. 2022 Equity Incentive Plan
(Full
title of the plan)
William
D. Meyer
General
Counsel & Corporate Secretary
100
West Main Street Suite #610
Lexington,
KY 40507
(844)
479-1507
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Evan
M. D’Amico
Gibson,
Dunn & Crutcher LLP
1050
Connecticut Avenue, N.W.
Washington,
DC 20036
Telephone:
(202) 887-3613
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act.
☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is filed by Rubicon Technologies, Inc. (the “Registrant”)
to register 31,485,711 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
to be offered and sold under the Rubicon Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”). This Registration Statement
on Form S-8 relates to (i) 29,000,000 shares of Common Stock authorized to be issued under the Plan and (ii) 2,485,711 shares of Common
Stock that may become available for issuance under the Plan as a result of the Plan’s evergreen provision.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of this Registration Statement will be delivered to employees as specified
by Rule 428(b)(1) of the Securities Act of 1033, as amended (the “Securities Act”). In accordance with the instructions
of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part
II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item
3. | Incorporation
of Certain Documents by Reference |
The
following documents, which have previously been filed by the Registrant with the Commission pursuant to the Securities Act and
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein
and shall be deemed to be a part hereof:
| (b) | the
Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March
31, 2022 filed with the Commission on May
12, 2022 and for the fiscal quarter ended June 30, 2022 filed with the Commission
on August
12, 2022; |
| (c) | the
Registrant’s Current Reports on Form 8-K filed with the Commission on February
2, 2022, April
4, 2022, April
12, 2022, June
7, 2022, July
28, 2022, August
3, 2022, August
5, 2022, August
19, 2022, August
30, 2022, August
31, 2022, and October 14, 2022; and |
| (d) | the
description of the Registrant’s securities contained in the Registrant’s
Registration Statement on Form 8-A filed with the Commission on August
15, 2022, including all amendments or reports filed for the purpose of updating such
description. |
In
addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicate that all
securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding
the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02
or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference
into, or otherwise included in, this Registration Statement.
Any
statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
| Item
4. | Description
of Securities. |
Not
applicable.
| Item
5. | Interests
of Named Experts and Counsel. |
Not
applicable.
| Item
6. | Indemnification
of Directors and Officers. |
The
Registrant’s certificate of incorporation and bylaws provide for the indemnification of current and former officers and
directors of the Registrant to the fullest extent permitted by Delaware law. The Registrant has entered into agreements with its
officers and directors to provide contractual indemnification in addition to the indemnification provided for in the Registrant’s
certificate of incorporation.
These
provisions may discourage stockholders from bringing a lawsuit against the Registrant’s directors for breach of their fiduciary
duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors,
even though such an action, if successful, might otherwise benefit the Registrant and its stockholders. Furthermore, a stockholder’s
investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against officers
and directors pursuant to these indemnification provisions.
The
Plan also requires the Registrant to indemnify and hold harmless the Compensation Committee of the Registrant’s Board of
Directors, and each other employee, officer or director of the Registrant to whom any duty or power to administer or interpret
the Plan may be allocated, against any expense (including attorneys’ fees) or liability arising out of any act or omission
to act in connection with the Plan, unless arising out of such person’s own fraud or willful bad faith.
| Item
7. | Exemption
from Registration Claimed. |
Not
applicable.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lexington, State of Kentucky, on October 19, 2022.
| |
RUBICON
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/ Phil Rodoni |
| |
Name: |
Phil Rodoni |
| |
Title: |
Chief Executive
Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Phil Rodoni, Jevan Anderson
and William D. Meyer, and each of them, as the individual’s true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to
sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating
to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to
the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
or necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Phil Rodoni |
|
Director and Chief Executive Officer |
|
October 19, 2022 |
| Phil Rodoni |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jevan Anderson |
|
Chief Financial Officer |
|
October 19, 2022 |
| Jevan Anderson |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Osman Ahmed |
|
Director |
|
October 19, 2022 |
| Osman Ahmed |
|
|
|
|
| |
|
|
|
|
| /s/ Jack Selby |
|
Director |
|
October 19, 2022 |
| Jack Selby |
|
|
|
|
| |
|
|
|
|
| /s/ Ambassador Paula J. Dobriansky |
|
Director |
|
October 19, 2022 |
| Ambassador Paula J. Dobriansky |
|
|
|
|
| |
|
|
|
|
| /s/ Brent Callinicos |
|
Director |
|
October 19, 2022 |
| Brent Callinicos |
|
|
|
|
| |
|
|
|
|
| /s/ Barry Caldwell |
|
Director |
|
October 19, 2022 |
| Barry Caldwell |
|
|
|
|
| |
|
|
|
|
| /s/ Coddy Johnson |
|
Director |
|
October 19, 2022 |
| Coddy Johnson |
|
|
|
|
| |
|
|
|
|
| /s/ Andres Chico |
|
Director |
|
October 19, 2022 |
| Andres Chico |
|
|
|
|
| |
|
|
|
|
| /s/ Paula Henderson |
|
Director |
|
October 19, 2022 |
| Paula Henderson |
|
|
|
|
Exhibit
5.1
 |
Gibson,
Dunn & Crutcher LLP |
| |
|
| |
1050
Connecticut Avenue, N.W. |
| |
Washington,
D.C. 20036-5306 |
| |
Tel
202.955.8500 |
| |
www.gibsondunn.com |
October
19, 2022
Rubicon
Technologies, Inc.
100 West Main Street Suite #610
Lexington, KY 40507
| Re: | Rubicon
Technologies, Inc. Registration Statement on Form S-8 |
Ladies
and Gentlemen:
We
have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Rubicon Technologies, Inc.,
a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the
Company of up to 31,485,711 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”),
under the Rubicon Technologies, Inc. 2022 Equity Incentive Plan (the “Plan”).
We
have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of
the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions
set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all
natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the
Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective
rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided
to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based
upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated
herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that
the Shares, when issued and sold in accordance with the terms set forth in the Plan, as applicable, and against payment therefor
in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the
Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We
render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law
(the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently
exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations
thereof or such facts. We express no opinion regarding any state securities laws or regulations.
We
consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name
in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations
of the Commission.
Very
truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson,
Dunn & Crutcher LLP
| Rollover Form |
Exhibit 99.2 |
RUBICON
TECHNOLOGIES, INC.
2022
EQUITY INCENTIVE PLAN
GRANT NOTICE FOR
RESTRICTED
STOCK UNIT AWARD
FOR
GOOD AND VALUABLE CONSIDERATION, Rubicon Technologies, Inc., a Delaware corporation (the “Company”),
hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) specified
below (the “Award”) under the Rubicon Technologies, Inc. 2022 Equity Incentive Plan (the
“Plan”). Each RSU represents the right to receive one share of Common Stock, upon the terms and subject to
the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions (the “Standard Terms and
Conditions”) promulgated under such Plan and attached hereto as Exhibit A. This Award is granted pursuant to
the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Plan.
| Name
of Participant: |
|
| Grant
Date: |
|
| Number
of RSUs: |
|
| Vesting: |
Subject
to the Plan and the Standard Terms and Conditions, the RSUs shall be fully vested on the Grant Date. |
By
accepting this Grant Notice, the Participant acknowledges that the Participant has received and read, and agrees that this Award shall
be subject to, the terms of this Grant Notice, the Plan, and the Standard Terms and Conditions.
| |
RUBICON TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| |
|
|
| |
PARTICIPANT |
| |
|
| |
|
| |
[Name] |
Signature
Page to
Grant Notice for
Restricted Stock Unit Award
EXHIBIT
A
RUBICON
TECHNOLOGIES, INC.
2022
EQUITY INCENTIVE PLAN
STANDARD
TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
These
Standard Terms and Conditions apply to the Award of Restricted Stock Units granted pursuant to the Rubicon Technologies, Inc. 2022 Equity
Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically
refers to these Standard Terms and Conditions. In addition to these Standard Terms and Conditions, the Restricted Stock Units shall be
subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Plan.
| 1. | TERMS
OF RESTRICTED STOCK UNITS |
Rubicon
Technologies, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant
Notice provided to said Participant herewith (the “Grant Notice”) an award of Restricted Stock Units (the “Award”
or “RSUs”) specified in the Grant Notice, with each Restricted Stock Unit representing the right to receive
one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions
and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a
reference to any Subsidiary.
| 2. | SETTLEMENT
OF RESTRICTED STOCK UNITS |
As
soon as administratively practicable after February 11, 2023, but in no event later than March 15, 2023, the Company shall deliver to
the Participant shares of Common Stock equal to the number of RSUs.
| 3. | RIGHTS
AS STOCKHOLDER; DIVIDEND EQUIVALENTS |
(a)
The Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs (including
any voting rights or rights to dividends or distributions paid on shares of Common Stock, except as provided in Section 3(b))
unless and until shares of Common Stock settled for such RSUs shall have been issued by the Company to the Participant (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
(b)
Notwithstanding the foregoing, from and after the Grant Date and until the earlier of (i) the Participant’s receipt of Common Stock
upon settlement of RSUs and (ii) the time when the Participant’s right to receive Common Stock upon settlement of RSUs is forfeited,
on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, the Participant shall be entitled to
Dividend Equivalents equal to the product of (A) the dollar amount of the cash dividend paid per share of Common Stock and (B) the total
number of outstanding RSUs held by the Participant on the record date for such dividend. Such Dividend Equivalents (if any) shall be
accrued in a Company bookkeeping account and shall be subject to the same terms and conditions and shall be settled in cash, without
interest, or forfeited in the same manner and at the same time as the RSUs to which the Dividend Equivalents were credited.
Exhibit
A
Standard
Terms and Conditions for
Restricted
Stock Units
| 4. | RESTRICTIONS
ON RESALES OF SHARES |
The
Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales
by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to RSUs, including
(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales
by the Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
To
the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the RSUs. Unless otherwise determined
by the Company or unless the Participant pays the withholding tax obligations to the Company by cash or check at the time of settlement,
the withholding tax obligations shall be satisfied by the sale within an administratively reasonable period of time on or after the date
such obligation arises of a number of shares of Common Stock issuable under the RSUs reasonably expected to be required to satisfy any
or all withholding tax obligations and selling expenses by a broker selected or approved by the Company at such fees and pursuant to
such rules and process as the Company may reasonably approve. Participant will bear the brokerage fees and other costs associated with
sales and related transmission of funds. The Participant shall have no right to affect or influence any adjustments that the Company
may elect to make to the number of shares of Common Stock sold for this purpose. The Participant acknowledges that the Company shall
have the right to deduct any remaining taxes required to be withheld by law in connection with the delivery of the RSUs from any amounts
payable by it to the Participant (including future cash wages). The Company shall not be required to issue shares of Common Stock or
to recognize the disposition of such shares until all withholding tax obligations are satisfied.
| 6. | NON-TRANSFERABILITY
OF AWARD |
Except
as permitted by the Committee or as permitted under Section 17 of the Plan, the Award may not be sold, assigned, transferred, pledged
or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.
| 7. | OTHER
AGREEMENTS SUPERSEDED |
The
Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company
regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.
| 8. | LIMITATION
OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS |
Neither
the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant
shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the
Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall
have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions
or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s
employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any
reason.
| 9. | NO
LIABILITY OF COMPANY |
The
Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to the Participant or any other
person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory
body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares
hereunder; and (b) any tax consequence expected, but not realized, by the Participant or other person due to the receipt or settlement
of the Award.
(a)
In the event that any provision of the Grant Notice or these Standard Terms and Conditions is declared to be illegal, invalid or otherwise
unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render
it legal, valid and enforceable, or otherwise deleted, and the remainder of the Grant Notice and these Standard Terms and Conditions
shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
(b)
The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part
of the Grant Notice or these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. Words in the masculine
gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include
the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed
to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words
of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably
fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or
other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent
permitted by the provisions thereof and not prohibited by the Plan, the Grant Notice or these Standard Terms and Conditions. Unless the
context requires otherwise, all references to laws and regulations refer to such laws and regulations as they may be amended from time
to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding
law or regulation.
(c)
The Grant Notice and these Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their
respective permitted heirs, beneficiaries, successors and assigns.
(d)
The Grant Notice and these Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State
of Delaware, without regard to principles of conflicts of law.
(e)
In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard
Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the
Grant Notice shall control.
(f)
All questions arising under the Plan, the Grant Notice or under these Standard Terms and Conditions shall be decided by the Committee
in its total and absolute discretion.
By
executing the Grant Notice, the Participant hereby consents to the delivery of information (including information required to be delivered
to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, the Restricted Stock
Units and the Common Stock via Company web site or other electronic delivery.