Tech Data 2014 Annual Report Download - page 174

relationship between the Company or the Employer and the Participant shall be determined by the administrator
designated by the Committee at the time thereof and in accordance with local law.
In the event of the death or Disability of the Participant during his or her employment relationship with the
Company or the Employer, as applicable, and at least three months after the Date of Grant, the RSUs shall become fully
vested (all or a portion of the outstanding RSUs) as of the date of the Participant’
s death or Disability. In the case of
death of a Participant, any Shares due upon vesting will be delivered to the Participant’
s executors, administrators or any
person(s) to whom the RSUs may be transferred by will or by laws of descent and distribution, in accordance with
Section 5 of this Agreement. If, in the event of the Participant’
s death, any beneficiary entitled to receive any Shares due
upon vesting is a minor or, if in the event of the Participant’
s Disability, the Participant is deemed by the Committee or
is adjudged to be legally incapable of giving valid receipt and discharge for any Shares due upon vesting, such Shares
will be paid to such person or institution as the Committee may designate or to the duly appointed guardian. Such
payment shall, to the extent made, be deemed a complete discharge of any liability for such payment under the Plan.
If the Participant is a local national of and employed in a country that is a member of the European Union, the
grant of the RSUs and the terms and conditions governing the RSUs are intended to comply with the age discrimination
provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “
Age Discrimination
Rules”).
To the extent that a court or tribunal of competent jurisdiction determines that any provision of the RSUs is
invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion,
shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid
and enforceable to the full extent permitted under local law.
Section 10. Nature of Grant . In accepting the grant, the Participant acknowledges that:
(i) 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, unless otherwise provided in the Plan and this
Agreement;
(ii) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the
Company;
(iii) the Participant is voluntarily participating in the Plan;
(iv) the grant of RSUs is an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is outside the scope of the Participant’
s
employment contract, if any;
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