Tech Data 2014 Annual Report Download - page 177

may seek to exercise these rights by contacting the Employer’s Human Resources manager or the Company’
s Human
Resources Department.
Section 12. No Compensation Deferrals .
Neither the Plan nor this Agreement is intended to provide for an
elective deferral of compensation that would be subject to Section 409A of the Code (“Section 409A”).
Instead, it is the
intent of this Agreement to satisfy the “short- term deferral exemption described in Treas. Reg. §1.409A-
1(b)(4). The
Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally
amend or modify the Plan and/or this Agreement to ensure that no grants (including without limitation, the RSUs)
become subject to Section 409A, provided, however, the Company makes no representation that the RSUs are not
subject to Section 409A nor makes any undertaking to preclude Section 409A from applying to the RSUs.
Section 13. Electronic Delivery and Acceptance .
The Company may in its sole discretion, decide to deliver
any documents related to the RSUs granted under the Plan and participation in the Plan, or future RSUs that may be
granted under the Plan, by electronic means or to request the Participant’
s consent to participate in the Plan by electronic
means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to participate
in the Plan through an on-
line (and/or voice activated) system established and maintained by the Company or a third
party designated by the Company. In addition, if the Participant does not otherwise reject this Award, (in such manner as
the Company may specify from time to time in its sole discretion), the Participant shall be deemed to have accepted the
Award as of the Date of Grant.
Section 14. Government and Other Regulations; Governing Law .
The grant of RSUs is subject to all laws,
regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the
provisions hereof, the Participant acknowledges that the Company will not be obligated to issue any Shares hereunder if
the grant or vesting thereof or the issuance of such Shares, as the case may be, would constitute a violation by the
Participant or the Company of any such law, regulation or order or any provision thereof. The Company shall not be
obligated to take any affirmative action in order to cause the vesting of the RSUs or the issuance of Shares pursuant
hereto to comply with any such law, regulation, order or provision.
As a condition of the grant of the RSUs, the Participant agrees to repatriate all payments attributable to the
Shares and/or cash acquired under the Plan (including, but not limited to, dividends) in accordance with local foreign
exchange rules and regulations in the Participant’
s country of residence. In addition, the Participant also agrees to take
any and all actions, and consent to any and all actions taken by the Company and its affiliates, as may be required to
allow the Company and its affiliates to comply with local laws, rules and regulations in the Participant’
s country of
residence. Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’
s
personal obligations under local laws, rules and regulations in the Participant’s country of residence.
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