Tech Data 2014 Annual Report Download - page 178

The RSUs are and shall be subject in every respect to the provisions of the Plan, which is incorporated herein by
reference and made a part hereof. The Participant hereby accepts the RSUs subject to all the terms and provisions of the
Plan and agrees that all decisions under and interpretations of the Plan by the Committee or the Board shall be final,
binding and conclusive upon the Participant and his heirs and legal representatives.
This grant of RSUs shall be governed by and construed in accordance with the laws of the State of Florida
without regard to its principle of conflict of laws. For purposes of litigating any dispute arising under this Agreement,
the parties hereby agree that such litigation shall be conducted in the courts of Pinellas County, Florida.
Section 15. Severability .
The provisions of this Agreement 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.
Section 16. Language .
If the Participant is a resident outside of the United States, the Participant acknowledges
and agrees by acceptance of the grant of RSUs under the Plan and this Agreement, that it is the Participant’
s express
intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or
instituted pursuant to the Award, be drawn up in English. If the Participant has received this Agreement, the Plan or any
other documents related to the RSUs 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.
Section 17. Private Placement .
For non U.S. Participants, the grant of the RSUs is not intended to be a public
offering of securities in the Participant’
s country of residence (and country of employment, if different). The Company
has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless
otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities
authorities.
Section 18. Addendum .
Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be
subject to any special terms and conditions for the Participant’
s country of residence (and country of employment, if
different), as are set forth in the applicable addendum to the Agreement (“Addendum”).
Further, if the Participant
transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms
and conditions for such country shall apply to the Participant to the extent the Company determines, in its sole
discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws,
rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may
establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’
s transfer).
Any applicable Addendum shall constitute part of the Agreement.
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