(2) The use, transfer, storage and processing of personal data, electronic or otherwise, may take place in connection with the Company`s internal management of the Plan or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to the Reward or any other reward under the Plan. It is only for these purposes that personal data may be used by third parties engaged by the Company to support the „TSR“ or „Total Shareholder Return“ with respect to a Company: (i) the change in the price of an ordinary share (or other comparable share unit) of that Company during the Performance Period plus dividends paid on that share during the Performance Period; divided by (ii) the price of such stock in stock at the beginning of the execution period. For this purpose, the change in the price of a share is the price of that share on the last day of a performance period (or the previous trading day if the last trading day is not a trading day) minus the price of that share on the trading day immediately preceding the first day of a performance period. The price of one share (3) In the event that the Participant`s employment relationship is terminated by the Company for a recovery event, or (ii) after the termination of the Participant`s employment, the Company becomes aware that the Participant has committed an act that would have resulted in the termination of a recovery event, then in any event the Participant agrees to confiscate for the benefit of the Company, to the extent permitted by applicable law, the portion (which may be the whole) of such reward or cash or common shares forfeited in respect of the performance units acquired or their value (whether acquired and cash shares or common shares) disclosed to the participant as a result of the conduct or omission that gave rise to the recovery event; and that the Board of Directors determines, in its sole discretion, that they are appropriate. (d) Consent to electronic delivery. In lieu of receiving paper documents, the Participant hereby agrees to accept, to the fullest extent permitted by law, electronic delivery of any document that the Company provides or is required to deliver (including, but not limited to, the prospectus relating to the Participant Prize, any supplements to such prospectus and agreements; Bank statements, monthly or annual reports). and any other form or communication) in connection with the Participant`s Prize. Electronic delivery of a document to the Participant may be made via a Company email system or by reference to a location on a Company intranet site or on a third party website to which the Participant has access. (d) In the event that (i) the Beneficiary`s service relationship is terminated by the Company (or a subsidiary) for cause, (ii) the Beneficiary violates the terms of this Award, the LLC Agreement or any other agreement governing its service relationship (such event described in clause (i) or (ii) above, a triggering event), then at that time: (A) the Beneficiary loses automatically and without any action on the part of the Company that is not vested at that time, and (B) for a period of four (4) months from the date of such triggering event, the Company has the option to acquire all or part of the Restricted Units, that are acquired units. at a unit price of $0.00. Licensee hereby acknowledges that, to the extent that it would be difficult, if not impossible, to establish, estimate or determine the actual harm that the Company would suffer as a result of a triggering event, forfeiture and/or redemption of the restricted units under this Section 3(d) shall constitute liquidated damages of a reasonable amount for the damages caused by such triggering event. The Beneficiary agrees that such confiscation and/or redemption of the Restricted Units constitutes compensation for damages and not a penalty. (h) Notwithstanding the foregoing, the redemption rights provided in this Section 3 shall terminate upon the anticipated occurrence of (i) the sale of a business or (ii) a qualifying tender offer.
If the Company decides to repurchase shares acquired from the Beneficiary in accordance with this Section 3, the Company shall provide the Beneficiary with written notice of its choice (a Notice of Repurchase). The notice of redemption shall specify the number of units acquired to be repurchased by the beneficiary, the total consideration payable for those units acquired and the time and place of completion of the transaction. The completion of the repurchase of the shares acquired pursuant to the Notice of Repurchase will occur on the date specified by the Company in the Notice of Repurchase. The Company may, in its sole discretion, pay for the acquired shares to be acquired pursuant to the Notice of Tender Offer by (i) cheque or (ii) transfer of immediately available funds. Notwithstanding the foregoing, and to the extent that the Board of Directors reasonably determines that the terms of an agreement proving the indebtedness of the Company or any of its subsidiaries would prohibit the Company from paying in cash the full amount of any share repurchase amount acquired during the four (4) month period following the applicable termination event, The Company shall have the right, but not the obligation, to pay such redemption amount for the units acquired in whole or in part (but only to the extent prohibited to the extent prohibited) by executing and delivering to the recipient an unsecured promissory note issued by the Company for the redemption amount of the acquired unit.