Exhibit 10.2

Non-Employee Directors

RESMED INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Participant Name: [Participant Name]

Grant Date:  [Grant Date]

Total Number of RSUs Granted: [Total Number of RSUs Granted]

This Restricted Stock Unit Award Agreement (the “Agreement”) sets forth the terms and conditions of the restricted stock units (“Restricted Stock Units” or “RSUs”) granted by ResMed Inc., a Delaware corporation (the “Company”), under the ResMed Inc. 2009 Incentive Award Plan, as amended from time to time (the “Plan”). This Agreement specifies the person to whom the RSUs are granted (“Holder”), the grant date of the RSUs (the “Grant Date”), the vesting schedule of the RSUs (the “Vesting Schedule”), the aggregate number of RSUs granted to Holder, and other specific details of the grant.

ARTICLE 1.

GENERAL

1.1        Defined Terms.  Capitalized terms not specifically defined herein shall have the meanings specified in the Plan. As used herein, the term “Restricted Stock Unit” and “RSU” shall mean a non-voting unit of measurement which represents the right to receive one share of Common Stock for each unit that vests (subject to adjustment as provided in Section 11.3 of the Plan) solely for purposes of the Plan and this Agreement. The RSUs shall be used solely as a device for the determination of the issuance of shares of Common Stock to eventually be made to Holder if and to the extent such RSUs vest pursuant to Section 2.2 hereof. The RSUs shall not be treated as property or as a trust fund of any kind.

1.2        Incorporation of Terms of Plan and Appendix I.  The RSUs are subject to the terms and conditions of the Plan, and, to the extent applicable, Appendix I hereto (which sets forth additional legal requirements, terms and conditions as may be required by Holder’s country), each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent applicable, in the event of any inconsistency between this Agreement and Appendix I, the terms of Appendix I shall control.

ARTICLE 2.

GRANT OF RESTRICTED STOCK UNITS

2.1        Grant of RSUs. In consideration of Holder’s continued service to the Company and for other good and valuable consideration, effective as of the Grant Date, the Company grants to Holder an award of RSUs as set forth in this Agreement, upon the terms and conditions set forth in the Plan and this Agreement, and to the extent applicable, Appendix I hereto.

2.2        Vesting Schedule.

(a)        Subject to Sections 2.2(b), 2.2(c) and 2.4 hereof, the RSUs awarded pursuant to this Agreement will vest and become nonforfeitable with respect to all of the RSUs on the earlier of: (i) the first November 11 following the Grant Date, or (ii) the date of the first

(1^st) annual meeting of the stockholders of the Company following the Grant Date, subject to Holder’s continued service through the applicable vesting date, as a condition to the vesting of the RSUs and the rights and benefits under this Agreement.

(b)        Notwithstanding Section 2.2(a) hereof, and subject to Section 2.4 hereof, in the event of a Change in Control and the Holder does not continue as a director of the successor entity to such Change in Control, the RSUs shall become fully vested and nonforfeitable as of the date of such Change in Control.

(c)        Notwithstanding Section 2.2(a) hereof and the Summary, if the Holder dies while serving as a director of the Company or a Subsidiary, as applicable, the unvested RSUs shall become fully vested and nonforfeitable as of the date of such Holder’s death.

2.3        Consideration to the Company.  In consideration of the grant of RSUs by the Company, Holder agrees to render faithful and efficient services to the Company and its Subsidiaries. Nothing in the Plan or this Agreement, nor Holder’s participation in the Plan, shall confer upon Holder any right to continue in the service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to terminate the services of Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder. In the event that Holder is not an Employee, Director or Consultant of the Company, the grant will not be interpreted to form an employment or service contract with the Company or any of its Subsidiaries.

2.4        Forfeiture, Termination and Cancellation upon Termination of Directorship.  Except as otherwise provided by the Administrator, upon Holder’s Termination of Directorship for any reason or no reason (other than Holder’s death), all then unvested RSUs subject to this Agreement will thereupon be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and Holder, or Holder’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.

2.5        Issuance of Shares upon Vesting.

(a)        As soon as administratively practicable following the vesting of any RSUs pursuant to Section 2.2 hereof, but in no event later than sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver to Holder (or any transferee permitted under Section 3.2 hereof) a number of shares of Common Stock equal to the number of such RSUs that vested on the applicable vesting date, less to the extent applicable, the number of shares of Common Stock withheld in accordance with Section 2.5(b). The shares of Common Stock delivered hereby shall be represented either by one or more stock certificates or by book entry, as determined by the Company in its sole discretion. Notwithstanding the foregoing, in the event shares of Common Stock cannot be issued in the time frame specified above due to the effects of Section 2.6(a), (b) or (c) hereof, then the shares of Common Stock shall be issued as soon as administratively practicable after the Administrator determines that shares of Common Stock can again be issued in accordance with Sections 2.6(a), (b) and (c) hereof (but in no event later than the deadline required to comply with the “short-term deferral” exemption under Section 409A of the Code).

(b)        Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment of any sums required by applicable law to be withheld or

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paid with respect to the grant or vesting of RSUs or the issuance of shares of Common Stock. Such payment shall be made by deduction from other compensation payable to Holder or in such other form of consideration acceptable to the Company, in such manner to be determined in the sole discretion of the Company, including, to the extent so permitted by the Company:

(i)        Check;

(ii)        Surrender or withholding of vested shares of Common Stock (including, without limitation, shares of Common Stock otherwise issuable under the RSUs) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by applicable law; or

(iii)        Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Holder has placed a market sell order with a broker with respect to shares of Common Stock then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale); or

(iv)        Any combination of the foregoing.

The Company shall not be obligated to deliver any new certificate representing shares of Common Stock to Holder or Holder’s legal representative or enter such shares of Common Stock in book entry form unless and until Holder or Holder’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Holder and all required social insurance contributions resulting from the grant or vesting of the RSUs or the issuance of shares of Common Stock. The Company makes no representations or undertakings regarding the tax treatment of the RSUs. The liability for all applicable amounts to be withheld is the Holder’s responsibility.

(c)        The Company, in its discretion, may in the future approve terms, policies and procedures permitting the deferral of receipt of shares of Common Stock issuable pursuant to vested RSUs. To the extent the Company approves such terms, policies and procedures as applicable to the RSUs granted hereby, such terms, policies and procedures shall become a part of this Agreement upon acceptance by the Holder.

2.6        Conditions to Delivery of Common Stock; Legal Requirements.  The shares of Common Stock deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by the Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:

(a)        The admission of such shares of Common Stock to listing on all stock exchanges on which such Common Stock is then listed;

(b)        The completion and maintenance of any registration or other qualification of such shares of Common Stock under any state, federal or foreign law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental

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regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)        The obtaining of any approval or other clearance from any state, federal or foreign governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)        The receipt by the Company of full payment for such shares of Common Stock, including payment of any applicable withholding tax or social insurance contributions, which may be in one or more of the forms of consideration permitted under Section 2.5 hereof; and

(e)        The lapse of such reasonable period of time following the vesting of any RSUs as the Administrator may from time to time establish for reasons of administrative convenience.

2.7        Rights as Stockholder.  The Holder shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any shares of Common Stock underlying the RSUs and deliverable hereunder unless and until such shares of Common Stock shall have been issued by the Company and held of record by such Holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Common Stock are issued, except as provided in Section 11.3 of the Plan. No Dividend Equivalent awards shall be awarded in respect of any unvested RSUs.

2.8        Restrictions on Transfer of Shares of Common Stock.

(a)        Except as set forth in Section 2.8(b), prior to the earlier of: (i) November 11^th of the third year following the Grant Date, or (ii) six months following the Holder’s Termination of Directorship, the Holder shall not sell, pledge, assign or transfer in any manner, other than by will or the law of descent and distribution, any of the Restricted Shares. The “Restricted Shares” shall mean fifty percent (50%) of the shares of Common Stock delivered to the Holder upon vesting of the RSUs pursuant to Section 2.5.

(b)        Notwithstanding the foregoing provisions of subsection 2.8, the Administrator, in its sole discretion, may permit the transfer of the Restricted Shares held by the Holder (i) pursuant to a DRO, or (ii) by gift or contribution to a Permitted Transferee. Any Restricted Shares that have been so transferred shall continue to be subject to all of the terms and conditions as applicable to the original Holder, including the restrictions on transfer set forth in Section 2.8(a) and the transferee shall execute any and all such documents requested by the Administrator in connection with the transfer, including, without limitation, to evidence the transfer and to satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws.

ARTICLE 3.

OTHER PROVISIONS

3.1        Administration.  The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All

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actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Holder, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

3.2        Grant is Not Transferable.

(a)        Except as set forth in Section 3.2(b), during the lifetime of Holder, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Common Stock underlying the vested RSUs have been issued. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of Holder or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

(b)        Notwithstanding the foregoing provisions of subsection 3.2(a), the Administrator, in its sole discretion, may permit the transfer of RSUs held by the Holder (i) pursuant to a DRO, or (ii) by gift or contribution to a Permitted Transferee. Any RSU that has been so transferred shall continue to be subject to all of the terms and conditions as applicable to the original Holder, and the transferee shall execute any and all such documents requested by the Administrator in connection with the transfer, including, without limitation, to evidence the transfer and to satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws.

3.3        Binding Agreement.  Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.4        Adjustments Upon Specified Events.  The Administrator may accelerate the vesting of the RSUs and the issuance of shares of Common Stock with respect to vested RSUs in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Common Stock contemplated by Section 11.3 of the Plan, the Administrator shall make any appropriate adjustments in the number of RSUs then outstanding and the number and kind of securities that may be issued in respect of the RSUs. Holder acknowledges that the RSUs are subject to amendment, modification and termination in certain events as provided in this Agreement and Section 11.3 of the Plan.

3.5        Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given when personally delivered to the party entitled to receive the notice (which may include electronic delivery by email) or when sent by certified or registered mail, postage prepaid, properly addressed to the party entitled to receive such notice at the address stated below:

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3.6        Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.7        Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.8        Conformity to Securities Laws.  Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state and foreign securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.9        Amendments, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Holder.

3.10      Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.

3.11      Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if Holder is subject to Section 16 of the Exchange Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.12      Entire Agreement.  The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Holder with respect to the subject matter hereof.

3.13      Section 409A.  The RSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Holder or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including

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amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

3.14      Limitation on Holder’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Unless and until the RSUs will have vested in the manner set forth in Article 2 hereof, Holder will have no right to the issuance of shares of Common Stock with respect to the RSUs. Holder shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to RSUs, as and when payable hereunder.

3.15      Language.  In the event Holder has received this Agreement, including Appendix I hereto (if any), or any other document related to the Plan translated into a language other than English, the English version will control to the extent the translated version differs from the English version,.

3.16      Electronic Delivery.  The Company may, in its sole discretion, decide (a) to deliver by electronic means any documents related to the RSUs granted under the Plan, Holder’s participation in the Plan, or future awards that may be granted under the Plan or (b) to request by electronic means Holder’s consent to participate in the Plan. Holder hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an online or electronic system established and maintained by the Company or any third party designated by the Company.

3.17      Nature of Grant.  In accepting the RSUs, Holder acknowledges that:

(a)        the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;

(b)        all decisions with respect to future awards of RSUs, if any, will be at the sole discretion of the Company;

(c)        Holder’s participation in the Plan is at the discretion of the Company;

(d)        RSUs are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary;

(e)        RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;

(f)        the future value of the underlying Common Stock is unknown and cannot be predicted with certainty;

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(g)        in consideration of the award or forfeiture of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or any diminution in value of the RSUs or Common Stock received when the RSUs vest resulting from Termination of Directorship by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws), and Holder irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then by accepting this Agreement, Holder shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(h)        in the event of Holder’s Termination of Directorship (whether or not in breach of local labor laws), Holder’s right to receive RSUs and the vesting of the RSUs, if any, will terminate effective as of such date that Holder is no longer a Director (subject to and in accordance with Section 2.2(c) hereof), and the Administrator shall have the exclusive discretion to determine when there is a Termination of Directorship for purposes of the RSUs;

(i)        the Company is not providing any tax, legal or financial advice with respect to the RSUs, nor is the Company making any recommendations regarding Holder’s participation in the Plan, or Holder’s acquisition or sale of the underlying Common Stock; and

(j)        Holder is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Holder’s participation in the Plan before taking any action related to the Plan and the RSUs.

3.18      Data Privacy Waiver.

(a)        Holder hereby agrees that the Company and its Subsidiaries and affiliates are permitted to collect, store, hold, process, and transfer personal (and sensitive) information and data relating to the Holder as part of its personnel and other business records and may use such information in the course of its business. Such information and data may include, but is not limited to, personal data, employment information, and financial information. The Company and its Subsidiaries and affiliates may use such data for compensation and benefit planning, to administer the Plan and other benefits plans, and otherwise in the course of its business.

(b)        Holder hereby agrees that the Company and its affiliates may disclose or transfer such personal data or information to third parties, including parties situated outside the country in which Holder works or reside even if the recipient country has different data privacy laws than those in the country where Holder works or resides.

(c)        This Section 3.18 applies to information and data held, used or disclosed in any medium. Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic form, of Holder’s personal data as described in this Agreement by and among, as applicable, Holder’s employer, the Company and any Subsidiary for the exclusive purpose of implementing, administering and managing Holder’s participation in the Plan.

(d)        Holder understands that the Company and the employing Subsidiary may hold certain personal information about Holder, including but not limited to, Holder’s name, home address and telephone number, date of birth, date of hire, salary, nationality, job title, country of taxation, shares of Common Stock or directorships held in the Company, details of all RSUs or other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in Holder’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Personal Data”). Holder understands that Personal

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Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that the Personal Data recipients may be located in Holder’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Holder’s country. Holder understands that he or she may request a list with the names and addresses of any potential recipients of the Personal Data by contacting Holder’s local human resources representative. Holder authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing Holder’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Holder may elect to deposit any common stock received upon vesting of the RSUs. Holder understands that Personal Data will be held only as long as is necessary to implement, administer and manage Holder’s participation in the Plan. Holder understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing Holder’s local human resources representative. Holder understands that refusal or withdrawal of consent may affect Holder’s ability to realize benefits from the RSUs. For more information on the consequences of Holder’s refusal to consent or withdrawal of consent, Holder understands that he or she may contact his or her local human resources representative.

3.19      Participants Outside of the United States.  If Holder is a resident of a foreign jurisdiction and subject to the laws of such jurisdiction, then Holder hereby agrees to be subject to the additional requirements and disclosures set forth in Appendix I hereto with respect to Holder’s country, which are hereby incorporated into this Agreement, regardless of the law that might be applied under principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereunto agree to the terms and conditions set forth in this Agreement.

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APPENDIX I

If Holder is a resident of a foreign jurisdiction and subject to the laws of such jurisdiction, then Holder shall be subject to any additional requirements and disclosures set forth in this Appendix I with respect to Holder’s country. The vesting period for RSUs may differ for Holders residing in different foreign jurisdictions due to the requirements of the laws of such foreign jurisdictions. To the extent applicable, in the event of any inconsistency between this Appendix I and the Agreement, the terms of this Appendix I shall control.

Canada

Shares Underlying RSUs.  RSUs will be settled in shares of Common Stock from newly issued shares of the Company and not treasury shares.

Consent to Receive Information in English for Employees in Quebec.  The parties to the Agreement acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceeds entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigè la redaction en anglais de cette convention, ainsi que de tous documents executes, avis donnès et procedures juriciaries intentèes, directement ou indirectement, relativement à ou suite à la prèsente convention.

France

Nature of the Award.  The RSUs granted under this Agreement should qualify for favorable tax and social security treatment applicable to shares granted under Sections L. 225-197-1 to L.225-197-5 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws and the terms and conditions set forth herein (“French-Qualified RSUs”), but no undertaking is made to maintain such status. Holder shall not be entitled to any damages if the RSUs no longer qualify as French-Qualified RSUs.

Restrictions on Vesting and Sale of Shares of Common Stock.  In order to comply with the minimum mandatory holding period applicable to shares of Common Stock underlying French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, the French-Qualified RSUs will not vest before the fourth anniversary of the Grant Date, except as provided below (such four-year period is referred to as the “Holding Period”). At the expiration of the Holding Period, the shares of Common Stock cannot be transferred (i) during the ten trading sessions preceding and following the date on which the consolidated accounts or annual accounts of the granting company are first released to the public, and (ii) during a period (x) starting from the date on which the Board of Directors of the Company or any committee thereof becomes aware of any information which, if published, could significantly affect the Company’s market price and (y) ending at the close of the tenth trading session following the publication of the information. In addition, the shares of Common Stock will not be sold or transferred during certain closed periods as provided for and defined by Section L. 225-197-1 of the French Commercial Code, as amended, so long as those closed periods are applicable to shares underlying French-Qualified RSUs, and during such other holding periods as may be required under French law in order to maintain the tax-qualified status of the French-Qualified RSUs.

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Transfer upon Death.  The Company shall issue the shares of Common Stock underlying the vested French-Qualified RSUs, if any, to Holder’s heirs, at their request, if such request occurs within six (6) months following the death of Holder and pursuant to the conditions provided for in the Agreement. If Holder’s heirs do not request the issuance of the shares of Common Stock underlying the vested French-Qualified RSUs within six (6) months following Holder’s death, the vested French-Qualified RSUs will be forfeited. Subject to Section 2.2(c) of the Agreement, any unvested French-Qualified RSUs will be forfeited upon Holder’s death. Holder’s heirs shall not be subject to the restriction on the sale of the shares of Common Stock.

Sub-Plan.  The French-Qualified RSUs shall be subject to the terms and conditions of any French sub-plan that the Company may adopt from time to time in order to maintain the tax-qualified status of such RSUs, the terms and conditions of which shall be incorporated by reference into the Agreement and this Appendix I and made a part hereof.

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