Option Grant and Exercise Terms slide image

Option Grant and Exercise Terms

EXHIBIT 10.12 attempt to sell, or other dispose of the Shares, rights to Shares, or rights linked to the value of Shares, during such times as Optionee is considered to have “inside information" regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the U.S. and Optionee's country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Optionee placed before possessing inside information. Furthermore, Optionee may be prohibited from (i) disclosing insider information to any third party, including fellow employees (other than on a "need to know" basis) and (ii) “tipping" third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Netflix, Inc. Insider Trading Policy. Optionee acknowledges that it is Optionee's responsibility to comply with any applicable restrictions, and Optionee should speak to his or her personal advisor on this matter. U.Foreign Asset and Account Reporting. Optionee's country may have certain exchange control and/or foreign asset/account reporting requirements which may affect Optionee's ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds resulting from the sale of Shares) in a brokerage or bank account outside of Optionee's country. Optionee may be required to report such accounts, assets or transactions to the tax or other authorities in Optionee's country. Optionee also may be required to repatriate sale proceeds or other funds received as a result of Optionee's participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. Optionee acknowledges that it is Optionee's responsibility to comply with any applicable regulations, and that Optionee should speak to Optionee's personal advisor on this matter. *** The Options granted hereunder are granted under and governed by the terms and conditions of the Plan and this Agreement. By accepting this Option, (1) Optionee confirms that Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement, and (2) Optionee agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Optionee must promptly notify the Company in writing (including electronically) of any change in Optionee's residence address. 9
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