[For LR Employees]
ACKNOWLEDGEMENT REGARDING EQUITY AWARD TREATMENT IN REORGANIZATION TRANSACTION
FOR LR EMPLOYEES IN CHINA
I acknowledge
that I have received the FREQUENTLY ASKED QUESTIONS REGARDING EQUITY AWARD TREATMENT IN REORGANIZATION TRANSACTION FOR LR EMPLOYEES IN CHINA dated September 17, 2018.
I understand that Acxiom Corporation, the parent company of my employer, Acxiom Asia Global Service Center Ltd.
(Acxiom-NG),
will be merged with High Garden Merger Sub, Inc. and Acxiom Holdings, Inc. with Acxiom Holdings, Inc. as the new parent company of the Acxiom group of companies.
I understand that Acxiom NG will be
re-named
LiveRamp China (LR China), likely sometime in October 2018.
I understand that the Acxiom Corporation 2005 Equity Compensation Plan (the Plan) and any restricted stock units (RSUs) granted
to me by Acxiom Corporation will be assumed by Acxiom Holdings, Inc. and I will receive shares of Acxiom Holdings, Inc. if and when my RSUs vest.
I
understand that upon the closing of the transaction in which the Acxiom Marketing Solutions (AMS) business is sold to The Interpublic Group of Companies, Inc. (IPG), Acxiom Greater China Information Services, Ltd.
(Acxiom-SH),
will no longer be part of the Acxiom group of companies.
I understand that
Acxiom-SH
will need to
de-register
the Plan with the State Administration of Foreign Exchange (SAFE), Shanghai branch, and that
Acxiom-NG
/ LR China will need to register the Plan with SAFE, Nantong branch in order for the Plan to continue to be offered to me.
I understand that if I want to sell any of my Acxiom shares after October 12, 2018, I may face a considerable delay in receiving the sale proceeds until
Acxiom-NG
/ LR China has completed its registration with SAFE, Nantong branch and opens a special bank account to receive funds related to the Plan (such as sale proceeds).
I understand that there is no guarantee of what the stock price of the Acxiom shares will be at any time and the stock price may fluctuate between when I sell
my shares and when I am able to receive the sale proceeds, and that Acxiom Corporation, Acxiom Holdings, Inc.,
Acxiom-SH,
Acxiom-NG
/ LR China and the Companys
designated broker for the Plan, E*TRADE, are not responsible for any loss I may realize upon the sale of my Acxiom shares.
I
understand that taxes will be due and will be withheld by from payroll (or by any other method permitted under the Plan and applicable law) at vesting of my RSUs and at sale of my Acxiom shares (regardless of when I receive the sale proceeds).
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Name of Employee:
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Signature:
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Date:
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