INDUCEMENT PLAN
NEWAMSTERDAM PHARMA COMPANY N.V.
INTRODUCTION
DEFINITIONS AND INTERPRETATION
Aggregate Share Pool | 1,500,000 Shares |
Article | An article of this Plan. |
Award | A grant under this Plan in connection with the hiring of an Eligible Participant in the form of one or more Options, SARs, Shares of Restricted Stock, RSUs, Other Awards, or a combination of the foregoing. |
Award Agreement | A written agreement between the Company and a Participant, in such form as may be approved by the Board or the Committee, evidencing the grant of an Award to such Participant and containing such terms as the Committee may determine, consistent with and subject to the terms of this Plan. |
Bad Leaver | A Participant who ceases to be a service provider to the Company and its Subsidiaries for Cause, including a situation where (i) the Participant resigns and (ii) the Committee determines that an event has occurred with respect to that Participant which constitutes Cause. |
Board | The Company’s board of directors. |
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Cause | With respect to a Participant, “cause” as defined in such Participant’s employment, service or consulting agreement with the Company or a Subsidiary, or if not so defined (and unless determined otherwise in the applicable Award Agreement or by the Committee): a. such Participant’s indictment for any crime which (i) constitutes a felony, (ii) has, or could reasonably be expected to have, an adverse impact on the performance of such Participant’s services to the Company and/or any Subsidiary or (iii) has, or could reasonably be expected to have, an adverse impact on the business and/or reputation of the Company and/or any Subsidiary; b. such Participant having been the subject of any order, judicial or administrative, obtained or issued by any governmental or regulatory body for any securities laws violation involving fraud, market manipulation, insider trading and/or unlawful dissemination of non-public price-sensitive information; c. such Participant’s wilful violation of the Company’s code of business conduct and ethics, insider trading policy or other internal policies and regulations established by the Company and/or any Subsidiary, in each case to the extent applicable to the Participant concerned; d. gross negligence or wilful misconduct in the performance of such Participant’s duties for the Company and/or any Subsidiary or wilful or repeated failure or refusal to perform such duties; e. material breach by such Participant of any employment, service, consulting or other agreement entered into between such Participant on the one hand and the Company and/or any Subsidiary on the other; f. except with respect to U.S. Participants, conduct by such Participant which should be considered as an urgent cause within the meaning of Section 7:678 DCC, irrespective of whether that |
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| provision applies to such Participant’s relationship with the Company and/or any Subsidiary; and g. except with respect to U.S. Participants, such other acts or omissions to act by such Participant as reasonably determined by the Committee, provided that the occurrence of an event described in paragraphs c. through e. above shall only constitute Cause if and when such event has not been cured or remedied by the relevant Participant within thirty days after the Company has provided written notice to such Participant. |
Change of Control | The occurrence of any one or more of the following events: a. the direct or indirect change in ownership or control of the Company effected through one transaction, or a series of related transactions within a twelve-month period, as a result of which any Person or group of Persons acting in concert, directly or indirectly acquires (i) beneficial ownership of more than half of the Company’s issued share capital and/or (ii) the ability to cast more than half of the voting rights in a General Meeting; b. at any time during a period of twelve consecutive months, individuals who at the beginning of such period constituted the Board cease to constitute a majority of members of the Board, provided that any new Director who was nominated for appointment by the Board by a vote of at least a majority of the Directors who either were Directors at the beginning of such twelve-month period or whose nomination for appointment was so approved, shall be considered as though such individual were a Director at the beginning of such twelve-month period; c. the consummation of a merger, demerger or business combination of the Company or any Subsidiary with another Person, unless such transaction results in the shares in the |
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| Company’s capital outstanding immediately prior to the consummation of such transaction continuing to represent (either by remaining outstanding or by being converted into, or exchanged for, voting securities of the surviving or acquiring Person or a parent thereof) at least half of the voting rights in the General Meeting or in the shareholders’ meeting of such surviving or acquiring Person or parent outstanding immediately after the consummation of such transaction; d. the consummation of any sale, lease, exchange or other transfer to any Person or group of Persons acting in concert, not being Subsidiaries, in one transaction or a series of related transactions within a twelve-month period, of all or substantially all of the business of the Company and its Subsidiaries; or e. subject to Article 10, such other event which the Committee reasonably determines to constitute a change of control in respect of the Company. |
Committee | The compensation committee established by the Board. |
Company | NewAmsterdam Pharma Company N.V. |
DCC | The Dutch Civil Code. |
Director | A member of the Board. |
Effective Date | The date on which this Plan has been adopted by the Board. |
Eligible Participant | Any newly hired (or newly rehired, after a bona fide period of non-employment, as determined by the Committee) Employee who satisfies the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4). |
Employee | Any Person who is a natural person, other than a Director, who is an employee or officer of the Company and/or a Subsidiary. |
Exercise Date | The date on which an Award is duly exercised by or on behalf of the Participant concerned. |
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Exercise Price | The exercise price applicable to an Award. |
FMV | The closing price of a Share on the relevant date (or, if there is no reported sale of Shares on such date, on the last preceding date on which any such reported sale occurred) on the principal stock exchange where Shares have been admitted for trading, unless determined otherwise by the Committee, provided, however, that the Committee shall exercise such discretion to determine otherwise with respect to Awards held by U.S. Participants only after giving due regard to the requirements of Sections 409A and 422 of the Code. |
General Meeting | The Company’s general meeting of shareholders. |
Good Leaver | A Participant who ceases to be a service provider to the Company and its Subsidiaries and who is not a Bad Leaver. |
Grant Date | The date on which the Committee decides to grant an Award, or such later effective date applicable to such Award as may be determined by the Committee, thereby completing the Company’s corporate action necessary to create the legally binding right constituting the Award. |
Option | The right to subscribe for, or otherwise acquire, one Plan Share. |
Other Award | An Award which does not take the form of an Option, SAR, Share of Restricted Stock or RSU, and which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares or factors which may influence the value of Shares, including cash-settled financial instruments and financial instruments which are convertible into or exchangeable for Plan Shares. |
Participant | The holder of an Award, including, as the context may require, the rightful heir(s) of a previous holder of such Award having acquired such Award as a result of the death of such previous holder. |
Performance Criteria | The performance criteria applicable to an Award. |
Person | A natural person, partnership, company, association, cooperative, mutual insurance society, foundation or any |
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| other entity or body which operates externally as an independent unit or organisation. |
Plan | This inducement plan. |
Plan Share | A Share underlying an Award. |
Restricted Stock | Plan Shares subject to such restrictions as the Committee may impose, including with respect to voting rights and the right to receive dividends or other distributions made by the Company. |
RSU | The right to receive, in cash, in assets, in the form of Plan Shares valued at FMV, or a combination thereof, the FMV of one Share on the Exercise Date. |
SAR | The right to receive, in cash, in assets, in the form of Plan Shares valued at FMV, or a combination thereof, the excess of the FMV of one Share on the applicable Exercise Date over the applicable Exercise Price. |
Section 409A IRC | Section 409A of the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance promulgated pursuant thereto (or any successor provision). |
Section 457A IRC | Section 457A of the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance promulgated pursuant thereto (or any successor provision). |
Securities Act | The U.S. Securities Act of 1933, as amended. |
Share | An ordinary share in the Company’s capital. |
Subsidiary | A subsidiary of the Company within the meaning of Section 2:24a DCC. |
Transfer | The (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, with respect to, any security, (ii) entry into any swap or other |
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| arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii). |
U.S. Participant | A Participant who is either a U.S. resident or a U.S. taxpayer. |
ADMINISTRATION
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AWARDS
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TYPES OF AWARDS
PERFORMANCE CRITERIA
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PLAN SHARES AVAILABLE FOR AWARDS
VESTING, EXERCISE AND SETTLEMENT
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provided, in each case, that Plan Shares may be delivered in the form of book-entry securities representing those Plan Shares (or beneficial ownership of those Plan Shares entitling the holder to exercise or direct the exercise of voting rights attached thereto) credited to the securities account designated by the relevant Participant. Furthermore, Plan
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Shares may be delivered as described in the previous sentence to a Person designated by the relevant Participant, with the prior approval of the Committee, as beneficiary of his Award.
PRICING RESTRICTIONS FOR OPTIONS AND SARS
U.S. PARTICIPANTS
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LEAVER
CHANGE OF CONTROL
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LOCK-UP
TAX
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DATA PROTECTION
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AMENDMENTS, TERM and TERMINATION
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GOVERNING LAW AND JURISDICTION
This Plan shall be governed by and shall be construed in accordance with the laws of the Netherlands. Subject to Article 3.1 paragraph g., any dispute arising in connection with these rules shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
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Annex A - Addendum for U.S. Participants
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