exv10w4






Exhibit 10.4




Vistaprint N.V.




AMENDED AND RESTATED



2000-2002 SHARE INCENTIVE PLAN, as amended



     WHEREAS, VistaPrint Corporation, formerly VistaPrint.com Incorporated, a Delaware corporation
(“VistaPrint Delaware”) adopted the 2000-2002 Stock Incentive Plan (the “Original Plan”) pursuant
to resolutions approved by VistaPrint Delaware’s Board of Directors at a meeting held on September
25, 2000 and by Written Consent of Stockholders dated October 2, 2000;



     WHEREAS, on April 29, 2002, VistaPrint Delaware merged and amalgamated with the VistaPrint
Limited, a Bermuda corporation (“VistaPrint Bermuda”), in accordance with the Merger and
Amalgamation Agreement by and between the VistaPrint Bermuda and VistaPrint Delaware dated April
29, 2002 (the “Merger”), pursuant to which VistaPrint Bermuda was the surviving entity;



     WHEREAS, under the Original Plan, the Merger constitutes a Reorganization Event, as such term
is defined in the Original Plan, and as a result all outstanding options were assumed by VistaPrint
Bermuda;



     WHEREAS, Vistaprint N.V., a company incorporated under the laws of the Netherlands (the
“Company”), assumed such plan effective August 31, 2009.



     NOW, THEREFORE, the Original Plan is hereby amended and restated as follows:



1. Purpose




     The purpose of this 2000-2002 Share Incentive Plan (the “Plan”) of the Company, is to advance
the interests of the Company’s shareholders by enhancing the ability of the Company and its
subsidiaries to attract, retain and motivate persons who make (or are expected to make) important
contributions to the Company and its subsidiaries by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better aligning the interests of such
persons with those of the Company’s shareholders. Except where the context otherwise requires, the
term “Company” includes any of the Company’s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the United States Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder (the “Code”) and any other business venture (including,
without limitation, joint venture or limited liability company) in which the Company has a
significant interest, as determined by the Company’s Supervisory Board.



2. Eligibility




     All of the Company’s employees, officers, directors, consultants and advisors (and any
individuals who have accepted an offer for employment are eligible to be granted options,
restricted share awards, or other share-based awards (each, an “Award”) under the Plan. Each person
who has been granted an Award under the Plan is deemed a “Participant.”



3. Administration and Delegation




     (a) Administration by the Board. The Plan will be administered by the Company’s Management
Board and/or Supervisory Board, as may be permitted by applicable law in any particular instance
(the “Board”). The Board has authority to grant Awards and to adopt, amend and repeal such
administrative



 









 




rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency. All decisions by the Board shall be made in the
Board’s sole discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under the
Plan made in good faith.




     (b) Appointment of Committees and Service Providers. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or more committees or
subcommittees of the Board (a “Committee”) and/or to one or more subsidiaries of the Company (a
“Service Provider”). All references in the Plan to the “Board” mean the Board, a Committee of the
Board, or a Service Provider, to the extent that the Board’s powers or authority under the Plan
have been delegated to such Committee or Service Provider.


4. Shares Available for Awards. Subject to adjustment under Section 9, Awards may be made
under the Plan for up to 9,000,000 ordinary shares of the Company, €0.01 par value per share (the
“Ordinary Shares”). If any Award expires or is terminated, surrendered or canceled without having
been fully exercised or is forfeited in whole or in part (including as the result of Ordinary
Shares subject to such Award being repurchased by the Company at the original issuance price
pursuant to a contractual repurchase right) or results in any Ordinary Shares not being issued, the
unused Ordinary Shares covered by such Award shall again be available for the grant of Awards under
the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitations under the Code. Ordinary Shares issued under the Plan may consist in whole of in part
of authorized but unissued shares or treasury shares.



5. Stock Options




     (a) General. The Board may grant options to purchase Ordinary Shares (each, an “Option”) and
determine the number of Ordinary Shares to be covered by each Option, the exercise price of each
Option and the conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable Dutch laws, applicable United States federal or state securities
laws, or other applicable laws worldwide, as it considers necessary or advisable. An Option that is
not intended to be an Incentive Stock Option (as hereinafter defined) is designated a “Nonstatutory
Stock Option.”



     (b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock
option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall be granted only
to employees of the Company or its parent or subsidiary corporations and shall be subject to and
shall be construed consistently with the requirements of Section 422 of the Code. The Company shall
have no liability to a Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock Option.



     (c) Exercise Price. The Board shall establish the exercise price at the time each Option is
granted and specify it in the applicable option agreement.



     (d) Duration of Options. Each Option shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable option agreement.



     (e) Exercise of Option. Options may be exercised by delivery to the Company of a written
notice of exercise signed by the proper person or by any other form of notice (including electronic
notice) approved



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by the Board together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.




     (f) Payment Upon Exercise. Ordinary Shares purchased upon the exercise of an Option granted
under the Plan shall be paid for as follows:




     (1) in cash or by check, payable to the order of the Company;




     (2) except as the Board may, in its sole discretion, otherwise provide in an option
agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy
broker to deliver promptly to the Company sufficient funds to pay the exercise price and any
required tax withholding or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price and any required tax withholding;




     (3) when the Ordinary Shares are registered under the United States Securities Exchange
Act of 1934 (the “Exchange Act”), by delivery of Ordinary Shares owned by the Participant, or
by attestation to the ownership of a sufficient number of Ordinary Shares, valued at their
fair market value as determined by (or in a manner approved by) the Board in good faith (“Fair
Market Value”), provided (i) such methods of payment are then permitted under applicable law
and (ii) such Ordinary Shares, if acquired directly from the Company, were owned by the
Participant at least six months prior to such delivery;




     (4) to the extent permitted by the Board, in its sole discretion by (i) delivery of a
promissory note of the Participant to the Company on terms determined by the Board, or (ii)
payment of such other lawful consideration as the Board may determine; or




     (5) by any combination of the above permitted forms of payment.



     (g) Substitute Options. In connection with a merger or consolidation of an entity with the
Company or the acquisition by the Company of property or securities of an entity, the Board may
grant Options in substitution for any options or other securities or equity-based awards granted by
such entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board
deems appropriate in the circumstances, notwithstanding any limitations on Options contained in the
other sections of this Section 5 or in Section 2.



     (h) Sale or Transfer of Ordinary Shares. In the discretion of the Board, the Participant’s
Award agreement may include terms and conditions regarding any sale, transfer or other disposition
by the Participant of the Ordinary Shares received upon the exercise of an Option granted under the
Plan, including any right of the Company to purchase all or a portion of such Ordinary Shares.



6. Restricted Shares




     (a) Grants. The Board may grant Awards entitling recipients to acquire Ordinary Shares,
subject to the right of the Company to repurchase all or part of such shares at their issue price
or other stated or formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the applicable Award are
not satisfied prior to the end of the applicable restriction period or periods established by the
Board for such Award (each, a “Restricted Share Award”).



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     (b) Terms and Conditions. The Board shall determine the terms and conditions of any such
Restricted Share Award, including the conditions for repurchase (or forfeiture) and the issue
price, if any, and conditions relating to applicable Dutch laws, applicable United States federal
or state securities laws, or applicable laws of other jurisdictions where a Restricted Share Award
is granted, as it considers necessary or advisable.



     (c) Share Certificates. Any Ordinary Share certificates issued in respect of a Restricted
Share Award shall be registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a share power endorsed in blank, with the
Company (or its designee). As a registered holder of the Ordinary Shares granted pursuant to the
Restricted Share Award, the Participant receiving such Award shall be entitled to all the rights,
privileges and benefits with respect to such Ordinary Shares. At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the certificates no longer
subject to such restrictions to the Participant or if the Participant has died, to the beneficiary
designated, in a manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant’s death (the “Designated
Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary
means the Participant’s estate.



     (d) Sale or Transfer of Ordinary Shares. In the discretion of the Board, the Participant’s
Restricted Award agreement may include terms and conditions regarding the sale, transfer or other
disposition by the Participant of the Ordinary Shares received pursuant to a Restricted Share
Award, including the right by the Company to purchase all or a portion of such Ordinary Shares.



7. Other Share-Based Awards




     The Board has the right to grant other Awards based upon the Ordinary Shares having such terms
and conditions as the Board may determine, including the grant of shares based upon certain
conditions, the grant of securities convertible into Ordinary Shares and the grant of stock
appreciation rights.



8. Adjustments for Changes in Ordinary Shares and Certain Other Events




     (a) Changes in Capitalization. In the event of any share split, reverse share split, share
dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other
similar change in capitalization or event, or any distribution to holders of Ordinary Shares other
than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii)
the number and class of securities and exercise price per share subject to each outstanding Option,
(iii) the repurchase price per share subject to each outstanding Restricted Share Award, and (iv)
the terms of each other outstanding Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall determine, in good
faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be applicable to such event,
and this Section 8(a) shall not be applicable.



     (b) Liquidation or Dissolution. In the event of a proposed liquidation or dissolution of the
Company, the Board shall upon written notice to the Participants provide that all then unexercised
Options will (i) become exercisable in full as of a specified time at least 10 business days prior
to the effective date of such liquidation or dissolution and (ii) terminate effective upon such
liquidation or dissolution, except to the extent exercised before such effective date. The Board
may specify the effect of a liquidation or dissolution on any Restricted Share Award or other Award
granted under the Plan at the time of the grant of such Award.



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     (c) Reorganization and Change in Control Events.



          (1) Definitions




               (a) A “Reorganization Event” means:




     (i) any merger or consolidation of the Company with or into another entity as a
result of which the Ordinary Shares are converted into or exchanged for the right to
receive cash, securities or other property; or




     (ii) any exchange of shares of the Company for cash, securities or other
property pursuant to a share exchange transaction.



               (b) A “Change in Control Event” means:




     (i) the acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership of any capital shares or equity of the Company if, after such acquisition,
such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) 50% or more of either (x) the then-outstanding Ordinary Shares
(the “Outstanding Company Ordinary Shares”) or (y) the combined voting power of the
then-outstanding securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this subsection (i), the following acquisitions shall
not constitute a Change in Control Event: (A) any acquisition directly from the
Company (excluding an acquisition pursuant to the exercise, conversion or exchange
of any security exercisable for, convertible into or exchangeable for Ordinary
Shares or voting securities of the Company, unless the Person exercising, converting
or exchanging such security acquired such security directly from the Company or an
underwriter or agent of the Company), (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (C) any acquisition by any corporation pursuant to a
Business Combination (as defined below) that complies with clauses (x) and (y) of
subsection (ii) of this definition; or




     (ii) the consummation of a merger, consolidation, reorganization,
recapitalization or share exchange involving the Company or a sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business Combination, each of the
following two conditions is satisfied: (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company
Ordinary Shares and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business Combination
(which includes, without limitation, a corporation that as a result of such
transaction owns the Company or substantially all of the Company’s assets either
directly or through one or more subsidiaries) (such resulting or acquiring
corporation is referred to herein as the “Acquiring Corporation”) in substantially
the same proportions as their ownership of the Outstanding Company Ordinary Shares
and Outstanding Company Voting Securities, respectively, immediately prior to such
Business Combination and (y) no Person (excluding the Acquiring



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Corporation or any employee benefit plan (or related trust) maintained or
sponsored by the Company or by the Acquiring Corporation) beneficially owns,
directly or indirectly, 30% or more of the then-outstanding shares of common stock
of the Acquiring Corporation, or of the combined voting power of the
then-outstanding securities of such corporation entitled to vote generally in the
election of directors (except to the extent that such ownership existed prior to the
Business Combination).




               (c) “Good Reason” means any significant diminution in the Participant’s title, authority, or
responsibilities from and after such Reorganization Event or Change in Control Event, as the case
may be, or any reduction in the annual cash compensation payable to the Participant from and after
such Reorganization Event or Change in Control Event, as the case may be, or the relocation of the
place of business at which the Participant is principally located to a location that is greater
than 50 miles from the current site.




               (d) “Cause” means any (i) willful failure by the Participant, which failure is not cured
within 30 days of written notice to the Participant from the Company, to perform his or her
material responsibilities to the Company or (ii) willful misconduct by the Participant that affects
the business reputation of the Company. The Participant is considered to have been discharged for
“Cause” if the Company determines, within 30 days after the Participant’s resignation, that
discharge for Cause was warranted.



          (2) Effect on Options




               (a) Reorganization Event. Upon the occurrence of a Reorganization Event (regardless of whether
such event also constitutes a Change in Control Event), or the execution by the Company of any
agreement with respect to a Reorganization Event (regardless of whether such event will result in a
Change in Control Event), the Board shall provide that all outstanding Options shall be assumed, or
equivalent options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof); provided that if such Reorganization Event also constitutes a Change in Control
Event, except to the extent specifically provided to the contrary in the instrument evidencing any
Option or any other agreement between a Participant and the Company, one-half of the number of
shares subject to the Option that were not already vested shall become exercisable if, on or prior
to the first anniversary of the date of the consummation of the Reorganization Event, the
Participant’s employment with the Company or the acquiring or succeeding corporation is terminated
for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring
or succeeding corporation. For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option confers the right to purchase, for
each Ordinary Share subject to the Option immediately prior to the consummation of the
Reorganization Event, the consideration (whether cash, securities or other property) received as a
result of the Reorganization Event by holders of each Ordinary Share held immediately prior to the
consummation of the Reorganization Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares);
provided, however, that if the consideration received as a result of the Reorganization Event is
not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to
the per share consideration received by holders of outstanding Ordinary Shares as a result of the
Reorganization Event.



               Notwithstanding the foregoing, if the acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, such Options, then the Board shall, upon
written notice to the Participants, provide that all then unexercised Options will become
exercisable in full as of a



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specified time prior to the Reorganization Event and will terminate immediately prior to the
consummation of such Reorganization Event, except to the extent exercised by the Participants
before the consummation of such Reorganization Event; provided, however, that in the event of a
Reorganization Event under the terms of which holders of Ordinary Shares will receive upon
consummation thereof a cash payment for each share of Ordinary Share surrendered pursuant to such
Reorganization Event (the “Acquisition Price”), then the Board may instead provide that all
outstanding Options shall terminate upon consummation of such Reorganization Event and that each
Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by
which (A) the Acquisition Price multiplied by the number of Ordinary Shares subject to such
outstanding Options (whether or not then exercisable), exceeds (B) the aggregate exercise price of
such Options. To the extent all or any portion of an Option becomes exercisable solely as a result
of the first sentence of this paragraph, upon exercise of such Option the Participant shall receive
shares subject to a right of repurchase by the Company or its successor at the Option exercise
price. Such repurchase right (1) shall lapse at the same rate as the Option would have become
exercisable under its terms and (2) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to the first sentence of this paragraph.




               (b) Change in Control Event that is not a Reorganization Event. Upon the occurrence of a
Change in Control Event that does not also constitute a Reorganization Event, except to the extent
specifically provided to the contrary in the instrument evidencing any Option or any other
agreement between a Participant and the Company, one-half of the number of shares subject to the
Option that were not already vested shall become exercisable if, on or prior to the first
anniversary of the date of the consummation of the Change in Control Event, the Participant’s
employment with the Company or the acquiring or succeeding corporation is terminated for Good
Reason by the Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation.



               (c) If any Option provides that it may be exercised for Ordinary Shares that remain subject to
a repurchase right in favor of the Company, upon the occurrence of a Reorganization Event, any
restricted shares received upon exercise of such Option shall be treated in accordance with Section
8(c)(3) as if they were a Restricted Share Award.



          (3) Effect on Restricted Share Awards




               (a) Reorganization Event that is not a Change in Control Event. Upon the occurrence of a
Reorganization Event that is not a Change in Control Event, the repurchase and other rights of the
Company under each outstanding Restricted Share Award shall inure to the benefit of the Company’s
successor and shall apply to the cash, securities or other property which Ordinary Shares were
converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Ordinary Shares subject to such Restricted Share Award.



               (b) Change in Control Event. Upon the occurrence of a Change in Control Event (regardless of
whether such event also constitutes a Reorganization Event), except to the extent specifically
provided to the contrary in the instrument evidencing any Restricted Share Award or any other
agreement between a Participant and the Company, one-half of the number of shares subject to
conditions or restrictions shall become free from all conditions or restrictions if, on or prior to
the first anniversary of the date of the consummation of the Change in Control Event, the
Participant’s employment with the Company or the acquiring or succeeding corporation is terminated
for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring
or succeeding corporation.



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          (4) Effect on Other Awards




               (a) Reorganization Event that is not a Change in Control Event. The Board shall specify the
effect of a Reorganization Event that is not a Change in Control Event on any other Award granted
under the Plan at the time of the grant of such Award.



               (b) Change in Control Event. Upon the occurrence of a Change in Control Event (regardless of
whether such event also constitutes a Reorganization Event), except to the extent specifically
provided to the contrary in the instrument evidencing any Award or any other agreement between a
Participant and the Company, one-half of the number of shares subject to each such Award shall
become exercisable, realizable, vested or free from conditions or restrictions if, on or prior to
the first anniversary of the date of the consummation of the Change in Control Event, the
Participant’s employment with the Company or the acquiring or succeeding corporation is terminated
for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring
or succeeding corporation.



9. General Provisions Applicable to Awards




     (a) Transferability of Awards. Except as the Board may otherwise determine or provide in an
Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the
person to whom they are granted, either voluntarily or by operation of law, except by will or the
laws of descent and distribution, and, during the life of the Participant, shall be exercisable
only by the Participant. References to a Participant, to the extent relevant in the context,
include references to authorized transferees.



     (b) Documentation. Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to
those set forth in the Plan.



     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone
or in addition or in relation to any other Award. The terms of each Award need not be identical,
and the Board need not treat Participants uniformly.



     (d) Termination of Status. The Board shall determine and indicate in the Participant’s Award
Agreement, the effect on an Award of the disability, death, retirement, authorized leave of absence
or other change in the employment or other status of a Participant and the extent to which, and the
period during which, the Participant, the Participant’s legal representative, conservator, guardian
or Designated Beneficiary may exercise rights under the Award.



     (e) Withholding. Each Participant shall pay to the Company, or make provision satisfactory to
the Board for payment of, any taxes required by law to be withheld in connection with Awards to
such Participant no later than the date of the event creating the tax liability. Except as the
Board may otherwise provide in an Award, when the Ordinary Shares are registered under the Exchange
Act, Participants may satisfy such tax obligations in whole or in part by delivery of Ordinary
Shares, including shares retained from the Award creating the tax obligation, valued at their Fair
Market Value; provided, however, that the total tax withholding where shares are being used to
satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations
(based on minimum statutory withholding rates for United States federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable income) or, the
applicable statutory withholding rates as required under the laws of a jurisdiction other than the
United States. The Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a Participant.



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     (f) Amendment of Award. The Board may amend, modify or terminate any outstanding Award,
including but not limited to, substituting therefor another Award of the same or a different type,
changing the date of exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required
unless the Board determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.



     (g) Conditions on Delivery of Share. The Company is not obligated to deliver any Ordinary
Shares pursuant to the Plan or to remove restrictions from shares previously delivered under the
Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including any applicable securities
laws and any applicable stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or agreements as the
Company may consider appropriate to satisfy the requirements of any applicable laws, rules or
regulations.



     (h) Acceleration. The Board may at any time provide that any Award shall become immediately
exercisable in full or in part, free of some or all restrictions or conditions, or otherwise
realizable in full or in part, as the case may be.



10. Miscellaneous




     (a) No Right To Employment or Other Status. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a Participant the
right to continued employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as expressly provided in the
applicable Award.



     (b) No Rights As Shareholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a shareholder with respect to any
Ordinary Shares to be distributed with respect to an Award until becoming the record holder of such
shares. Notwithstanding the foregoing, in the event the Company effects a split of the Ordinary
Shares by means of a share dividend and the exercise price of and the number of shares subject to
such Option are adjusted as of the date of the distribution of the dividend (rather than as of the
record date for such dividend), then an optionee who exercises an Option between the record date
and the distribution date for such share dividend shall be entitled to receive, on the distribution
date, the share dividend with respect to the Ordinary Shares acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close of business on the
record date for such share dividend.



     (c) Effective Date and Term of Plan. The Plan became effective on September 25, 2000 (the
“Initial Effective Date”). No Awards shall be granted under the Plan after the completion of ten
years from the Initial Effective Date, but Awards previously granted may extend beyond that date.



     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion
thereof at any time.



     (e) Authorization of Sub-Plans. The Board may from time to time establish one or more
sub-plans under the Plan for purposes of satisfying applicable blue sky, securities, tax or other
applicable laws of various jurisdictions. The Board shall establish such sub-plans by adopting
supplements to this Plan containing (i) such limitations on the Board’s discretion under the Plan
as the Board deems necessary or



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desirable or (ii) such additional terms and conditions not otherwise inconsistent with the
Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board are
deemed to be part of the Plan, but each supplement shall apply only to Participants within the
affected jurisdiction and the Company shall not be required to provide copies of any supplement to
Participants in any jurisdiction that is not the subject of such supplement.




     (f) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed
by and interpreted in accordance with the laws of the Netherlands, without regard to any applicable
conflicts of law.



Adopted by the Company’s Supervisory Board,

Management Board and shareholders on August 28, 2009.




Amended by the Company’s Supervisory Board and

Management Board on October 2, 2010.





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