EX-4.2



 Exhibit 4.2 

DATED 4 DECEMBER 2014 

AVG Technologies N.V. 
  

 
 AMENDED AND
RESTATED 2013 OPTION PLAN 
  
  







 AVG TECHNOLOGIES N.V. 

AMENDED AND RESTATED 2013 OPTION PLAN 

(As adopted 8 June 2009 and as amended and restated on 4 December 2014) 

This Option Plan is designed in order to grant options on Shares (as further defined below) to certain employees of, or other persons having business
relationships with, the Company and its Subsidiaries. 
 This Option Plan was initially approved and adopted by the General Meeting of Shareholders on
8 June 2009 and was subsequently amended and restated effective on the following dates: (i) 1 October 2009; (ii) 30 June 2010; (iii) 11 March 2011; (iv) 29 September 2011; (v) 30 January 2012;
(vi) 7 May 2013; and (vii) 4 December 2014. The last amendment and restatement was approved by the Supervisory Board in a meeting dated 4 December 2014. 

 

	1.	Definitions 

 The following terms apply: 

 

			
	Administrator		means the Supervisory Board, a committee of the Supervisory Board or a third party designated at the discretion of the Supervisory Board to administer this Option Plan.
		
	AVG Business		means the business of the Company and its Subsidiaries.
		
	Company		means AVG Technologies N.V., a limited liability company, incorporated under the laws of the Netherlands, having its seat at Amsterdam, the Netherlands, having its registered office at Gatwickstraat 9-39, 1043 GL Amsterdam, the
Netherlands, and registered with the commercial register of the Chamber of Commerce (Kamer van Koophandel) for Amsterdam under number 52197204.
		
	Date of Grant		means the date when an Option is granted hereunder or, if so provided in the Option Agreement, the date when the grant becomes unconditional. For Options granted in fulfillment of certain binding promises made prior to the adoption
of this Option Plan, the Date of Grant shall be the date of such earlier promises, as determined in good faith by the Supervisory Board and in accordance with Dutch law.


  
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	Designated Person		means a (legal) person designated by the Supervisory Board.
		
	Fair Market Value		 means:
  

(i)     the closing price of the Shares on the Date of Grant; or (ii) the average selling
price of the Shares, during the 30 days immediately preceding the date as of which Fair Market Value is being determined, on the principal securities exchange where the Shares are traded, as determined by the Supervisory Board, acting in good faith
(or if, as of the date when the Fair Market Value of the Shares must be determined, the Shares have not been listed on any securities exchange for 30 days, the average closing price of the Shares on the principal securities exchange where the
Shares are traded, as determined by the Supervisory Board acting in good faith, during such shorter period as the Supervisory Board acting in good faith deems appropriate). With respect to Options granted to Nominees who are subject to taxation in
the United States the Administrator must designate the Nominee who is the recipient of the Option, the number of Shares subject to the Option and the method described in this part b(ii) as the method for determining the Fair Market Value of the
Shares for purposes of setting the Option price of the Option, all in advance of the first day of the applicable 30-day period. For this purpose “average selling price” refers to the arithmetic mean of such selling price on all trading
days during the applicable 30-day period, or the average of such selling prices over the applicable 30-day period weighted based on the volume of trading of the Shares on each trading day during the applicable 30-day period.

		
	General Meeting of Shareholders		means the general meeting of shareholders (algemene vergadering van aandeelhouders) of the Company.
		
	Liquidity Event		 means:
  

(a) a purchase by a third party of all or substantially all of the AVG Business; or



  
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			 (b)    a purchase by a third party of (i) more than 50% of the Company’s issued and outstanding shares and/or
(ii) all or substantially all of the shares of all Subsidiaries.

		
	Nominee		means (i) an employee, manager or consultant of the Company or one of its Subsidiaries or (ii) an individual, otherwise having a business relationship with the Company or its Subsidiaries, as approved by the Supervisory
Board.
		
	Option Agreement		means an agreement between a Nominee and the Company in relation to the grant of Options.
		
	Option Plan		means this Amended and Restated AVG Technologies N.V. 2013 Option Plan, as amended from time to time.
		
	Option Price		means the exercise price of Options as laid down in the relevant Option Agreement.
		
	Optionee		means a Nominee who has accepted Options offered under an Option Agreement.
		
	Options		means options on Shares that are subject to the terms of the Option Plan.
		
	Shares		means ordinary shares, par value €0.01, in the capital of the Company.
		
	Start Date		means the date from which vesting of Options granted hereunder commences, which date, for purposes of Options granted in connection with the promotion of a Nominee who is an employee, shall be the earliest of (i) the first
day of the month following the month in which the promotion becomes effective and (ii) such other date as may be designated by the Supervisory Board in connection with the approval of the grant.
		
	Subsidiaries		means any subsidiary of the Company in which the Company owns at least 99% of the voting stock of the subsidiary.


  
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	Supervisory Board		means the supervisory board of the Company.
		
	Termination for Cause		means a Termination of Employment Event resulting from dishonesty, fraud, willful misfeasance, gross negligence or other gross misconduct, in each case relating to the Optionee’s employment, management and/or consultancy
agreement or other relevant business relationship with the Company or any Subsidiary.
		
	Termination of Employment Event		means the termination of the employment, management and/or consultancy agreement, or other relevant business relationship, between an Optionee and the Company or any Subsidiary for any reason, including but not limited to the death
of an Optionee; provided, however, that a transfer of an Optionee between locations of the Company or a Subsidiary or between the Company and any Subsidiary or between Subsidiaries shall not constitute a Termination of Employment.
		
	Termination Without Cause		means the occurrence of a Termination of Employment Event with respect to an Optionee that is not a Termination for Cause of such Optionee’s employment, management and/or consultancy agreement, or other relevant business
relationship with the Company or a Subsidiary.

  

	2.	Duration 

  

	2.1	The Option Plan applies to all Nominees. 

  

	2.2	Unless extended by the General Meeting of Shareholders, this Option Plan shall be effective for a period of ten (10) years from the date of initial adoption thereof by the General Meeting of Shareholders as set
forth above; provided that Options granted during the term of this Option Plan shall continue to vest and be exercisable as set forth in the relevant Option Agreement after the expiration of such 10-year term. 


 

	3.	Purpose of the Option Plan 

 The purpose of the Option Plan is to provide Nominees with
an opportunity to participate directly in the growth of the value of the Company by receiving Options for Shares. 

  
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	4.	Administration of the Option Plan 

  

	4.1	The Option Plan shall be administered by the Supervisory Board, a committee of the Supervisory Board or a third party designated at the discretion of the Supervisory Board. Such designation can at all times be revoked
by the Supervisory Board. 

  

	4.2	The Administrator shall be authorized to take all actions required or advisable for the administration and proper implementation of the Option Plan. 


 

	4.3	The Administrator shall be authorized: 

  

	 	(i)	to interpret the Option Plan; 

  

	 	(ii)	to authorize the Company to enter into Option Agreements with Nominees; and 

  

	 	(iii)	to make all other decisions necessary or advisable to enable the administration and proper implementation of the Option Plan. 

  

	5.	Grant of Options 

  

	5.1	The total number of Shares in respect of which Options may be granted under the Option Plan shall not exceed 12,209,948 Shares. Shares in respect of which Options are granted will again be available for the grant by the
Supervisory Board of Options hereunder to the extent that the relevant Options lapse or are forfeited, without having been exercised in full subject to the provisions of this Option Plan and the decision of the Supervisory Board as to the terms and
conditions of such new grants of Options. 

 Options can only be granted to members of the management board of the Company and
the Supervisory Board after prior approval of the General Meeting of Shareholders to the extent required under Dutch law. 
  

	5.2	Unless the Supervisory Board otherwise determines, Options may only be granted during such fixed periods of each year as shall be determined by the Supervisory Board in advance, in compliance with applicable Dutch law
or other insider trading rules and any relevant rules of the exchange upon which the Shares are listed. 


  
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	6.	Price 

 An Optionee is not under any obligation to pay any amount to the Company in
respect of the grant of Options. Subject to the provisions of Articles 8.4 and 9.2, an Optionee is obliged to pay the Option Price upon exercise as laid down in the Option Agreement. 

 

	7.	Transfer and Vesting of Options 

  

	7.1	Except as provided for under the Option Plan, the Options may not be sold, assigned, transferred, pledged, mortgaged or otherwise disposed of, unless otherwise agreed by the Supervisory Board. The aforementioned
prohibition does not apply to the transmission of vested Options to the heirs of an Optionee, subject to the terms of the relevant Option Agreement. 

  

	7.2	The Option Agreement shall contain a vesting schedule relating to each Option. Unless otherwise determined by the Supervisory Board at the time the Option is granted, each Option will vest (i.e., such Option will
actually become exercisable) over a period of 4 years, whereby 25% of the Options will vest on the first anniversary of the Start Date and the remaining 75% of the Options will thereafter vest quarterly, in equal portions during the following 12
quarters. No Options may be exercised more than 10 years from the Start Date, unless the vesting is postponed pursuant to the terms of the relevant Option Agreement. If the vesting of Options for any year is postponed, the 10-year exercise period
shall be extended once by a maximum period of one year. 

  

	7.3	The exercisability of Options may in the sole discretion of the Supervisory Board be made subject to satisfaction of financial performance criteria relating to the earnings, revenues, profits or other results of the
Company and/or the Subsidiaries and/or other financial criteria. Such financial performance or other financial criteria contained in any Option Agreement may be waived by the Supervisory Board in its sole discretion, in whole or in part, as to some
or all Options thereunder. 

  

	7.4	The Options that have not vested in accordance with the vesting scheme as laid down in the Option Agreement are, unless otherwise agreed by the Supervisory Board, forfeited upon: 


 

	 	(i)	a moratorium of payments, bankruptcy, debt restructuring (schuldsanering) or similar proceedings being imposed on an Optionee; or the appointment of a guardian by a court (onder curatelestelling) or
curator in bankruptcy over an Optionee; or 

  

	 	(ii)	the occurrence of a Termination of Employment Event with respect to such Optionee. 


  
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	7.5	Upon the occurrence of a Termination of Employment Event with respect to an Optionee the Optionee’s vested Options shall terminate or continue to be exercisable as set forth below: 


 

	 	(i)	In case of Termination for Cause of an Optionee’s employment, management, consultancy or other relevant business relationship with the Company or a Subsidiary, both the Options of such Optionee that have vested (to
the extent not exercised) and the Options of such Optionee that have not vested shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 


 

	 	(ii)	In the case of a Termination Without Cause of an Optionee’s employment, management, consultancy or other business relationship with the Company or a Subsidiary, such Optionee may continue to exercise such
Optionee’s vested Options for a period of 90 days after the date of such Termination Without Cause, unless the Supervisory Board otherwise agrees. If such Options are not exercised within such 90-day period, such Options will, unless the
Supervisory Board otherwise agrees, be forfeited. 

  

	7.6	An Optionee incurs no right whatsoever to damages in respect of the lapse, annulment or the forfeiture of any Option pursuant to this Option Plan. 


 

	7.7	The Option Price may not be less than 90% of the Fair Market Value of a Share as of the Date of Grant, unless the Supervisory Board otherwise determines; provided, however, that the Option Price may not be less than
100% of the Fair Market Value of a Share as of the Date of Grant with respect to Options granted to Optionees who are subject to taxation in the United States. 

  

	8.	Exercise of Options 

  

	8.1	All Options that have been granted under the Option Plan can be exercised, provided that they have vested in accordance with the relevant Option Agreement, and have not been forfeited. 


 

	8.2	An Optionee is required to notify the Administrator in writing of the exercise of Options. Options to the extent vested and exercisable can be exercised partially or all at once. An Optionee shall not be entitled to any
fractional Shares upon exercise of an Option. If any exercise of an Option would but for the provisions of the preceding sentence result in the issuance of fractional Shares, the number of Shares issued upon such exercise shall be rounded down to
the nearest whole number. 


  
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	8.3	Within one (1) month after written notice by an Optionee of his exercise of Options the Shares in respect of which the Option has been exercised will be issued or transferred to the Optionee, against prior payment
of the Option Price in cash or in such other manner as is agreed by the Administrator or as is set forth herein. Subject to the provisions of Articles 8.4, 8.7 and 9.2, no Shares will be issued or transferred to the Optionee as long as the Optionee
has not paid the Option Price and taxes and any costs in connection with the exercise of the Option to the Company in full by wire transfer of immediately available funds to a bank account of the Company designated by the Company. 


 

	8.4	At the sole discretion of the Administrator, the Company may settle its obligation to deliver Shares to an Optionee pursuant to this Option Plan or an Option Agreement by paying to the Optionee cash equal to the Fair
Market Value of the Shares issuable upon exercise of the Options less the applicable Option Price for such Shares. 

  

	8.5	All the provisions in this Option Plan relating to exercise of Options are subject to restrictions regarding the exercise of options laid down in any applicable law. 


 

	8.6	Except as provided below, the Option Price in respect of any Options granted hereunder shall upon exercise of such Options be reduced by the hypothetical amount of dividends (including ordinary dividends) or other
distributions that would have been payable on the Shares in respect of which the Option is exercised if such Shares had been issued to the relevant Optionee immediately after the Options with respect to such Shares first vested. Notwithstanding the
foregoing, in respect of any Option granted to an Optionee who is subject to taxation in the United States, the Option Price shall not be reduced by the hypothetical amount of ordinary dividends and any adjustment with respect to extraordinary
dividends or other distributions shall not be made contingent on the exercise of the Option. The Option Price shall not in any event be reduced below €0.01 per Share as a result of the operation of this Article 8.6. 


 

	8.7	Provided there is a public market for the Shares at the time of exercise and pursuant to rules and procedures established by the Administrator from time to time, the Optionee may exercise Options through the delivery of
irrevocable instruments to a broker to sell: 

  

	 	(i)	all Shares in respect of which the Option is exercised; or 

  

	 	(ii)	a portion of Shares in respect of which the Option is exercised which shall at least cover an amount equal to the aggregate Option Price for the Shares being purchased and any taxes due by the Company and/or its
affiliates in connection with the exercise of the Option. 


  
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 If the Optionee chooses to exercise Options in accordance with this Article 8.7 (i) or (ii),
any taxes and any costs in connection with the exercise of the Option, including commissions and other brokerage fees, shall be deducted and any proceeds remaining are paid over to the Optionee. 

 

	9.	Acceleration of Options upon Liquidity Event 

  

	9.1	Upon the occurrence of a Liquidity Event, the Supervisory Board may in its sole discretion declare that (i) the Options of one or more Optionees vest immediately and are therefore immediately exercisable and the
vesting schedule as set forth in the relevant Option Agreements shall not be applicable and/or (ii) Options that have not vested as of the date of the relevant Liquidity Event shall cease to be exercisable after the occurrence of the relevant
Liquidity Event and are thus forfeited. 

  

	9.2	In the case of a transfer of Shares in connection with a Liquidity Event the price payable for the Shares shall be equal to the price paid by the purchaser in the Liquidity Event for the other shares of the Company
(other than unvested shares issued pursuant to subscription agreements providing for forfeiture of unvested shares) or the substantial economic equivalent thereof as determined by the Supervisory Board acting in good faith. 


 

	10.	Taxes 

  

	10.1	The Company and/or its Subsidiaries shall have the right to withhold from any salary, severance or other amounts payable by the Company or a Subsidiary to an Optionee, or to otherwise require payment by the Optionee of,
any taxes and/or social security contributions payable by the Optionee in connection with his participation in the Option Plan as well as any taxes and/or social security contributions payable by the Optionee in connection with any exercise of
Options. 

  

	10.2	An Optionee is and remains at all times fully responsible for the payment of any taxes and/or social security contributions payable by the Optionee in connection with his or her participation in the Option Plan.



  
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	11.	No employment condition 

 The participation of an Optionee in the Option Plan does not
constitute remuneration for any employment activity. The Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, and/or service payments,
bonuses, long service awards, pension or retirement benefits or similar payments. 
  

	12.	Anti-dilution adjustment 

 Subject to any required action by the General Meeting of
Shareholders and other corporate bodies of the Company, the number and type of Shares corresponding with and covered by each outstanding Option, as well as the price per Share corresponding with and covered by each such outstanding Option, and the
total number and type of Shares issuable under this Option Plan, shall be proportionally adjusted in such manner as the Supervisory Board acting in good faith shall deem appropriate for (a) any increase or decrease in the number of issued
shares of the Company resulting from a stock split, reverse stock split, stock dividend, combination, or reclassification of shares, or any other increase or decrease in the number of issued shares of the Company effected without receipt of cash
consideration by the Company (including proportionate issuances of shares to all holders of shares of the Company by way of conversion of share premium) or (b) the occurrence of any other event which in the good faith judgment of the
Supervisory Board has substantially the same economic effect as any of the events described in clause (a) of this sentence. Such adjustment shall be made by the Supervisory Board, whose determination in that respect shall be final, binding, and
conclusive. Except as expressly provided in this Article 12, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to an Option, unless otherwise determined by the Supervisory Board. 
  

	13.	Confidentiality 

 By executing an Option Agreement, the Optionee accepts an obligation
not to disclose any information regarding the Option Plan, or any information in connection therewith, unless such Optionee is legally obliged to disclose such information by law or stock exchange regulations. 

 

	14.	Governing Law 

  

	14.1	This Option Plan is governed by the laws of the Netherlands. 


  
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	14.2	All disputes relating to this Option Plan or agreements based on or pursuant to this Option Plan shall be submitted exclusively to the competent court of law in Amsterdam, the Netherlands. 


 

	15.	Amendment and Revocation 

  

	15.1	The Supervisory Board shall have the right to alter, amend or terminate the Option Plan or any part thereof at any time and from time to time, provided, however, that no such alteration or amendment shall adversely
affect the rights relating to any Options granted or Shares acquired upon exercise of Options prior to that time, unless required pursuant to Article 15.2 and further provided that any increase in the number of Shares issuable hereunder shall
require the approval of the General Meeting of Shareholders or other body then authorized to issue Shares pursuant to the Articles of Association of the Company. 

  


	15.2	The Supervisory Board has the authority to take any action consistent with the terms of the Option Plan, which it deems necessary or advisable to comply with any laws or regulatory requirements, including but not
limited to, modifying or amending the terms and conditions governing Option Agreements, or establishing any local country plans as sub-plans to this Option Plan. 


  
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