ltip2021plan






     01 December 2020                          EURONAV NV  LONG TERM INCENTIVE PLAN 2021     





 






       1 Definitions  “Acceptance  Notification”  : means the written notification substantially in the form as  attached in Annex A to this Plan whereby the Beneficiary  notifies the Company of his/her full or partial acceptance of  the LTIP Grant, in accordance with the provisions set out in  this Plan;  “Affiliate” : means, in relation to any person or legal entity, any  undertaking or person which relates to that person or legal  entity as set out in Article 1:20 of the Belgian Companies  and Associations Code;  “Average Share Price” : means the Company’s or a Peer’s share price, on a given  date, that is calculated as the average of such share’s closing  prices on NYSE for the three months preceding such date  and is expressed in USD;  “Bad Leaver Event” : means the termination of the Professional Relationship  between a Participant (or its Affiliate) and a Group Company  due to any of the reasons described in Article 6.6.2 of this  Plan;  “Beneficiary” : means (an Affiliate of) (i) a member of the Management  Board, (ii) a direct report of a member of the Management  Board; and (iii) any other employee of a Group Company  recommended by the Management Board and approved by  the Supervisory Board;   “Business Day” : means a day, other than Saturday or Sunday, on which  banks are open for business in Belgium and the United  States;   “Cause” : means fraud or gross negligence / misconduct by (an  Affiliate of) a Participant;   “Company” : means Euronav NV, a company incorporated under the laws  of Belgium, with registered office at De Gerlachekaai 20,  2000 Antwerp, Belgium and registered with the Register of  Legal Entities under number 0860.402.767;   “Change of Control” : means the occurrence of any of the following events:   the consummation of an amalgamation, merger  consolidation or similar form of corporate  transaction involving the Company and as a result of  which at least thirty per cent (30%) of the  outstanding shares of the combined entity are held  





 






       by (a) one new shareholder, or (b) a group of  shareholders acting in concert, and which is  followed by a change of the majority of the  Supervisory Committee within twelve months; or  a change of Control;  “Control” : means control over a company as defined in Article 1:14 to  1:18 of the Belgian Companies and Associations Code;  “Delivery Date” : has the meaning set out in Article 5.2 of this Plan;  “Disability” : means the permanent disablement of (the person  Controlling) a Participant which prevents that Participant  from attending any business or occupation for which he/she  is reasonably suited by training, education or experience  and which lasts twelve consecutive months and at the end  of such twelve-month period is beyond reasonable hope of  improvement;  “Good Leaver Event” : means the termination of the Professional Relationship  between a Participant and a Group Company due to any of  the reasons described in Article 6.1 of this Plan;  “Group” : means the Company and any entities that qualify as its  Affiliates;  “Group Company” : means any company being part of the Group;  “Management Board” : means the management board (‘directieraad’) of the  Company;  “Leaver Instance” : means each instance which in respect of a Participant gives  rise to the termination of his/her Professional Relationship  (whether directly or through an Affiliate) with a Group  Company either in the context of a Good Leaver Event or a  Bad Leaver Event;  “LTIP Award” : means RSU(s) accepted by a Beneficiary in accordance with  this Plan and the terms and conditions of the LTIP Grant;  “LTIP Grant” : means a grant made to a Beneficiary under this Plan which  is composed as follows: 100% of the award value is  delivered as RSUs;  “Offer” : means the written notification pursuant to which the  Company offers a LTIP Grant to a Beneficiary in accordance  with Article 3.2 of this Plan;  





 






       “Offer Date” : means the date a Beneficiary is notified in writing by the  Supervisory Board that he or she is offered a LTIP Grant;  “Participant” : means an individual person or a legal entity who is an RSU  Holder;  “Peer” : has the meaning given to it in Article 5.1.2(i);  “Plan” : means this Long Term Incentive Plan 2021 of the Company,  as may be amended from time to time;  “Professional  Relationship”  : means the employment contract between (an Affiliate of) a  Participant and a Group Company, a Service Agreement  between (an Affiliate of) a Participant and a Group  Company or the mandate of (an Affiliate of) a Participant at  a Group Company;  “Reference date”    “Remuneration  Committee”  :    :  means 1 April 2021;    means the remuneration committee of the Company;  “Resignation” : means the termination of the Professional Relationship  with the Group Company by the Participant (or its Affiliate)  for motives other than a Good Leaver Event;  “Retirement” : means either (a) attaining the legal retirement age in the  relevant jurisdiction, or (b) each of the Group Company and  the Participant agreeing to early retirement no earlier than  the age of 60;  “RSU” : means a restricted stock unit that represents an unfunded  and unsecured promise to deliver one (1) Share at the time  of vesting in accordance with the terms and conditions of  this Plan;  “RSU Holder” : means the holder of an RSU granted under this Plan;  “Secretary” : means Mrs. Ann Vleugels, HR manager and any person  appointed by the Supervisory Board to receive the  Acceptance Notifications, or if she is unavailable, the Chief  People Officer, or any other person appointed by him/her;  “Service Agreement” : means each agreement pursuant to which services, such as  among others management or consultancy services, are  rendered by a self-employed individual or a legal entity for  the benefit of a Group Company;  





 






       “Shares” : means all issued Shares in the Company from time to time,  which are, at the discretion of the Company, listed on  Euronext Brussels or the New York Stock Exchange;  “Supervisory Board” : means the supervisory board (‘raad van toezicht’) of the  Company or any person or committee duly authorized by  the supervisory board of the Company;  “TSR” : means the total shareholder return on the Company’s or a  Peer’s shares between two given dates and that is  calculated as follows:  A = [(B – C) + D] / C  whereby:   A = TSR   B = Average Share Price of the share on the end date  of the period for which the TSR is calculated;   C = Average Share Price of the share on the  commencing date of the period for which the TSR is  calculated; and   D = the amount of dividends received in respect of  one share during the period between the  commencing date and the end date.  2 Object of the Plan  2.1 The purpose of this Plan is to align Participants and shareholder interests by providing a  proportion of variable compensation directly linked to the performance of the Company’s  Share price. This variable compensation is structured as a LTIP Grant composed out of RSUs.  2.2 Each RSU grants the RSU Holder a conditional right to receive one (1) Share for upon vesting of  the RSU.  3 Offer of LTIP Grants  3.1 Offer  3.1.1 The Supervisory Board, upon recommendation of the Remuneration Committee,  determines the number of RSUs (the LTIP Grant) offered to each Beneficiary under this  Plan. In this respect, the number of RSUs to be offered will be determined based on  the Share price based on the volume weighted average price of the Shares on Euronext  Brussels over the three (3) Business Days immediately following the Reference Date.  3.1.2 An Offer does not entail any right for a Beneficiary to additional Offers of LTIP Grants in  the future.  





 






       3.1.3 The Offer of LTIP Grants under this Plan does not give rise to an implied guarantee of  continuous employment by the Group Companies.  3.2 Form of the Offer  The Company notifies the Beneficiary by means of a written notification of the number of RSUs  offered to such Beneficiary under the LTIP Grant (the “Offer”).  3.3 Free Offer  The LTIP Grants are offered to the Beneficiaries for no consideration.  3.4 Acceptance or refusal of LTIP Grants  3.4.1 Any Beneficiary should accept all or part of the LTIP Grant offered to him by returning  a duly completed and executed Acceptance Notification to the Secretary within ninety  (90) calendar days after the Offer Date, unless indicated otherwise in the Offer. If the  Acceptance Notification is not received in due time, the LTIP Grant shall be deemed to  have been refused by the Beneficiary and the rights of the concerned Beneficiary with  regard to the LTIP Grant are automatically cancelled. The same is true for explicitly  refused LTIP Grants. No financial compensation shall be granted to the Beneficiary for  any implicit or explicit refusal.  3.4.2 A Beneficiary has the possibility to accept only part of the LTIP Grant granted to  him/her. To this effect, the Beneficiary should mention the exact number of accepted  RSUs in the Acceptance Notification. If the Beneficiary accepts only part of the RSUs  granted to him/her, he/she shall be deemed to have refused the other RSUs offered to  him/her. In such case, no financial compensation shall be granted to the Beneficiary for  the refused RSUs.  3.4.3 Through their acceptance of (part of) the LTIP Grants by means of the Acceptance  Notification, the Beneficiaries of LTIP Grants unconditionally accept all the provisions  contained in this Plan.  3.4.4 In due course the Company will confirm the Beneficiary’s election to accept or to refuse  the LTIP Grant and the number of RSUs accepted, if any.   





 






       4 General Terms of the LTIP Awards  4.1 LTIP Awards granted to Beneficiaries are strictly personal and not eligible for transfer of  ownership title or any other form of transfer of (ownership) rights, except in the event of  decease in which case the LTIP Awards will be transferred to the heirs.  4.2 LTIP Awards cannot be pledged or encumbered directly or indirectly in any way.  4.3 LTIP Awards that have been transferred, pledged or encumbered directly or indirectly in any  way in violation of Article 4.1 and/or Article 4.2 of this Plan, shall lapse automatically without  any financial compensation for the Beneficiary or its transferee.  5 Specific terms of the RSUs  5.1 Vesting of the RSUs  5.1.1 Subject to Article 10 of this Plan, the RSUs held by an RSU Holder may vest in  accordance with the principles set forth in this Article 5.1, during a period of three (3)  years as from the Offer Date.  5.1.2 Vesting based on the Relative TSR of the Company’s Shares  (i) 75% of all RSUs accepted by an RSU Holder may vest depending on the TSR of  the Company’s Shares in relation to the TSR of the shares of following entities  (jointly hereinafter the “Peers”):  (a) Frontline US (NYSE: FRO);  (b) Teekay Tankers (NYSE: TNK);  (c) DHT (NYSE: DHT);  (d) International Seaways (NYSE: INSW); and  (e) Nordic American Tankers (NYSE: NAT);  (ii) On the first (1st), second (2nd) and third (3rd) anniversary of the Offer Date, such  number of an RSU Holder’s RSUs will vest as calculated in accordance with  following formula:  A = 75% x 1/3 x B x C  whereby:   A = the number of RSUs that will vest in respect of an RSU Holder on such  anniversary of the Offer Date;   B = the aggregate number of RSUs accepted by such RSU Holder; and  





 






        C = such percentage which, depending on the TSR of the Company’s  Shares on such anniversary of the Offer Date, is established in  accordance with the table below:  Company’s Shares’ TSR in relation to Peers’  shares’ TSRs on such anniversary of the  Offer Date  C  Company’s Shares’ TSR is equal to or higher  than the highest ranking Peer’s shares’ TSR  100%  Company’s Shares’ TSR is equal to or higher  than the second highest ranking Peer’s  shares’ TSR (but lower than the highest  ranking Peer’s shares’ TSR)  100%  Company’s Shares’ TSR is equal to or higher  than the third ranking Peer’s shares’ TSR  (i.e., the median) (but lower than the  second highest ranking Peer’s shares’ TSR)  25%  All other cases 0%    and whereby the Company’s shares’ and the Peers’ shares’ TSRs will be  calculated on a yearly basis, i.e. taking into consideration the Average  Share Price of such share on (i) the relevant anniversary of the Offer Date  and (ii) the previous anniversary of the Offer Date, c.q. the Offer Date  itself for calculation on the first (1st) anniversary of the Offer Date.  (iii) In the event that one of the Peers is delisted from NYSE, such Peer’s TSR will be  calculated as follows:  (a) in the event the Peer has become insolvent, its TSR will be equal to minus  one percent (-1%) as from the date of the insolvency (and such TSR will  be used for any subsequent year, if applicable);  (b) in the event that the Peer is taken over by Euronav, such Peer’s TSR will  be calculated based on the Average Share Price as per the date prior to  the announcement of the bid (and such TSR will be used for any  subsequent year, if applicable); and,  (c) in the event that the Peer is delisted in other circumstances, such Peer’s  TSR will be calculated based on the Average Share Price as per the date  prior to the delisting of such Peer (and such TSR will be used for any  subsequent year, if applicable).  (iv) In the event any other corporate event takes place with respect to a Peer  (including, but not limited to, a stock split or consolidation, a rights issue, etc.),  





 






       the TSR will be calculated by analogy to the aforementioned principles,  whereby the calculation will be done in such a way as to lead to a result as if no  such corporate event had taken place.  5.1.3 Vesting based on the absolute TSR of the Company’s Shares  (i) 25% of all RSUs accepted by an RSU Holder may vest depending on the TSR of  the Company’s Shares, whereby the TSR will be calculated over a period of one  (1), two (2) and (3) years, as set forth below.  (ii) On the first (1st), second (2nd) and third (3rd) anniversary of the Offer Date,  (a) the Company’s Shares’ TSR will be calculated, based on the Company’s  Average Share Price on such date, vis-à-vis the Company’s Average Share Price  on the Offer Date, and (b) on each of such dates, such number of an RSU  Holder’s RSUs will vest as calculated in accordance with following formula:  A = 25% x 1/3 x B x C  whereby:   A = the number of RSUs that will vest in respect of an RSU Holder on such  anniversary of the Offer Date;   B = the aggregate number of RSUs accepted by such RSU Holder; and   C = such percentage which, depending on the TSR of the Company’s  Shares on such anniversary of the Offer Date (calculated based on the  Average Share Price on such anniversary vs. the Average Share Price on  the Offer Date), is established in accordance with the table below:  TSR over 1 year  (to be used on  the 1st  anniversary of  the Offer Date)  TSR over 2 years  (to be used on  the 2nd  anniversary of the  Offer Date)  TSR over 3 years  (to be used on  the 3rd  anniversary of the  Offer Date)  C  <6.6% <13.3% <20% 0%  6.6% 13.3% 20% 33%  13.3% 26.6% 40% 66%  20% 40% 60% 100%  >20% >40% >60% 100%    but whereby (contrary to the vesting in accordance with Article 5.1.2  whereby no straight-line interpolation will apply), such percentage of  RSUs that shall be considered vested (‘C’ in the table above) will  





 






       gradually increase, pro rata the value of the TSR in relation to the  thresholds mentioned in the table (i.e. using straight-line interpolation),  on the condition that the first threshold is reached (and C will therefore  never be equal to any value between 0% and 33%).  5.1.4 Any RSUs that are not vested in accordance with Article 5.1.2 or Article 5.1.3, will  become null and void, without the possibility for the RSU Holders to claim any  compensation therefore from the Company.  5.1.5 Fractions of Shares will not be granted upon vesting of RSUs. In the event that the  abovementioned calculations lead to a number of vested RSUs that is not a whole  number, the number of vested RSUs will be rounded to the nearest whole number  (whereby 0.50 will be rounded up).  5.2 Delivery of the RSUs  5.2.1 RSUs that are considered to have vested in accordance with Article 5.1 will be delivered  on the first Business Day after the third (3rd) anniversary of the Offer Date (the  “Delivery Date”).  5.2.2 Ownership of such Shares to be delivered to an RSU Holder shall transfer to the RSU  Holder on the Delivery Date.  5.2.3 In the event that the Company has paid dividends between the Offer Date and the  Delivery Date, the RSU Holder shall be entitled to receive such dividends and such  dividends will be paid in cash to the RSU Holder on the Delivery Date.  5.2.4 At the election of the Participant, the Company and the Participant may agree, prior to  a Delivery Date, that the Shares to be delivered to the Participant will be subject to a  lock-up period of minimum two (2) years as of the Delivery Date.   6 Lapse of the LTIP Awards in a Leaver Instance  6.1 Good Leaver Events  In the event of Retirement, decease or Disability of (the person Controlling) a Participant:  6.1.1 RSUs held by that Participant will continue to vest in accordance with the provisions of  this Plan, until the next anniversary of the Offer Date after the occurrence of such Good  Leaver Event;  6.1.2 such number of RSUs vested on the next anniversary of the Offer Date will be decreased  pro rata the number of days lapsed since the (previous anniversary of the) Offer Date  and the date on which such Good Leaver Event occurred, unless the Supervisory Board,  upon recommendation of the Remuneration Committee, would decide otherwise;  6.1.3 the delivery of Shares following the vesting of such number of RSUs as calculated in  accordance with this Article 6.1 will occur in accordance with the provisions of this  Plan;  





 






       6.1.4 all other RSUs that have been accepted by such Participant and that have not vested  prior to the occurrence of the Good Leaver Event or in accordance with this Article 6.1  will lapse automatically without any payment, unless the Supervisory Board, upon  recommendation of the Remuneration Committee, would decide otherwise. No Group  Company can be held liable for the potential loss incurred by a Participant as a result  of the lapsing of the LTIP Awards.  6.2 Bad Leaver Event  6.2.1 If the Professional Relationship between (the Affiliate of) a Participant and a Group  Company is terminated by the Group Company for Cause prior to the fifth (5th)  anniversary of the Offer Date, all RSUs held by the Participant shall lapse automatically,  without any payment, unless the Supervisory Board, upon recommendation of the  Remuneration Committee, would decide otherwise. No Group Company can be held  liable for the potential loss incurred by a Participant as a result of the lapsing of the  LTIP Awards.  6.2.2 In case of Resignation by the Participant or the relevant Group Company prior to the  third (3rd) anniversary of the Offer Date or in case of termination of the Professional  Relationship in mutual agreement prior to the third (3rd) anniversary of the Offer Date,  all RSUs held by that Participant shall lapse automatically, without any payment, upon  first notification of such termination of the Professional Relationship, unless the  Supervisory Board upon recommendation of the Remuneration Committee, would  decide otherwise. No Group Company can be held liable for the potential loss incurred  by a Participant as a result of the lapsing of the LTIP Awards.  6.2.3 In the event that any major health & safety or environmental (HSE) issues occur prior  to the third (3rd) anniversary of the Offer Date, the Supervisory Board, upon the  discretionary recommendation of the Remuneration Committee, may decide to reduce  or cancel RSUs that have been granted to RSU Holders (whether vested or not), as it  deems appropriate in light of such HSE incident that has occurred.  6.2.4 If the circumstances as described in Article 6.2.1, 6.2.2 or 6.2.3 apply and Shares have  already been delivered to the relevant Participant, then the Company will have a call  option on all such Shares delivered to the Participant in accordance with this Plan,  pursuant to which the Company or any other Group Company as may be appointed by  the Company has the right to purchase all Shares delivered to the Participant in  accordance with this Plan, whereby the purchase price for all such Shares will be equal  to one euro (EUR 1.00) in total, unless the Supervisory Board upon recommendation of  the Remuneration Committee, would decide otherwise. No Group Company can be  held liable for the potential loss incurred by a Participant as a result of the exercise of  the call option on such Shares.  





 






       7 Nature and characteristics of the Shares  7.1 The Share acquired as a result of the vesting of an RSU shall have the same rights and benefits  as attached to the other Shares of the Company, and shall be subject to the articles of  association of the Company as applicable at the time of delivery of the Share.  7.2 Except as set out in this Plan (including in particular Article 6.2.4), no Participant shall have any  rights as a holder of Shares with respect to any Shares to be distributed under the Plan until  he or she has become the holder of such Shares.  7.3 The Shares acquired as a result of the vesting of an RSU shall be in dematerialised form.  8 Change of Control  In the event of a Change of Control, all (and not part of the) LTIP Awards shall automatically be  deemed vested and shall be delivered, in accordance with the terms and conditions of this  Plan.  9 Adjustments  9.1 Adjustment of the LTIP Awards  In the event of any extraordinary dividend or other extraordinary distribution or if an  adjustment of the Share capital would occur, including a capital decrease as a result of a  reimbursement to the shareholders, an incorporation of reserves in the capital with the  issuance of new Shares, the issuance of new Shares, profit Shares, convertible bonds, bonds  with a subscription right, a change of the statutory provisions with respect to the distribution  of reserves and other profits and/or the distribution of liquidation bonuses or the distribution  as a result of the dissolution of the Company, or a merger, contribution or the transfer of Shares  as a consequence of a Share exchange, the number of the nominal amount of the Shares  included in each RSU, can be adjusted, even retroactively, if and to the extent that this is  deemed necessary by the Supervisory Board, as decided fully discretionary, in order to  maintain the value of the benefits attached to the LTIP Awards.  9.2 Notification  The Supervisory Board will notify the Participants of each adjustment as referred to in  Article 9.1 of this Plan.  10 General  10.1 Notifications  Each notification which should be given to the Beneficiary/Participant or each document which  should be provided to the Beneficiary/Participant with respect to this Plan, can be delivered at  





 






       his home address as communicated to the Company, or any other address which the Company  reasonably seems appropriate.  10.2 Decision of the Supervisory Board   The decisions of the Supervisory Board concerning the interpretation of the Plan or concerning  any dispute with respect to a LTIP Award or with respect to any affair which relates to this Plan,  will be final and decisive.  10.3 Changes to the Plan  10.3.1 The Supervisory Board can change the Plan and/or adjust the terms and conditions of  the LTIP Awards if they believe that that is necessary or required taking into account,  to be in accordance with, or for the moderation of the relevant legal provisions  applicable in any relevant jurisdiction, including, but not limited to, tax provisions and  securities regulations and currency regulations, provided that it is the intention of the  Supervisory Board to maintain the terms and conditions of the LTIP Awards granted to  such Beneficiaries/Participants in line with the terms and conditions granted to the  other Beneficiaries/ Participants.  10.3.2 The Supervisory Board will notify the Beneficiaries/Participants as soon as possible of  each change as referred to in Article 10.3.1 of this Plan.  10.4 Taxes and Expenses  10.4.1 The possible taxes, duties, parafiscal levies due by the Participant as a result of the  grant and/or vesting of RSUs and/or delivery of the Shares, will be exclusively borne by  the Participant, without the possibility to claim any compensation therefore from the  Company.  10.4.2 The Company and/or any Group Company are entitled to withhold any amount and  conclude any agreement they deem necessary or useful in order to comply with any  tax and/or social security obligation that results from the grant and/or vesting of the  RSUs and/or delivery of the Shares in accordance with this Plan.  10.4.3 Without prejudice to Articles 10.4.1 and 10.4.2 of this Plan, all costs with respect to the  implementation of this Plan will be borne by the Company.  10.5 Nature of the Plan  Notwithstanding any provisions to the contrary included in the Plan:  10.5.1 the granting of the LTIP Awards is not to form part of the rights held by the Participant  (or his/her Affiliate) with respect to remuneration or benefits under his/her  Professional Relationship with a Group Company;  10.5.2 nothing contained in the Plan shall prevent the Company or any Group Company from  adopting or continuing in effect other compensation arrangements, which may, but  need not, provide for the grant of RSUs, other types of equity-based awards (subject  





 






       to approval of the shareholders of the Company if such approval is required) and cash  incentive awards, and such arrangements may be either generally applicable or  applicable only in specific cases.  10.5.3 the Plan does not confer upon the Participant any right to the continuation of his/her  (Affiliate’s) Professional Relationship or continued performance under a statutory  position for any period and therefore does not prevent any Group Company from  terminating the Professional Relationship or statutory position in accordance with  applicable regulations;  10.5.4 the granting of the LTIP Awards cannot be considered as a right acquired for the future.  10.6 Severability  If any provision in this document is held to be illegal, invalid or unenforceable, in whole or in  part, under any applicable law, that provision will be deemed not to form part of this  document, and the legality, validity or enforceability of the remainder of this document will  not be affected.  10.7 Governing Law  10.7.1 The Plan, all RSUs and their implications are governed by Belgian Law.  10.7.2 The courts of Antwerp (division Antwerp) have exclusive jurisdiction.