EX-4.4





 Exhibit 4.4 

LONG-TERM INCENTIVE PLAN 

SIGNA SPORTS UNITED N.V. 

ADOPTED AS OF DECEMBER 14, 2021 

INTRODUCTION 
 Article 1. 

 

	1.1	 This document sets out the Company’s long-term incentive plan for employees, officers and other service
providers who qualify as Eligible Participants. 


  

	1.2	 The main purposes of this Plan are: 



 

	 	a.	 to attract, retain and motivate Participants with the qualities, skills and experience needed to support and
promote the growth and sustainable success of the Company and its business; and 


  

	 	b.	 to incentivise Participants to perform at the highest level and to further the best interests of the Company,
its business and its stakeholders. 


 DEFINITIONS AND INTERPRETATION 

Article 2. 
  

	2.1	 In this Plan the following definitions shall apply: 



 

			
	Article	  	An article of this Plan.
		
	Award	  	A grant under this Plan 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, 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 an Eligible Participant for Cause, including a situation where the Participant resigns and the Committee determines that an event has occurred with respect to that Participant which constitutes
Cause.
		
	Board	  	The Company’s board of directors.
		
	Cause	  	The occurrence of any one of the following events or such additional events set forth in a Participant’s employment, service or consulting agreement with the Company or a Subsidiary:
		
		  	 a.   such Participant’s indictment or plea of nolo contendere for any crime
which (i) constitutes a felony (or equivalent level of crime in the applicable local jurisdiction), (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 material 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; and

		
		  	 f.   conduct by such Participant which should be considered as an urgent cause
within the meaning of Section 7:678 DCC, irrespective of whether that provision applies to such Participant’s relationship with the Company and/or any Subsidiary

		
		  	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 describing the occurrence of an event described in paragraphs c through e above in reasonable detail (provided that the Participant shall not be given more than one opportunity to remedy failures
described in paragraphs c through e above).
		
	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 (other than the Company, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company), 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 the 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 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; or

		
		  	 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 assets of the Company and its Subsidiaries.

		
	Committee	  	Any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act Securities Exchange Act of 1934, as amended from time to time and (ii) any other
qualifications required by the applicable stock exchange on which a Share is traded. If at any time or to any extent the Board shall not administer the Plan, then the Plan shall be exercised by the Committee. Except as otherwise provided in the
Company’s articles of association, any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the
Committee’s members.
		
	Company	  	SIGNA Sports United N.V.
		
	Consultant	  	Any Person, other than a Director or Employee, who is an adviser or consultant engaged by the Company and/or a Subsidiary to render bona fide services to the Company and/or a Subsidiary.
		
	DCC	  	The Dutch Civil Code.















			
	Director	  	A member of the Board.
		
	Eligible Participant	  	Any Director, Employee or Consultant.
		
	Effective Date	  	The date the Plan became effective which is December 14, 2021.
		
	Employee	  	Any 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.
		
	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.
		
	General Meeting	  	The Company’s general meeting of shareholders.
		
	Good Leaver	  	A Participant who ceases to be an Eligible Participant 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.
		
	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 other entity or body which operates externally as an independent unit or organisation.
		
	Plan	  	This long-term incentive plan.
		
	Plan Share	  	A Share reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, consolidation or other reorganization) security.
		
	Replacement Award	  	An Award granted in assumption of, or in substitution or exchange for, long-term incentive awards previously granted by a Person acquired (or whose business is acquired) by the Company or a Subsidiary or with which the Company or a
Subsidiary merges or forms a business combination, as reasonably determined by the Committee.















			
	Restricted Stock	  	Plan Shares subject to such restrictions as the Committee may impose, including with respect to transferability, 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).
		
	Share	  	An ordinary share in the Company’s capital.
		
	Share Reserve	  	The maximum number of Shares reserved for issuance under the Plan.
		
	Subsidiary	  	A subsidiary of the Company within the meaning of Section 2:24a DCC.


  

	2.2	 References to statutory provisions are to those provisions as they are in force from time to time.



  

	2.3	 Terms that are defined in the singular have a corresponding meaning in the plural. 



 

	2.4	 Words denoting a gender include each other gender. 



 

	2.5	 Except as otherwise required by law, the terms “written” and “in writing” include the use
of electronic means of communication. 


 ADMINISTRATION 

Article 3. 
  

	3.1	 This Plan shall be administered by the Committee. The Committee’s powers and authorities under this Plan
include the authority to perform the following matters, in each case consistent with and subject to the terms of this Plan: 


  

	 	a.	 designating Persons to whom Awards are granted; 



 

	 	b.	 deciding to grant Awards; 



 

	 	c.	 determining the form(s) and type(s) of Awards being granted and setting the terms and conditions applicable to
such Awards, including: 


  

	 	i.	 the number of Plan Shares underlying Awards; 



 

	 	ii.	 the time(s) when Awards may be exercised or settled in whole or in part; 















	 	iii.	 whether, to which extent, and under which circumstances Awards may be exercised or settled in cash or assets
(including other Awards), or a combination thereof, in lieu of Plan Shares and vice versa; 


  

	 	iv.	 whether, to which extent and under which circumstances Awards may be cancelled or suspended;



  

	 	v.	 whether, to which extent and under which circumstances a Participant may designate another Person owned or
controlled by him as recipient or beneficiary of his Awards; 


  

	 	vi.	 whether and to which extent Awards are subject to Performance Criteria and/or restrictive covenants (including non-competition, non-solicitation, confidentiality and/or Share ownership requirements); 



 

	 	vii.	 the method(s) by which Awards may be exercised, settled or cancelled; 



 

	 	viii.	 whether, to which extent and under which circumstances, the exercise, settlement or cancellation of Awards may
be, accelerated, deferred or suspended; 


  

	 	d.	 amending or waiving the terms applicable to outstanding Awards (including Performance Criteria), subject to the
restrictions imposed by Article 9 and provided that no such amendment shall take effect without the consent of the affected Participant(s), if such amendment would materially and adversely affect the rights of the Participant(s) under such Awards,
except to the extent that any such amendment is made to cause this Plan or the Awards concerned to comply with applicable law, stock exchange rules, accounting principles or tax rules and regulations; 



 

	 	e.	 making any determination under, and interpreting the terms of, this Plan, any rules or regulations issued
pursuant to this Plan and any Award Agreement; 


  

	 	f.	 correcting any defect, supplying any omission or reconciling any inconsistency in the Plan or any Award
Agreement; 


  

	 	g.	 settling any dispute between the Company and any Participant (including any beneficiary of his Awards)
regarding the administration and operation of this Plan, any rules or regulations issued pursuant to this Plan, and any Award Agreement entered into with such Participant; and 



 

	 	h.	 making any other determination or taking any other action which the Committee considers to be necessary, useful
or desirable in connection with the administration or operation of this Plan. 


  

	3.2	 The Committee may issue further rules and regulations for the administration and operation of this Plan,
consistent with and subject to the terms of this Plan. 


  

	3.3	 All decisions of the Committee shall be final, conclusive and binding upon the Company and the Participants
(including beneficiaries of Awards). No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission,
determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on their behalf shall, to
the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation. 














 AWARDS 

Article 4. 
  

	4.1	 Awards can only be granted to Eligible Participants. 



 

	4.2	 No Award is intended to confer any rights on the relevant Participant except as set forth in the applicable
Award Agreement. In particular, no Award should be construed as giving any Participant the right to remain employed by or to continue to provide services for the Company or any Subsidiary. 



 

	4.3	 Awards shall be granted for no consideration or for such minimal cash consideration as may be required by
applicable law. 


  

	4.4	 Awards may be granted alone or in addition or in tandem with any other Award and/or any award under any other
plan of the Company or any Subsidiary. Awards granted in addition or in tandem with any other Award and/or any award under any other plan of the Company or any Subsidiary may be granted simultaneously or at different times. 



 

	4.5	 Each Award shall be evidenced by an Award Agreement entered into between the Company and the Participant
concerned. Until an Award Agreement has been entered into between the Company and the relevant Participant, no rights can be derived from the Awards concerned by such Participant. 



 

	4.6	 Plan Shares, including Awards in the form of Shares of Restricted Stock, shall be delivered in such form(s) as
may be determined by the Committee and shall be subject to such stop transfer orders and other restrictions as the Committee may deem required or advisable. Furthermore, the Committee may determine that certificates for such Shares shall bear an
appropriate legend referring to the terms, conditions and restrictions applicable thereto. 


  

	4.7	 The terms and conditions applicable to Awards, including the time(s) when Awards vest in whole or in part and
any applicable Performance Criteria, shall be set by the Committee and may vary between Awards and between Participants, as the Committee deems appropriate. The Committee may also determine whether and under which circumstances Awards shall be
settled automatically upon vesting, without being exercised by the Participant. 


  

	4.8	 The term of an Award shall be determined by the Committee, but shall not exceed ten years from the applicable
Grant Date. Unless determined otherwise by the Committee, if the exercise of an Award is prohibited by applicable law or the Company’s insider trading policy on the last business day of the term of such Award, such term shall be extended for a
period of one month following the end of such prohibition. 


  

	4.9	 Unless determined otherwise by the Committee, Awards cannot be transferred, pledged or otherwise encumbered,
except by testament or hereditary law as a result of death of the Participant concerned. 


  

	4.10	 If, as a result of changes in applicable law, accounting principles or tax rules and regulations, or due to a
variation of the composition of the Company’s issued share capital (including a share split, reverse share split, redenomination of the nominal value, or as a result of a dividend or other distribution, reorganisation, acquisition, merger,
demerger, business combination or other transaction involving the Company or a Subsidiary), an adjustment to this Plan, any Award Agreement and/or outstanding Awards is necessary to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan, the Committee may adjust equitably any or all of: 


  

	 	a.	 the number of Plan Shares available under this Plan; 















	 	b.	 the number of Plan Shares underlying outstanding Awards; and/or 



 

	 	c.	 the Exercise Price or other terms applicable to outstanding Awards. 



Such other equitable substitutions or adjustments shall be made as may be determined by the Committee, in its sole discretion. 

Without limiting the generality of the foregoing, in connection with a change in capitalization (including a Change of Control), the Committee
may provide, in its sole discretion, but subject in all events to the requirements of Section 409A IRC for U.S. Participants, for the cancellation of any outstanding Award in exchange for payment in cash or other property having an aggregate
FMV equal to the FMV of the Shares, cash or other property covered by such Award, reduced by the aggregate Exercise Price thereof, if any; provided, however, that if the Exercise Price of any outstanding Award is equal to or greater than the FMV of
the Shares, cash or other property covered by such Award, the Committee may cancel such Award without the payment of any consideration to the Participant. 
  

	4.11	 Any rights, payments and benefits under any Award shall be subject to repayment and/or recoupment by the
Company in accordance with applicable law, stock exchange rules and such policies and procedures as the Company may adopt from time to time. 


  

	4.12	 The Company may withhold from any outstanding Award, any payment, issuance or transfer to be made under such
Award, or any other compensation or amount owed by the Company to the Participant holding such Award, an amount (in cash, in assets, in the form of Shares or other Awards, or a combination thereof) equal to the withholding taxes and other costs due,
or to be withheld, by the Company or any Subsidiary in respect of the grant, exercise or settlement of such Award. 


 TYPES OF AWARDS

 Article 5. 
  

	5.1	 The Committee may grant Awards in the form of Options, SARs, Shares of Restricted Stock, RSUs, Other Awards or
a combination of the foregoing. 


  

	5.2	 Upon the exercise or settlement of vested Options, the Company shall be obliged to deliver to the Participant
concerned (or the beneficiary of such Options, as applicable), the Plan Shares underlying such Options (unless otherwise set forth in the Award Agreement). 


  

	5.3	 Upon the exercise or settlement of vested SARs, the Company shall be obliged to pay to the Participant
concerned (or the beneficiary of such SARs, as applicable) an amount equal to the number of Plan Shares underlying such SARs multiplied by the excess, if any, of the FMV of one Share on the applicable Exercise Date over the applicable specified
Exercise Price as of Grant Date. The Company may satisfy such payment obligation in cash, in assets, in the form of Shares valued at FMV, or a combination thereof, at the discretion of the Committee. 



 

	5.4	 The exercise by a Participant of his rights attached to Shares of Restricted Stock shall be 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. Upon the vesting of Shares of Restricted Stock, any such restrictions and conditions
shall lapse with respect to those Shares. If an Award in the form of Shares of Restricted Stock is cancelled or otherwise terminated, the Participant shall be obliged to transfer all of his unvested Shares of Restricted Stock to the Company promptly
and for no consideration. 















	5.5	 Upon the exercise or settlement of vested RSUs, the Company shall be obliged to pay to the Participant
concerned (or the beneficiary of such RSUs, as applicable) an amount equal to the number of Plan Shares underlying such RSUs multiplied by the FMV of one Share on the applicable Exercise Date. The Company may satisfy such payment obligation in cash,
in assets, in the form of Shares valued at FMV, or a combination thereof, at the discretion of the Committee (unless otherwise set forth in the Award Agreement). 



 

	5.6	 The Committee may determine that a Participant holding one or more RSUs is entitled to receive dividends and
other distributions made by the Company on the Shares, as if such Participant held the Plan Shares underlying such RSUs. The Committee may impose restrictions with respect to such entitlement. 



PERFORMANCE CRITERIA 
 Article 6. 

 

	6.1	 The Committee may condition the right of a Participant to exercise one or more of his Awards, and the timing
thereof, upon the achievement or satisfaction of such Performance Criteria as may be determined by the Committee, within periods specified by the Committee. 


  

	6.2	 If an Award is subject to Performance Criteria which must be achieved or satisfied within a period specified by
the Committee for that purpose, such Award can only be exercised or settled at or after the end of that period. 


  

	6.3	 Performance Criteria may be measured on an absolute or relative basis and may be established on a Company-wide
basis or with respect to one or more business units, divisions, Subsidiaries and/or business segments. Relative performance may be measured against a group of peer companies determined by the Committee, financial market indices and/or other
objective and quantifiable indices. Performance Criteria may relate to performance by the Company and/or by the Participant concerned. 


  

	6.4	 If the Committee determines that a change in the business, operations, group structure or capital structure of
the Company, or other events or circumstances, render certain Performance Criteria applicable to outstanding Awards unsuitable or inappropriate, the Committee may amend or waive such Performance Criteria, in whole or in part, as the Committee deems
appropriate. 


 SHARES RESERVED FOR ISSUANCE 

Article 7. 
  

	7.1	 Subject to Articles 4.10 and 7.2, the Share Reserve shall equal 33,318,017 Shares; provided, however the
Share Reserve will automatically increase on January 1st of each calendar year (each, an “Evergreen Date”), prior to the tenth anniversary of the Effective Date, in an amount
equal to the lesser of (i) 5% of the total number of Shares outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) a number of Shares determined by the
Committee. 


  

	7.2	 Plan Shares underlying Awards, which expire, which are cancelled or otherwise terminated, or which are
exercised or settled in cash or assets in lieu of Plan Shares, shall again be available under this Plan and shall not be counted towards the limit imposed by Article 7. 



VESTING, EXERCISE AND SETTLEMENT 
 Article 8. 

 

	8.1	 Each Award Agreement shall contain the vesting schedule and, where relevant, delivery schedule (which may
include deferred delivery later than the vesting dates) for the relevant Awards. 















	8.2	 Only vested Awards may be exercised or settled in accordance with their terms. An Award can only be exercised
(to the extent it is not settled automatically) by or on behalf of the Participant holding such Award. 


  

	8.3	 An Award can only be exercised through the use of an electronic system or platform to be designated by the
Committee (if and when such system or platform has been set up by the Company), or otherwise by delivering written notice to the Company in a form approved by the Committee. 



 

	8.4	 Subject to Article 9.1, the Committee shall determine the Exercise Price. 



 

	8.5	 Upon the exercise of an Award, the applicable Exercise Price must immediately be paid in cash, wire transfer of
immediately available funds or by check payable to the order of the Company, provided that the Committee, subject to applicable law, may allow such Exercise Price to be satisfied on a cashless or net settlement basis, applying any of the following
methods (or a combination thereof): 


  

	 	a.	 by means of an immediate sale by or on behalf of the relevant Participant of part of the Plan Shares underlying
the Award being exercised, with sale proceeds equal to the Exercise Price being remitted to the Company and any remaining net sale proceeds (less applicable costs, if any) being paid to such Participant; 



 

	 	b.	 by means of the relevant Participant forfeiting his entitlement to receive part of the Plan Shares underlying
the Award being exercised at FMV on the Exercise Date and charging the aggregate nominal value of the remaining Plan Shares underlying such Award against the Company’s reserves; 



 

	 	c.	 by means of the relevant Participant surrendering his entitlement to receive part of the Plan Shares underlying
the Award being exercised at FMV on the Exercise Date, against the Company becoming due an equivalent amount to such Participant and setting off that obligation against the Company’s receivable with respect to payment of the applicable Exercise
Price; or 


  

	 	d.	 by means of the relevant Participant surrendering and transferring Shares to the Company (which may include
Plan Shares underlying the Award being exercised) at FMV on the Exercise Date. 


  

	8.6	 The Company may withhold from any Award granted or any payment due or transfer made under any Award (or under
the Plan generally) or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement or any combination thereof) of applicable wage or withholding taxes due in respect of an
Award, its exercise or settlement or any payment or transfer under such Award (or under the Plan generally) and to take such other action, including providing for elective payment of such amounts in cash or Shares by the Participant, as may be
necessary in the option of the Company to satisfy all obligations for the payment of such taxes. In addition, the Company may cause the sale by or on behalf of the relevant Participant of part of the Plan Shares underlying any Award being exercised
or settled, with sale proceeds equal to the applicable wage or withholding taxes being remitted to the Company and any remaining net sale proceeds (less applicable costs, if any) being paid to such Participant. 



 

	8.7	 When an Award is exercised or settled in the form of Plan Shares, the Company shall, at the discretion of the
Committee, subject to applicable law and the Company’s insider trading policy: 


  

	 	a.	 issue new Plan Shares to the relevant Participant; or 















	 	b.	 transfer existing Plan Shares held by the Company to the relevant Participant, 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 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. 


  

	8.8	 If an Award is exercised or settled in the form of Plan Shares and such Award does not relate to a whole number
of Plan Shares, the number of Plan Shares underlying such Award shall be rounded down to the nearest integer. 


 PRICING RESTRICTIONS
FOR OPTIONS AND SARS 
 Article 9. 
  

	9.1	 Except for Replacement Awards, the Exercise Price for an Option or SAR shall not be less than the higher of:



  

	 	a.	 the FMV of a Plan Share on the applicable Grant Date and, in case of a SAR being granted in connection with an
Option, on the Grant Date of such Option; or 


  

	 	b.	 the nominal value of a Plan Share. 



 

	9.2	 Except as provided in Article 4.10, the Committee may not, without prior approval of the General Meeting, seek
to effect any re-pricing of any outstanding “underwater” Option or SAR by: 


  

	 	a.	 amending or modifying the terms of such Award to lower the Exercise Price; 



 

	 	b.	 cancelling such Award and granting in exchange either (i) replacement Options or SARs having a lower
Exercise Price, or (ii) Restricted Stock, RSUs or Other Awards; or 


  

	 	c.	 cancelling or repurchasing such Award for cash, assets or other securities. 



 

	9.3	 Options and SARs will be considered to be “underwater” within the meaning of Article 9.2 at any time
when the FMV of the Plan Shares underlying such Awards is less than the applicable Exercise Price. 


 U.S. PARTICIPANTS 

Article 10. 
 10.1 With respect to any Award subject to
Section 409A IRC and Section 457A IRC, this Plan and the applicable Award Agreement are intended to comply with the requirements of Section 409A IRC and Section 457A IRC, the provisions of this Plan and such Award Agreement shall
be interpreted in a manner that satisfies the requirements of Section 409A IRC and Section 457A IRC, and this Plan shall be operated accordingly. If any provision of this Plan or any term or condition of any Award subject to
Section 409A IRC and Section 457A IRC would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. 

10.2 Notwithstanding any provision of this Plan to the contrary or any Award Agreement, a termination of employment shall not deemed to have occurred for
purposes of any provision of an Award that is subject to Section 409A IRC providing for payment upon or following a termination of a Participant’s employment unless such termination is also a “separation from service” and, for
purposes of any such provision of such Award, references to a “termination”, “termination of employment” or like terms shall mean “separation from service”. 













	10.3	 No Awards will be eligible for the payment of dividends or dividend equivalents, to the extent such Option or
SAR is subject to Section 409A IRC and Section 457A IRC. 


  

	10.4	 If all or part of any payments made, or other benefits conferred, under any Award subject to Section 409A
IRC constitutes deferred compensation for purposes of Section 409A IRC as a result of a “separation from service” of the relevant Participant (other than due to his death) within the meaning of Section 409A IRC while such
Participant is a “specified employee” under Section 409A IRC, then such payment or benefit shall not be made or conferred until six months and one business day have elapsed after the date of such “separation from service”,
except as permitted under Section 409A IRC. 


  

	10.5	 If an Award subject to Section 409A IRC includes a “series of installment payments” within the
meaning of Section 1.409A-2(b)(2)(iii) of the United States Treasury Regulations, the right of the relevant Participant to such series of installment payments shall be treated as a right to a series of
separate payments and not as a right to a single payment, and if such an Award includes “dividend equivalents” within the meaning of Section 1.409A-3(e) of the United States Treasury
Regulations, the right of the relevant Participant to such dividend equivalents shall be treated separately from the right to other amounts or other benefits under such Award. 



 

	10.6	 For any Award subject to Section 409A IRC or Section 457A IRC that provides for accelerated
distribution on a Change of Control of amounts that constitute “deferred compensation” as defined in Section 409A IRC and Section 457A IRC, if the event that constitutes such Change of Control does not also constitute a change in
the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A IRC), such amount shall not be distributed on such Change of Control but
instead shall vest as of the date of such Change of Control and shall be paid on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the relevant Participant
incurring any additional tax, penalty, interest or other expense under Section 409A IRC and Section 457A IRC. 


  

	10.7	 Notwithstanding the foregoing in this Article 10, the tax treatment of the benefits provided under this Plan or
any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a U.S. Participant on account of non-compliance with Section 409A IRC and Section 457A IRC. 


  

	10.8	 Notwithstanding any provision of this Plan to the contrary or any Award Agreement, in the event the Committee
determines that any Award may be subject to Section 409A IRC or Section 457A IRC, the Committee may adopt such amendments to this Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, that the Committee determined are necessary or appropriate to: 


  

	 	a.	 exempt the Award from Section 409A IRC or Section 457A IRC and/or preserve the intended tax treatment
of the benefits provided with respect to the Award; or 


  

	 	b.	 comply with the requirements of Section 409A IRC or Section 457A IRC and thereby avoid the
application of any adverse tax consequences under such Sections. 


 LEAVER 

Article 11. 
  

	11.1	 If a Participant becomes a Good Leaver, unless otherwise determined by the Committee or set forth in an Award
Agreement: 















	 	a.	 all vested Awards that have not yet been exercised or settled must be exercised or settled in accordance with
their terms within a period specified by the Committee and, if such Awards are not exercised or (through no fault of the Participant concerned) not settled within such period, they shall be cancelled automatically without compensation for the loss
of such Awards; and 


  

	 	b.	 all unvested Awards of such Participant shall be cancelled automatically without compensation for the loss of
such Awards, unless the Committee decides otherwise. 


  

	11.2	 If a Participant becomes a Bad Leaver, all vested Awards of such Participant which have not been exercised or
settled, as well as all unvested Awards of such Participant, shall be cancelled automatically without compensation for the loss of such Awards. 



CHANGE OF CONTROL 
 Article 12. 

 

	12.1	 If long-term incentive awards are granted in assumption of, or in substitution or exchange for, outstanding
Awards in connection with a Change of Control and the Committee has determined that such awards are sufficiently equivalent to the outstanding Awards concerned, then such outstanding Awards shall be cancelled and terminated upon the replacement
awards being granted to the Participants concerned. Unless otherwise set forth in an Award Agreement, if a Participant’s employment or service is terminated by the Company, its successor or an affiliate without Cause or by the Participant on or
after a Change of Control but prior to twelve (12) months following the Change of Control, then the Participant’s outstanding Awards shall immediately vest and, where relevant, settle in full. 



 

	12.2	 If, in connection with a Change of Control, outstanding Awards are (i) not replaced by long-term incentive
awards as described in Article 12.1 or (ii) replaced by long-term incentive awards which the Committee does not consider to be sufficiently equivalent to such outstanding Awards, then such Awards shall immediately vest and, where relevant,
either (i) settle in full or (ii) be cancelled in exchange for a cash payment equal to the excess of the price per Share paid to the Company’s shareholders in connection with the Change of Control over any applicable Exercise Price,
provided that if the Exercise Price of an Award exceeds the price per Share paid to the Company’s shareholders in connection with the Change of Control, such Award may be cancelled for no consideration, unless the Committee decides otherwise.



  

	12.3	 For purposes of this Article 12, awards shall not be considered to be “sufficiently equivalent” to
outstanding Awards, if the underlying securities are not widely held and publicly traded on a regulated national stock exchange. 


  

	12.4	 For purposes of this Article 12, outstanding Awards will be considered to be substantially equivalent if,
following the Change of Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change of Control except that, if the Award related to Shares, the Award instead confers the right
to receive common stock of the acquiring entity (or such other form of consideration, including cash, other security or security of such other entity as may be determined by the Committee, in its sole discretion, pursuant to Article 3 hereof).















 LOCK-UP 

Article 13. 
  

	13.1	 In connection with any registration of the Company’s securities under United States securities laws, to
the extent requested by the Company or the underwriters managing any offering of the Company’s securities, and except as otherwise approved by the Committee or pursuant to any exceptions approved by such underwriters, Shares acquired by a
Participant pursuant to the issuance, vesting, exercise or settlement of any Award may not be sold, transferred, or otherwise disposed of prior to such period following the effective date of such registration as designated by such underwriters, not
to exceed 180 days following such registration. 


  

	13.2	 The Company may impose stop-transfer instructions with respect to the Shares subject to the restriction
stipulated by Article 13.1 until the end of the lock-up period referred to in that provision. 



DATA PROTECTION 
 Article 14. 

 

	14.1	 The Company may process personal data relating to the Participants in connection with the administration and
operation of this Plan. The personal data of the Participants which may be processed in this respect may include a copy of an identification document, contact details and bank and securities account numbers. Each Participant’s personal data
shall be stored by the Company for such time period as is necessary to administer such Participant’s participation in the Plan or as otherwise permitted under applicable law. 



 

	14.2	 Each Participant’s personal data shall be handled by the Company in a proper and careful manner in
accordance with applicable law, including the General Data Protection Regulation (GDPR) and the rules and regulations promulgated pursuant thereto. Participants have the right to lodge complaints with an applicable supervisory authority regarding
the Company’s processing of personal data pursuant to this Plan. 


  

	14.3	 The Company shall implement technical and organisational measures designed to protect personal data processed
pursuant to Article 14.1. Personnel or third parties that have access to such personal data shall be bound by confidentiality obligations. 


  

	14.4	 The Company shall abide by any statutory rights the Participants may have regarding their respective personal
data processed pursuant to Article 14.1, which includes the right to access, rectification, erasure, restriction of processing, objection to processing and portability of such personal data. 



 

	14.5	 In connection with the administration and operation of this Plan, the Company may transfer personal data
processed pursuant to Article 14.1 to one or more third parties, provided that there is a legitimate interest in doing so. Where such third parties are located outside the European Economic Area in countries that are not considered to provide for an
adequate level of data protection, the Company shall ensure that sufficient data protection safeguards are put in place, failing which explicit consent for such transfer shall be obtained from the Participant(s) concerned. 



 

	14.6	 The Company may establish one or more privacy policies providing further information on data protection and
applying to the processing of personal data of the Participants by the Company in connection with the administration and operation of this Plan. 














 AMENDMENTS 

Article 15. 
  

	15.1	 Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award
Agreement, the Board may amend, supplement, suspend or terminate this Plan (or any portion thereof) pursuant to a resolution to that effect, provided that no such amendment, supplement, suspension or termination shall take effect without:



  

	 	a.	 approval of the Company’s shareholders at a General Meeting, if such approval is required by applicable
law or stock exchange rules; and/or 


  

	 	b.	 the consent of the affected Participant(s), if such action would materially and adversely affect the rights of
such Participant(s) under any outstanding Award, except to the extent that any such amendment, supplement or termination is made to cause this Plan to comply with applicable law, stock exchange rules, accounting principles or tax rules and
regulations. 


  

	15.2	 Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan and/or any Award
Agreement in such manner as may be necessary or desirable to enable the Plan and/or such Award Agreement to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with
local laws, rules and regulations to recognise differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimise the Company’s obligation with respect to tax
equalisation for Participants on assignments outside their home country. 


 GOVERNING LAW AND JURISDICTION 

Article 16. 
 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.