EX-4.5





 Exhibit 4.5 

Group HRM/CoE Rewards 
 Global Philips
Performance Share Plan 
 For the Executive Committee (excluding Board of Management) 

Version April 2018 













 Group HRM/CoE Rewards 
  

 TERMS AND CONDITIONS 

OF 
 GLOBAL PHILIPS
PERFORMANCE SHARE PLAN 
 Article 1 

Definitions 
 In this Global Philips
Performance Share Plan the following definitions shall apply: 
  

							
	1.	 	Award	  	:	  	the conditional right granted to eligible individuals to receive Shares, subject to (i) the achievement of Performance Conditions, and (ii) the terms and conditions of this Plan.
				
	2.	 	Business Day	  	:	  	any day on which Euronext Amsterdam N.V. (or its successor) is open for business.
				
	3.	 	Date of Grant	  	:	  	the date at which an Award is granted pursuant to this Plan. The Dates of Grant of any Awards shall be the fourth Business Day after the day of publication of the Philips’ annual and/or quarterly results or such other date as
determined by Philips.
				
	4.	 	Earnings	  	:	  	earnings from continued operations attributable to shareholders adjusted for changes in accounting principles/policies during the Performance Period as well as any further adjustments made in accordance with Article 2.
				
	5.	 	Employing Company	  	:	  	any company within the Philips group of companies and such other company as Philips may from time to time designate or approve.
				
	6.	 	EPS Growth	  	:	  	the growth of Earnings per Share over the Performance Period calculated applying the simple point-to-point method at
year-end, based on the number of Shares outstanding (after deduction of Shares held in treasury) on the day prior to the start of the Performance Period.
				
	7.	 	Nominee Account	  	:	  	an account maintained in the name of a Participant established by an administrator designated by Philips.
				
	8.	 	Participant	  	:	  	an individual who has accepted any Awards under this Plan.


  
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	9.	 	Performance Conditions	  	:	  	Relative TSR for 50% and EPS Growth for 50%; the targets for EPS Growth for each Award will be determined by the Supervisory Board.
				
	10.	 	Performance Period	  	:	  	the three (3) years starting on the first day of Philips’ financial year in which the relevant Award was granted.
				
	11.	 	Philips	  	:	  	Koninklijke Philips N.V.
				
	12.	 	Philips Peer Group	  	:	  	the peer group of companies as determined by the Shareholders Meeting including Philips and adjusted in accordance with Article 2 from time to time.
				
	13.	 	Plan	  	:	  	this Global Philips Performance Share Plan.
				
	14.	 	Relative TSR	  	:	  	relative total shareholder return of Philips compared to the Philips Peer Group measured over the Performance Period.
				
	15.	 	Share	  	:	  	a common share of Philips.
				
	16.	 	Shareholders Meeting	  	:	  	the shareholders meeting of Philips.
				
	17.	 	Supervisory Board	  	:	  	the supervisory board of Philips.
				
	18.	 	Vesting Date	  	:	  	the third anniversary of the Date of Grant of an Award.

 Article 2 

Grant, Performance Conditions and Vesting of Awards 
  

	1.	 An Award may be granted to an eligible individual, subject to (the acceptance by such individual of) the terms
and conditions of such Award and any other Philips’ policies or guidelines that may apply from time to time to such individual. An Award offered to any such individual and the terms and conditions governing such Award shall be deemed accepted
by such individual with effect from the Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such Award within fourteen (14) days of the notice of grant or such later
date as may be determined by Philips. 


  

	2.	 At the end of the Performance Period, the Supervisory Board will determine in its sole discretion the extent to
which the Performance Conditions have been achieved and will calculate the number of Shares (if any) that will vest for the relevant period. In doing so the Supervisory Board shall have a discretionary authority, and shall be entitled to take into
account such facts and circumstances as it deems appropriate in the context of such determination, an appropriate remuneration of the Participant, and/or in the interest of Philips. Furthermore the so-called
ultimum remedium clause of article 2: 135 sub 2 of the Dutch Civil Code shall apply. Any such determination shall be conclusive and binding. 



  
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	3.	 Subject to the provisions of Article 2.2 and 2.4 an Award will vest based on two equally weighted Performance
Conditions: 


  

	 	a.	 50% of an Award will vest 0% - 200% depending on Relative TSR. The vesting levels for Relative TSR are outlined
in the table below, which results in zero vesting for performance below the 40th percentile and 200% vesting for performance levels above the 75th percentile: 



 

																					
	 TSR Philips
	  	20 - 14	  	13	  	12	  	11	  	10	  	9	  	8	  	7	  	6	  	5 - 1
	 Vesting%
	  	0	  	60	  	80	  	100	  	120	  	140	  	160	  	180	  	190	  	200

  

	 	b.	 50% of an Award will vest 0% - 200% depending on EPS Growth. The vesting levels for EPS Growth are outlined in
the table below: 


  

																	
	 Adjusted EPS Growth
	  	Below
Minimum	 	 	Minimum	 	 	Target	 	 	Maximum	 
	 Vesting
	  	 	0	% 	 	 	40	% 	 	 	100	% 	 	 	200	% 

  

	4.	 The Supervisory Board shall have the discretionary authority to determine: 



 

	 	a.	 The adjustments to be made for changes in accounting principles/policies and/or whether any further adjustments
in extraordinary circumstances (e.g. impairments, restructuring activities, pension items, M&A transactions and costs, currency fluctuations) with a significant impact should be made and the number of Shares outstanding used for the calculation
of EPS Growth; 


  

	 	b.	 The composition – including any amendment thereof – of the Philips Peer Group and the vesting levels
for Relative TSR from time to time, taking into account the parameters set by the Shareholders Meeting; 


  

	 	c.	 Whether any unforeseen circumstances justify an adjustment of the vesting levels of the Performance Conditions
considering circumstances that were not foreseen at the Date of Grant, and 


  

	 	d.	 To what extent and how any determination(s) made under a, b and c shall impact (the achievement of) the
Performance Conditions of the relevant Award. 


 Article 3 

Termination of Employment 
  

	1.	 Except as otherwise provided in this Article 3, in case a Participant is no longer employed by any Employing
Company as a result of the termination of such Participant’s employment with an Employing Company for any reason whatsoever prior to the applicable Vesting Date, such Participant’s Awards shall be forfeited effective as of the date of
termination of such Participant’s employment with the Employing Company without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company unless Philips determines, in its sole
discretion, otherwise in writing to the Participant in question. Any such determination shall be final, conclusive and binding and may be subject to such conditions as Philips may determine appropriate. 



  
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	2.	 In case a Participant is no longer employed by any Employing Company as a result of the termination of such
Participant’s employment with an Employing Company for reasons of: 


  

	 	(i)	 death or 


  

	 	(ii)	 legal incapacity, 



the estate of the Participant or his or her legal representative(s), as the case may be, shall remain entitled to any Awards granted to such
Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan. 
  

	3.	 Subject to Article 3.4, in case a Participant is no longer employed by any Employing Company as a result of the
termination of such Participant’s employment with an Employing Company for reasons of: 


  

	 	(i)	 disablement, 


  

	 	(ii)	 retirement or 


  

	 	(iii)	 the expiration of any temporary contract of employment, 



such Participant shall remain entitled to any Awards granted to such Participant nine (9) months or more prior to the date of such
termination subject to the terms and conditions of this Plan. 
 For the purpose of this Plan, unless Philips determines, in its sole
discretion, otherwise in writing to the Participant in question, a Participant’s employment shall be deemed terminated as a result of “retirement” if such Participant’s employment is terminated and such Participant satisfies at
the date of such termination the eligibility requirements to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such Participant was covered, provided that payment of such (early)
retirement benefit commences immediately following such termination. 
  

	4.	 In case – in the reasonable opinion of Philips – a Participant 



 

	 	a.	 Breaches the non-competition obligations ; or 



 

	 	b.	 Within one year from the date of termination, directly or indirectly on his own behalf or in the service or on
behalf of others, solicits or attempts to solicit, divert or hire away any person employed by Philips or any Employing Company or any customer of Philips or any Employing Company; or 



 

	 	c.	 Disparages the Employing Company or the Employing Company’s officers, directors or employees, in any
manner likely to be harmful to any of them or their business, business reputation or personal reputation; provided that the Participant may respond fully and accurately to any questions, inquiry or request for information when required by legal
process. 


 The Supervisory Board has the discretion to decide that the Awards still outstanding will – in whole or in
part – be forfeited with immediate effect, without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company. 

  
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 Group HRM/CoE Rewards 
  

 Article 4 

Non-transferability 

The Awards are strictly personal and may not be assigned, transferred (except that, in case of death of the Participant any Awards granted to such Participant
at the date of his death shall pass to his heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed of in any manner. The Participant may not engage in any transactions on any exchange or otherwise on the basis of any Awards,
such as hedging his Awards exposure on the basis of any Awards. Any violation of the terms of this Article 4 will cause the Awards to become immediately null and void without further notice and without the Participant being entitled to any
compensation. 
 Article 5 

Delivery and Holding of Shares 
  

	 	1.	 Philips may require a Participant to maintain a personal brokerage account in connection with this Plan.
Nothing contained in this Plan shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant. 


  

	 	2.	 Subject to the terms and conditions of this Plan, and further to the Participants tax election, Philips will
deliver Shares pursuant to an Award to a Participant on or as soon as reasonably practicable after the relevant Vesting Date. In no event shall Philips have any obligation to deliver any Shares to a Participant prior to the relevant Vesting Date.



  

	 	3.	 Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account or a personal
brokerage account. 


  

	 	4.	 Except as may be otherwise approved in writing by Philips in its sole discretion, in case a Participant is no
longer employed by any Employing Company as a result of the termination of such Participant’s employment with an Employing Company, the Participant (or his or her estate or legal representatives, as the case may be) shall withdraw all Shares
credited to the Participant’s Nominee Account within: 


  

	 	(a)	 one hundred and eighty (180) days of the date of such termination, or 



 

	 	(b)	 five (5) years from the date of such termination in case of the termination of such Participant’s
employment with an Employing Company for reasons of: 


  

	 	i.	 death, 


  

	 	ii.	 legal incapacity, 


  

	 	iii.	 disablement, 


  

	 	iv.	 retirement or 


  

	 	v.	 the expiration of any temporary contract of employment. 



In case the Participant (or his or her estate or legal representatives, as the case may be) fails to comply with the foregoing obligation,
then Philips reserves the right to sell the Shares on behalf of the Participant and Philips is herewith irrevocably authorized to such sale or to request the administrator to collect the cost of the Participant’s Nominee Account from the
Participant. 
  

	5.	 Each Participant shall comply with any applicable “insider trading” laws and regulations and the
Philips’ Rules of Conduct with respect to Inside Information. 



  
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 Article 6 

Capital Dilution 
 Philips may make –
but is not under any obligation to do so – equitable adjustment or substitution of the number or kind of Shares subject to the Awards, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by Philips,
for example a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any
distribution to holders of Shares other than regular cash dividends. 
 Article 7 

Dividend Equivalent 
 The Participant will
have no rights to dividends in respect of Shares comprised in an Award prior to the delivery of any such Shares. However, Awards will be adjusted for any payment of dividend by Philips between the Date of Grant and the Vesting Date. Philips is
entitled, in its sole discretion, to determine the manner in which the number of Shares comprised in the Award will be increased. These additional Shares will only be delivered to the extent the Award vests. 

Article 8 
 Costs and
Taxes 
  

	1.	 All costs of delivering any Shares under this Plan to a Participant’s Nominee Account and any other costs
connected with the Shares shall be borne by the Participant. 


  

	2.	 Any and all taxes, duties, levies, charges or social security contributions (“Taxes”) which arise
under any applicable national, state, local or supra-national laws, rules or regulations, whether already effective on the Date of Grant of any Award or becoming effective thereafter, and any changes or modifications therein and termination thereof
which may result for the Participant in connection with this Plan (including, but not limited to, the grant of the Award, the ownership of the Award and/or the delivery of any Shares under this Plan, the ownership and/or the sale of any
Shares acquired under this Plan) shall be for the sole risk and account of the Participant. 


  

	3.	 Philips and any other Employing Company shall have the right to deduct or withhold (or cause to be deducted or
withheld) from any salary payment or other sums due by Philips or any other Employing Company to Participant, or requiring the Participant or beneficiary of the Participant, to pay to Philips an amount necessary to settle any Taxes and any costs
determined by Philips necessary to be withheld in connection with this Plan (including, but not limited to, the grant of the Award or the delivery of any Shares under this Plan). 



 

	4.	 Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer
of any Shares to a Nominee Account or a personal brokerage account until Philips has received an amount, or the Participant has made such arrangements required by Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by
the Participant in connection with this Plan as determined by Philips. 



  
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	5.	 Philips is herewith irrevocably authorized by the Participant to sell (part of) Participant’s Shares
credited to a Nominee Account and to maintain such part of the proceeds of this sale as payment to Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Plan as determined by
Philips. 


 Article 9 

Dividend Payment on Shares 
 Philips is
entitled, in its sole discretion, to determine the manner in which dividend on any Shares delivered to a Participant pursuant to this Plan and deposited on the Nominee Account at the applicable record date, is paid to such Participant including, but
not limited to, the payment of dividend by means of a dividend reinvestment plan pursuant to which the dividend will be reinvested in the purchase of Shares. 

Article 10 
 Change of
Control 
 In the event of a change of control situation, Philips shall have the discretion to accelerate the vesting of Awards, subject to the
achievement of the Performance Conditions to the date of completion of the change of control in accordance with the vesting levels, taking into account the principles of reasonableness and fairness and, unless Philips determines otherwise, the part
of the Award which vest will be reduced on a time pro-rated basis. 
 Article 11 

General Provisions 
  

	1.	 Philips shall have the authority to: i) interpret this Plan, ii) establish, amend, and rescind any terms and
conditions of this Plan including any rules and regulations relating to this Plan and/or establish supplements to comply with or suit country specific requirements, iii) determine the terms and conditions of any agreements entered into hereunder,
and iv) make all other determinations necessary or advisable. The terms and conditions of this Plan including any rules and regulations relating to this Plan, including any supplements thereto, in force from time to time are published on the website
of Philips or its global plan administrator and apply to all previous and future Awards granted under this Plan. Philips may delegate the authority to practice administrative and operational functions with respect to the Plan to officers or
employees of subsidiaries of Philips and to service providers. 



  
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	2.	 Philips may in its sole discretion but acting in good faith, resolve to recoup some or all of such incentive
compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of Philips and its group
companies in any related proceeding or investigation), granted to an individual under these terms and conditions, if: 


  

	 	a.	 Equity-based incentive compensation under these terms and conditions has been granted and/or has vested on the
basis of incorrect financial or other data; or 


  

	 	b.	 In assessing the extent to which the Performance Conditions and/or any other condition imposed on the award was
satisfied, such assessment was based on an error, inaccurate or misleading information or assumptions and that such error, information or assumptions would have resulted or did in fact result either directly or indirectly in that Award vesting (or
being capable of vesting) to a greater degree than would have been the case had that error not been made; or 


  

	 	c.	 There are circumstances which would warrant Philips or the Employing Company summarily dismissing (or
requesting in court the termination of the employment of) that individual – for instance on the basis of article 677 or 685 Dutch Civil Code – (whether or not Philips or the Employing Company has chosen to do so) where such circumstances
arose in the period from the Date of Grant to the Vesting Date; or 


  

	 	d.	 That individual was involved in, or directly or indirectly responsible for a serious violation of the Philips
General Business Principles or applicable law; or 


  

	 	e.	 The Employing Company or the business unit in which the relevant individual works/worked, or for which he was
responsible, suffered a material failure of risk management, or 


  

	 	f.	 Something which occurred in the period from the Date of Grant to the Vesting Date has a sufficiently
significant impact on the reputation of Philips or the group members to justify the operation of a recoupment claim. 


 By
accepting an Award under these terms and conditions, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article. 

Furthermore by accepting any Awards under this Plan, the individual provides an irrevocable power of attorney to Philips to transfer any Shares
held by such individual in the account administered by Philips’ global plan administrator and any other acts necessary or desirable to give effect to this article. This power of attorney is governed by Dutch law exclusively. 

 

	3.	 No Participant shall have any rights or privileges of shareholders (including the right to receive dividends
and to vote) with respect to Shares to be delivered pursuant to Awards until such Shares are actually delivered to such Participant in accordance with Article 5 of this Plan. 



 

	4.	 The (value of) Awards granted to, or Shares acquired by, a Participant pursuant to such Awards under this Plan
shall not be considered as compensation in determining a Participant’s benefits under any benefit plan of an Employing Company, including but not limited to, group life insurance, long-term disability, family survivors, or any retirement,
company pension or savings plan. 



  
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	5.	 Nothing contained in this Plan or in any Award made or agreement entered into pursuant hereto shall confer upon
any Participant any right to be retained in employment with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Plan or interfere with or limit in any way with the right of any Employing Company to
terminate such Participant’s employment or to discharge or retire a Participant at any time. 


  

	6.	 If a provision of this Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the
remaining parts of this Plan, this Plan shall be construed as if the illegal or invalid provisions had not been included in this Plan. 


  

	7.	 Where the context requires, words in either gender shall include also the other gender. 



 

	8.	 The English version of this Plan is leading. If there is a discrepancy between the contents of a translation
and the English version of this Plan, the English version of this Plan prevails. 


  

	9.	 After approval of the Long-Term Incentive Plan (consisting of a Global Philips Performance Share Plan) for the
Board of Management by the Shareholders Meeting, this Plan will take effect as per January 1, 2017. 


  

	10.	 This Plan shall be governed by and construed in accordance with the laws of The Netherlands, without regard to
its principles of conflict of laws. 


  
 •
• • • • 

  
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 ADDENDUM TO THE 

GLOBAL PHILIPS PERFORMANCE SHARE PLAN 

FOR PARTICIPANTS ELIGIBLE TO PARTICIPATE IN A U.S. RETIREMENT OR PENSION PLAN 

For the purpose of Article 3.3 with respect to a Participant who is eligible to participate in a U.S. retirement or pension plan and who is a not a party to a
contract governing employment conditions or benefits with an entity which is domiciled outside of the United States, the Participant’s employment shall be deemed terminated as a result of retirement if such Participant’s employment is
terminated and, at the time of his or her termination of employment the Participant has at least five (5) years of service with an U.S. Employing Company and/or Philips affiliates (including foreign affiliates) that are at least 80% owned and
has attained the age of fifty-five (55) years. 

  
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