EX-10.13





 Exhibit 10.13 

 
 



 
 SOPHiA GENETICS SA 

2021 EQUITY INCENTIVE PLAN 

Section 1. Purpose. The purpose of the SOPHiA GENETICS SA 2021 Equity Incentive Plan (the “Plan”) is to motivate
and reward employees, Non-Employee Directors, consultants and advisors of SOPHiA GENETICS SA (the “Company”) and its Subsidiaries to perform at the highest level and to further the best
interests of the Company and its shareholders. Capitalized terms not otherwise defined herein are defined in Section 20. 

Section 2. Eligibility.  

(a) Any employee, Non-Employee Director, consultant or other advisor of the Company or any Subsidiary
shall be eligible to be selected to receive an Award under the Plan. 
 (b) Holders of equity compensation awards granted by a company
acquired by the Company (or whose business is acquired by the Company) or with which the Company combines (whether by way of amalgamation, merger, sale and purchase of Shares or other securities or otherwise) are eligible to be selected to receive
grants of Replacement Awards under the Plan. 
 Section 3. Administration.  

(a) The Plan shall be administered by the Committee. The Board may designate one or more members of the Board (or, to the extent required by
applicable law or the rules of the applicable stock exchange, Non-Employee Directors of the Company) as a subcommittee who may act for the Committee if necessary to satisfy the requirements of this
Section 3. The Committee may issue rules and regulations for administration of the Plan. 
 (b) Subject to the terms of the Plan and
applicable law, the Committee (or its delegate) shall have full power and authority to: 
 (i) designate Participants; 

(ii) determine the type or types of Awards (including Replacement Awards) to be granted to each Participant under the Plan;

 (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to
be calculated in connection with) Awards; 
 (iv) determine the terms and conditions of any Award; 

(v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other
Awards or other property, net settled 












 
(including cashless exercise) or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or
suspended; 
 (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property
and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; 

(vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; 

(viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; 
 (ix) maintain the qualified status of an Incentive Stock Option under
Section 422 of the Code; and 
 (x) make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. 
 (c) All decisions of the Committee shall be final, conclusive and binding upon
all parties, including the Company, its shareholders and Participants and any Beneficiaries thereof. 
 Section 4. Shares Available
for Awards.  
 (a) Subject to adjustment as provided in Section 4(e) and the increase set forth in Section 4(b), the maximum
number of Shares available for issuance under the Plan shall not exceed 7,800,740 Shares (as adjusted and/or increased from time to time in accordance with the terms of this Plan, the “Share Reserve”). Shares underlying
Replacement Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of Shares or other securities or otherwise),
appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for grant under the Share Reserve. 

(b) Subject to adjustment as provided in Section 4(e), the Share Reserve will be increased on the first day of each Fiscal Year beginning
with the 2022 Fiscal Year, in an amount equal to the least of (i) a number of Shares equal to five percent (5%) of the total number of shares of all classes of shares of the Company outstanding on the last day of the immediately preceding
Fiscal Year, (ii) such number of Shares determined by the Board and (iii) the aggregate number of Shares available to the Board that may be granted as, or be subject to, equity incentive awards on such date (be it out of the conditional
share capital for employee participations as provided in the Company’s articles of association in effect from time to time (the “Articles of Association”) or from other sources, including treasury shares). To ensure that


  
 2 













 
a sufficient number of Shares can be added to the Share Reserve in accordance with this Section 4(b), the Company plans to request its shareholders approve annual increases to the
Company’s conditional share capital for employee participation. 
 (c) Subject to adjustment as provided in Section 4(e), the
maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 7,800,740 Shares. 
 (d) Any Shares subject
to an Award (other than a Replacement Award and any Award granted out of the authorized Shares of an acquired plan), that expires, is canceled, forfeited or otherwise terminates without the delivery of such Shares, including any Shares subject to
such Award to the extent that such Award is settled without the issuance of Shares, shall again be, or shall become, available for issuance under the Share Reserve. Any Shares surrendered or withheld in payment of any grant, acquisition or exercise
price of such Award or taxes, duties, social security or other withholdings related to such Award shall become available for issuance under the Share Reserve. 

(e) In the event that, as a result of any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash,
Shares or other securities, but other than ordinary cash distributions made in lieu of ordinary cash dividends), recapitalization, share split (share subdivision), reverse share split (share consolidation), reorganization, merger, amalgamation,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire
Shares or other securities of the Company, or other similar corporate transaction or event affecting the Shares (but not, for avoidance of doubt, a mere issuance or repurchase of Shares or other securities in exchange for value, including, without
limitation, issuance of Shares as compensation for services), or of changes in applicable laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, subject to Section 17, adjust equitably any or all of: 

(i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards; 

(ii) the number and type of Shares (or other securities) subject to outstanding Awards; 

(iii) the grant, acquisition, exercise price with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; and 
 (iv) the terms and conditions of any outstanding Awards, including the
performance criteria of any Performance Awards; 
 provided, however, that the number of Shares subject to any Award denominated in Shares shall
always be a whole number. 

  
 3 













 (f) Any Shares delivered pursuant to an Award may consist, in whole or in part, of Shares
issued out of the Company’s conditional or authorized share capital or otherwise, or Shares acquired by the Company and/or held as treasury Shares. In its sole discretion, the Company or any of its Subsidiaries or any person appointed by any of
them may, in its own name or in the name of a Participant and on behalf of a Participant, subscribe to Shares, pay in the issue price and do any other action to create the Shares or direct the Participant to do so. Any Shares delivered pursuant to
an Award shall be issued as fully paid Shares, and the exercise price and/or subscription price per Share pursuant to any Award, if applicable, shall always be at least equal to or greater than the par value per Share. A Participant shall not have
any rights as a shareholder of the Company (including as to voting and dividends) until Shares are actually settled and delivered to the Participant and upon entry of the Participant into the share register of the Company as shareholder of such
Shares with voting rights. 
 Section 5. Restricted Shares and RSUs. The Committee is authorized to grant Awards of Restricted
Shares and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. 

(a) The applicable Award Document shall specify the vesting schedule and, with respect to RSUs, the delivery schedule (which may include
deferred delivery later than the vesting date) and whether the Award of Restricted Shares or RSUs is entitled to dividends or dividend equivalents, voting rights or any other rights. 

(b) Restricted Shares and RSUs shall be subject to such restrictions as the Committee may impose (including any limitation on the right to
vote Restricted Shares or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem
appropriate. Without limiting the generality of the foregoing, if the Award relates to Restricted Shares on which dividends are declared during the period that the Award is outstanding, the Award shall not provide for the payment of such dividend
(or a dividend equivalent) to the Participant prior to the time at which such Award, or applicable portion thereof, becomes nonforfeitable, unless required by applicable law, or otherwise provided in the applicable Award Document. 

(c) Any Restricted Shares granted under the Plan may be evidenced in such manner as the Committee may deem appropriate. 

(d) The Committee may determine the methods by which, and the forms in which payment of the amount owing upon settlement of any RSU Award may
be made, including cash, Shares, other Awards, other property or any combination thereof (having a Fair Market Value on the settlement date equal to the relevant payment). 

Section 6. Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with
such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine; provided that Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).  

  
 4 













 (a) The exercise price per Share under an Option shall be determined by the Committee;
provided, however, that, except in the case of Replacement Awards, for U.S. Participants who are Ten Percent Shareholders and are granted an Incentive Stock Option, such exercise price shall not be less than one hundred ten percent
(110%) of the Fair Market Value of a Share on the date of grant of such Incentive Stock Option, and for all other U.S. Participants, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

 (b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option;
provided that the term of each Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed five years from the date of grant of such Incentive Stock Option. 

(c) The Committee shall determine the time or times at which an Option may be exercised in whole or in part. 

(d) The Committee shall determine the methods by which, and the forms in which payment of the exercise price with respect thereto may be made
or deemed to have been made, including by cash, Shares, other Awards, other property or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, or through net settlement (including cashless
exercise). 
 (e) To the extent an Option is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value
of one Share is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised by cashless exercise or net settlement, immediately before its expiration, unless the Participant has given instruction as to the
contrary. 
 (f) The Committee shall determine the conditions, if any, to vesting of Options granted under the Plan, including, without
limitation, any service- or performance-based conditions. 
 (g) No Option will be eligible for the payment of dividends or dividend
equivalents, to the extent such Option is subject to Section 409A or Section 457A of the Code. 
 (h) The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. To the extent that the aggregate Fair Market Value (determined on the date of grant) of Shares with respect to which Incentive
Stock Options are exercisable for the first time by any Participant during any calendar year (under all equity incentive plans of the Company and any of its Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does
not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Non-Qualified Stock Options, notwithstanding any contrary provision set forth in the applicable Award Document(s). 

  
 5 













 Section 7. Share Appreciation Rights. The Committee is authorized to grant SARs
to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. 

(a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under
the Plan (“tandem”). 
 (b) The exercise price per Share under a SAR shall be determined by the Committee; provided,
however, that, except in the case of Replacement Awards, for U.S. Participants, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR (or if granted in connection with an Option, on the
grant date of such Option). 
 (c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant
of such SAR. 
 (d) The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. 

(e) To the extent a SAR is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is
greater than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration. 

(f) Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied
by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the
Committee. 
 (g) No SAR will be eligible for the payment of dividends or dividend equivalents, to the extent such SAR is subject to
Section 409A or Section 457A of the Code. 
 Section 8. Performance Awards. The Committee is authorized to grant
Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. 

(a) Performance Awards may be denominated as a cash amount, a number of Shares or a combination thereof and are Awards which may be earned
upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the


  
 6 













 
right of a Participant to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The
Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period,
the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. Unless otherwise determined by the
Committee, if the Performance Award relates to Shares on which dividends are declared during the Performance Period, the Performance Award shall not provide for the payment of such dividend (or dividend equivalent) to the Participant prior to the
time at which such Performance Award, or the applicable portion thereof, is earned. 
 (b) Performance criteria may be measured on an
absolute (e.g., plan or budget) or relative basis, and may be established on a corporate-wide basis, with respect to one or more business units, divisions, Subsidiaries or business segments, or on an individual basis. Relative performance may
be measured against a group of peer companies, a financial market index or other objective and quantifiable indices. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or
the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the minimum level of achievement, in whole or in part, as the Committee deems appropriate
and equitable. Performance objectives may be adjusted for material items not originally contemplated in establishing the performance target for items resulting from discontinued operations, extraordinary gains and losses, the effect of changes in
accounting standards or principles, acquisitions or divestitures, changes in tax rules or regulations, capital transactions, restructuring, nonrecurring gains or losses or unusual items. Performance measures may vary from Performance Award to
Performance Award, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 8(b)
as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. 

(c) Settlement of Performance Awards; Other Terms. Settlement of Performance Awards shall be in cash, Shares, other Awards or other
property, by net settlement or any combination thereof, as determined in the discretion of the Committee. Subject to Section 10, Performance Awards will be settled only after the end of the relevant Performance Period. The Committee may, in its
discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award. 
 Section 9.
Other Share-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that 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 that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, acquisition rights for Shares, Awards with value and payment
contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. The Committee shall determine the terms and conditions of such Awards. 

  
 7 













 Section 10. Effect of Termination of Service or a Change in Control on Awards.

 (a) The Committee may provide in any Award Document the circumstances in which, and the extent to which, an Award may be exercised,
settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the vesting, exercise or settlement of such Award or the end of a Performance Period. 

(b) Unless otherwise provided in the applicable Award Document or determined by the Committee pursuant to Section 10(c), in the event of
a Change in Control pursuant to clauses (i), (iii) or (iv) of the definition thereof, each Award that is outstanding as of immediately prior to such Change in Control shall, (i) to the extent not then vested, accelerate and become fully
vested (with any Award that is a Performance Award assumed to have achieved the applicable performance criteria at the greater of target and maximum level of performance), and (ii) be cancelled and converted into the right to receive a payment
in cash with a value equal to (A) the value of such Award based on the per share value of consideration received or to be received by other shareholders of the Company in such Change in Control, less, (B) if such Award is an Option
or a SAR, the applicable exercise price; provided, that, if, as of the date of the Change in Control, the Committee determines that no amount would have been realized upon the settlement or exercise of the Award pursuant to this
Section 10(b), then the Award may be cancelled by the Company without payment of consideration. 
 (c) In the event of a Change in
Control, notwithstanding anything to the contrary in the Plan or the applicable Award Document, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken
prior to the occurrence of such Change in Control, may take any one or more of the following actions whenever the Committee determines that such action is appropriate or desirable to facilitate the Change in Control transaction: 

(i) to cancel any outstanding Award in exchange for a payment in securities or other property other than cash or any
combination thereof with a value equal to the value of such Award based on the per share value of consideration received or to be received by other shareholders of the Company in the Change in Control (and, for the avoidance of doubt, if, as of the
date of the Change in Control, the Committee determines that no amount would have been realized upon the exercise of the Award or other realization of the Participant’s rights, then the Award may be cancelled by the Company without payment of
consideration); 
 (ii) to require the exercise of any Option not exercised by the Participant; 

(iii) to provide for the assumption, substitution, replacement or continuation of any Award by the successor or surviving
corporation (or a parent or Subsidiary thereof) with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or Subsidiary thereof), and to provide


  
 8 













 
for appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation (or a parent or Subsidiary thereof), subject to
any replacement awards, the terms and conditions of the replacement awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement
awards; 
 (iv) to make any other adjustments in the number and type of securities (or other consideration) subject to
(a) outstanding Awards and the terms and conditions of such Awards (including the grant or exercise price and performance criteria with respect thereto) and (b) Awards that may be granted in the future; 

(v) to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all
Shares covered thereby; and 
 (vi) to provide that any Award shall not vest, be exercised or become payable as a result of
such Change in Control. 
 (d) By accepting an Award, each Participant gives a power of attorney to the Company to exercise, sell, assign or
otherwise dispose of on behalf of the Participant such Participant’s Award or of the Shares acquired upon the exercise or settlement thereof, in order to comply with and give full force and effect to the provisions of this Section 10,
including, without limitation, a Change of Control. 
 Section 11. General Provisions Applicable to Awards. 

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

(b) Awards may, in the discretion of the Committee, be granted either alone, in addition to or in tandem with any other Award or any award
granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a
different time from the grant of such other Awards or awards. 
 (c) Subject to the terms of the Plan and Section 17, payments or
transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property or any combination thereof or through net settlement, as determined by the Committee in its
discretion, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case, in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment
or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. 

(d) Except as may be permitted by the Committee or as specifically provided in an Award Document, (i) no Award and no right under any
Award shall be assignable, 

  
 9 













 
alienable, saleable or transferable by a Participant other than by will or the laws of descent and distribution or pursuant to Section 11(e) and (ii) during a Participant’s
lifetime, each Award, and each right under any Award, shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this Section 11(d) shall
not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof. 

(e) A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using
forms and following procedures approved or accepted by the Committee for that purpose. 
 (f) All certificates, if any, for Shares, and/or
other securities delivered under the Plan pursuant to any Award or the exercise or settlement thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations
and other requirements of the U.S. Securities and Exchange Commission, as applicable, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee
may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 
 (g) Without limiting
the generality of Section 11(h), the Committee may specify in an Award Document that the Participant’s rights, payments or benefits with respect to an Award are subject to restrictions with respect to noncompetition, nonsolicitation,
confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion. 

(h) The Committee may specify in an Award Document that the Participant’s rights, payments and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture or recoupment (“clawback”) upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include
(i) a Termination of Service for Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow
or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Document) or remain in effect, depending on the outcome), (ii)
voluntary Termination of Service without “good reason” (or similar terms) by the Participant (each as defined in the Applicable Award Document or other written agreement with the Participant), (iii) violation of material policies of the
Company or any of its Subsidiaries, (iv) other termination of the Participant’s employment or service with the Company or its applicable Subsidiary as a “bad leaver,” (v) breach of noncompetition, nonsolicitation, confidentiality
or other restrictive covenants that may apply to the Participant, or (vi) other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates. 

(i) To the extent required by applicable law and the Articles of Association, all Awards and rights, payments and benefits thereunder granted
or made to any member of the Board or any member of the Executive Committee are subject to the approval of the relevant 

  
 10 













 
total amount of compensation by the Company’s shareholders. To the extent that any such Awards or rights, payments or benefits are granted or made to any such Participants prior to such
shareholder approval, such Awards or rights, payments or benefits shall be subject to the requisite subsequent shareholder approval and shall be subject to repayment to or clawback by the Company if such approval is not obtained. The foregoing shall
apply irrespective of any reservation or terms to the contrary set forth in any Award Document. 
 (j) All rights, payments and benefits
under any Award shall be subject to repayment to or clawback by the Company in accordance with such policies and procedures as the Committee or Board may adopt from time to time, but only to the extent that (i) such policies or procedures
(A) are necessary to implement applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (B) apply in the case of termination of the Participant’s employment for Cause or
(ii) the Committee otherwise determines in its reasonable discretion that such a clawback is necessary to satisfy one or more fiduciary obligations to the Company, its Affiliates or their respective shareholders. 

Section 12. Amendments and Termination. 

(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Document or in the Plan, the Board
may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder
approval, if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) the consent of the affected Participant, if such action would materially
adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or
exchange rules and regulations or accounting or tax rules and regulations, or to impose any clawback provisions on any Awards in accordance with Section 11(i), or such affected Participant is appropriately compensated by grants of other Awards
or cash payments, to the extent that such compensation is not prohibited by Section 409A or Section 457A of the Code as applicable to U.S. Participants. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan
or any Award Document in such manner as may be necessary or desirable to enable the Plan or such Award Document to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance
with local laws, rules and regulations to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise, vesting or settlement of Awards in order to minimize the Company’s obligation with
respect to tax equalization for Participants on assignments outside their home country. 
 (b) The Committee may waive any conditions or
rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided,
however, that, subject to Section 4(c) and Section 11(c), no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except to
the extent that (i) any 

  
 11 













 
such action is made (A) to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, (B) to impose any
clawback provisions on any Awards in accordance with Section 11(i) or (C) made with the consent of the affected Participant; or (ii) the affected Participant is appropriately compensated by grants of other Awards or cash payments for
any such adverse effect, to the extent that such compensation is not prohibited by Section 409A or Section 457A of the Code as applicable to U.S. Participants. 

(c) Except as provided in Section 8(b), the Committee shall be authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of events (including the events described in Section 4(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable law, stock market or exchange rules and
regulations or accounting or tax rules and regulations, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan. 
 (d) The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem desirable to carry the Plan into effect. 
 Section 13. Option and SAR Repricing. The Committee
may seek to effect any re-pricing of any previously granted “underwater” Option or SAR by: (i) amending or modifying the terms of the Option or SAR to lower the exercise price;
(ii) cancelling the underwater Option or SAR and granting either (A) replacement Options or SARs having a lower exercise price or (B) Restricted Shares, RSU, Performance Award or Other Share-Based Award in exchange; or
(iii) cancelling or repurchasing the underwater Options or SARs for cash or other securities. An Option or SAR will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than
the exercise price of the Award. 
 Section 14. Miscellaneous.  

(a) No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient, including as necessary or desirable to recognize
differences in local law, tax policy or custom. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains
the right to make available future grants under the Plan. 
 (b) No payment pursuant to the Plan shall be taken into account in determining
any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or
agreement thereunder. 

  
 12 













 (c) The grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Document or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the
applicable Award Document. 
 (d) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or
additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. 
 (e)
The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant, whether in the form of cash, Shares, other
Awards, other property or any combination thereof, the amount of applicable taxes, duties, social security or other withholdings for which the Participant is ultimately liable in respect of an Award, its exercise or settlement or any payment or
transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant, forfeiting outstanding Awards, net settlement or selling on behalf of the
Participant any of the Shares to which he or she is entitled under any Award and retain the sale proceeds) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes, duties, social security or
other withholdings. Each Participant shall be responsible for the necessary declarations required under applicable tax laws. The Company and its Affiliates shall have the right to notify the tax authorities of the grant, vesting and settlement of
any Award and the exercise of any Option if so required by law. 
 (f) If any provision of the Plan or any Award Document is, becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to
conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Document, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award Document shall remain in full force and effect. 
 (g) No Shares shall be
issued pursuant to the Plan in the event the Company determines that: (i) it and the Participant have not taken all actions required to register the Shares under the Securities Act and any other applicable securities laws, as may be applicable
in the event the Shares are Publicly Listed and there is no exemption from such registration under applicable law; (ii) an applicable listing requirement of any stock exchange on which the Company is listed has not been satisfied; or
(iii) another applicable provision of law has not been satisfied. 
 (h) Each Award Document shall provide that no Shares shall be
purchased or sold thereunder unless and until (i) any then applicable requirements of any state or federal laws 

  
 13 













 
and regulatory agencies in any applicable country have been fully complied as required with to the satisfaction of the Company and its counsel and (ii) if required to do so by the
Company, the Participant has executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require. The Company shall use reasonable efforts to seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell Shares upon the settlement or exercise of the Awards; provided, however, that this undertaking
shall not require the Company to register under the Securities Act the Plan, any Award or any Shares issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or
agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Shares upon the settlement or exercise of
such Awards unless and until such authority is obtained. 
 (i) Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Company. 
 (j) No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated. 
 (k) The Committee may determine that any Award must be held in a restricted depository account as
designated by the Committee. 
 Section 15. Effective Date of the Plan. The Plan, adopted by the Board on June 28, 2021 and
approved by shareholders of the Company on June 29, 2021, is contingent upon the effectiveness of the initial registration of the Company’s Shares on Form F-1 with the U.S. Securities and Exchange
Commission and shall become effective upon the execution of the underwriting agreement relating to the initial public offering of the Company’s Shares in the United States. 

Section 16. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the tenth
anniversary of the effectiveness of the Plan (the “Plan Expiration Date”); provided that to the extent permitted by the listing rules of any stock exchanges on which the Company is listed, such Plan Expiration Date may be
extended indefinitely so long as the maximum number of Shares available for issuance under the Plan have not been issued, (ii) the maximum number of Shares available for issuance under the Plan have been issued or (iii) the Board
terminates the Plan in accordance with Section 12(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Document, any Award theretofore granted may extend beyond such date, and the authority of the Committee to
amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date. 

  
 14 













 Section 17. Sections 409A and 457A of the Code.  

(a) With respect to Awards made to U.S. Participants, the Plan is intended to comply with the requirements of Section 409A and
Section 457A of the Code, and the provisions of the Plan and any Award Document shall be interpreted in a manner that satisfies the requirements of Section 409A and Section 457A of the Code, and the Plan shall be operated accordingly.
If any provision of the Plan or any term or condition of any Award 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. If an amount payable
under an Award as a result of the Participant’s Termination of Service (other than due to the Participant’s death) occurring while the Participant is a “specified employee” under Section 409A of the Code constitutes a
deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s Termination of Service, except as permitted under Section 409A
of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to the 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 the Award includes “dividend equivalents” (within the meaning of
Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the
foregoing, the tax treatment of the benefits provided under the Plan or any Award Document 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 the Participant on account of non-compliance with Section 409A and Section 457A of the Code. 

(b) Notwithstanding any provision of the Plan to the contrary or any Award Document, in the event the Committee determines that any Award may
be subject to Section 409A or Section 457A of the Code, the Committee may adopt such amendments to the Plan and the applicable Award Document or adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A or Section 457A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A or Section 457A and thereby avoid the application of any adverse tax consequences under such Sections. 

(c) Notwithstanding any provision of the Plan to the contrary or any Award Document, a Termination of Service shall not deemed to have
occurred for purposes of any provision of an Award that is subject to Section 409A providing for payment upon or following a termination of a Participant’s employment or service with the Company or any of its Subsidiaries 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”, “termination of service” or like terms shall
mean “separation from service.” 

  
 15 













 Section 18. Data Protection. The Company holds and processes personal
information provided by the Participant, such as name, date of birth, account information, social security number, tax number and contact information, and uses the Participant’s personal data within the Company’s legitimate business
purposes and as necessary for all purposes relating to the operation and performance of the Plan. These are: 
 (i) administering and
maintaining Participant records; 
 (ii) providing the services described in the Plan; 

(iii) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant
works; and 
 (iv) responding to public authorities, court orders and legal investigations, as applicable. 

Where required under applicable law, the Company relies on the legal basis of the operation and performance of the Plan and on legitimate
interests. 
 The Company may share the Participant’s personal data with (i) Affiliates, (ii) trustees of any employee benefit
trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan or (vi) regulators and others, as required by law. 

If necessary, the Company may transfer the Participant’s personal data to any of the parties mentioned above in any country or territory
that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s personal data from the E.U. to a third country is subject to appropriate safeguards in the form of EU
standard contractual clauses (according to decisions 2001/497/EC, 2004/915/EC, 2010/87/EU) or applicable derogations provided for under applicable law. 

The Company will keep personal information for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory
requirements. 
 The Participant has a right to (i) request access to and rectification or erasure of the personal data provided,
(ii) request the restriction of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company and transmit such data to another party,
and (v) to lodge a complaint with a supervisory authority. 
 Section 19. Governing Law. The formation, existence,
construction, performance, validity and all aspects whatsoever of this Plan and of each Award Document and any Award granted thereunder, including any rights and obligations arising out of or in connection with the same, shall be governed by, and
construed in accordance with, the substantive laws of Switzerland (with the exception of the conflict of law rules). The exclusive place of jurisdiction for any dispute, controversy or claim arising out of or in relation with the Plan, Award
Document or any Award granted thereunder, including the validity, invalidity, breach, termination or interpretation thereof, shall be Lausanne, Switzerland. 

  
 16 













 Section 20. Definitions. As used in the Plan, the following terms shall have the
meanings set forth below: 
 (a) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the
Company, (ii) any entity in which the Company, directly or indirectly, has a significant equity interest, in each case as determined by the Committee and (iii) any other entity which the Committee determines should be treated as an
“Affiliate.” 
 (b) “Award” means any Option, SAR, Restricted Share, RSU, Performance Award or Other Share-Based
Award granted under the Plan. 
 (c) “Award Document” means any agreement, contract or other instrument or document, which
may be in electronic format, evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant. 

(d) “Beneficiary” means a person entitled to receive payments or other benefits or exercise rights that are available under
the Plan in the event of the Participant’s death. If no such person is named by a Participant, or if no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the
Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate. 
 (e)
“Board” means the board of directors of the Company. 
 (f) “Cause” means, with respect to any
Participant, “cause” as defined in such Participant’s employment agreement or other similar agreement or arrangement with the Company or any of its Subsidiaries, if any, or if not so defined, except as otherwise provided in such
Participant’s Award Document, such Participant’s: 
 (i) indictment for any crime (A) constituting a felony,
or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of a Participant’s duties to the Company or any of its Subsidiaries, or otherwise has, or could reasonably be expected to result in, an
adverse impact to the business or reputation of the Company or any of its Subsidiaries; 
 (ii) having been the subject of
any order, judicial or administrative, obtained or issued by any securities law regulator (including the U.S. Securities and Exchange Commission) or criminal law enforcement authority, for any securities violation involving fraud, including, for
example, any such order consented to by the Participant in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied; 

  
 17 













 (iii) conduct, in connection with his or her employment or service, which
has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or any of its Subsidiaries; 

(iv) willful violation of the Company’s code of conduct or other material policies set forth in the manuals or statements
of policy of the Company or any of its Subsidiaries; 
 (v) willful neglect in the performance of a Participant’s duties
for the Company or any of its Subsidiaries or willful or repeated failure or refusal to perform such duties; or 
 (vi)
material breach of any applicable employment agreement or other agreement with the Company or any of its Subsidiaries or, if applicable, any other reason or event that qualifies as a valid reason as defined in Article 337 of the Swiss Code of
Obligations. 
 The occurrence of any such event described in clauses (iii) through (vi) that is susceptible to cure or remedy shall not
constitute Cause if such Participant cures or remedies such event within 30 days after the Company provides notice to such Participant. 

Any determination by the Company or any Subsidiary that the Termination of Service of the Participant was made for Cause (or without Cause) for
the purposes of outstanding Awards held by such Participant shall not be determined by, and shall not be prejudicial or effective regarding, any determination of the rights or obligations of the Company, any Subsidiary or the Participant for any
other purpose. 
 (g) “Change in Control” means the occurrence of any one or more of the following events: 

(i) a direct or indirect change in ownership or control of the Company effected through one transaction or a series of related
transactions within a 12-month period, whereby any Person (or a group of Persons acting in concert) other than (A) any employee plan established by the Company or any of its Subsidiaries, (B) an
underwriter temporarily holding securities pursuant to an offering of such securities or (C) a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company,
directly or indirectly acquires or maintains beneficial ownership of securities of the Company constituting more than 50% of the total combined voting power of the Company’s equity securities issued and outstanding immediately after such
acquisition; 
 (ii) at any time during a period of 24 consecutive months, individuals who at the beginning of such period
constituted the Board cease for any reason to constitute a majority of members of the Board; provided, however, that any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of
the directors then still in office who either were directors at the beginning of such period 

  
 18 













 
or whose election or nomination for election was so approved, shall be considered as though such individual were a member of the Board at the beginning of the period, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; 
 (iii) the consummation of a merger, amalgamation or consolidation of the
Company or any of its Subsidiaries with any other corporation or entity, other than a merger, amalgamation or consolidation which would result in the voting securities of the Company issued and outstanding immediately prior to such merger,
amalgamation or consolidation continuing to represent (either by remaining issued and outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) at least 50% of the combined voting
power and total Fair Market Value of the securities of the Company or such surviving entity or parent issued and outstanding immediately after such merger, amalgamation or consolidation; or 

(iv) the consummation of any sale, lease, exchange, or other transfer or disposition (including by way of a carve-out or spin-off transaction) to any Person (other than an Affiliate of the Company), in one transaction or a series of related transactions within a 12-month period, of all or substantially all of the assets of the Company and its Subsidiaries. 
 Notwithstanding the
foregoing or any provision of any Award Document to the contrary, for any Award to which Section 17 applies that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as
defined in Section 409A and Section 457A of the Code), if the event that constitutes such Change in 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 and Section 457A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of the date of such Change in Control
and shall be paid on the scheduled payment date specified in the applicable Award Document, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring any additional tax, penalty, interest or
other expense under Section 409A and Section 457A of the Code. 
 (h) “Code” means the U.S. Internal Revenue Code
of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto. 

(i) “Committee” means the Compensation Committee of the Board or such other committee as may be designated by the Board, or,
at the Board’s discretion with respect to any action, references herein to the “Committee” shall refer to the Board. 
 (j)
“Disability” means, with respect to any Participant, “disability” or the state of being “disabled” as defined in such Participant’s employment agreement or other similar agreement or arrangement with the
Company, if any, or if not so defined, except as otherwise 

  
 19 













 
provided in such Participant’s Award Document: (i) the Participant’s disability for purposes of benefits under any long-term disability plan maintained by the Company or any
Affiliate in which the Participant participates; or (ii) the Participant’s inability, due to physical or mental incapacity, to perform the essential functions of his or her job, with reasonable accommodation, that endures, or is reasonably
expected to endure, for 180 days in any 365-day period. 
 (k) “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto. 

(l) “Executive Committee” means the company’s executive committee as this term is understood by the Company’s
organizational regulations. 
 (m) “Fair Market Value” means (i) with respect to a Share, the closing price of a Share
on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so
quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established
from time to time by the Committee. 
 (n) “Fiscal Year” means the fiscal year of the Company. 

(o) “Incentive Stock Option” means an Option that meets the requirements of Section 422 of the Code, granted in
accordance with the provisions of Section 6. 
 (p) “Non-Employee Director”
means a member of the Board who is not an employee of the Company or an Affiliate. 
 (q)
“Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option, granted in accordance with the provisions of Section 6. 

(r) “Option” means an option representing the right to acquire Shares from the Company in the form of an Incentive Stock
Option or a Non-Qualified Stock Option, granted in accordance with the provisions of Section 6. 

(s) “Other Share-Based Award” means an Award granted in accordance with the provisions of Section 9. 

(t) “Participant” means the recipient of an Award granted under the Plan. 

(u) “Performance Award” means an Award granted in accordance with the provisions of Section 8. 

(v) “Performance Period” means the period established by the Committee at the time any Performance Award is granted or at any
time thereafter during which any performance goals specified by the Committee with respect to such Award are measured. 

  
 20 













 (w) “Person” means a natural person or a partnership, company, association,
cooperative, mutual insurance society, foundation or any other body which operates externally as an independent unit or organization. 
 (x)
“Publicly Listed” means, with respect to a security, that such security is publicly traded on an established stock exchange or national market system; and, with respect to an entity, that such entity is the issuer of a security that
is Publicly Listed. 
 (y) “Replacement Award” means an Award granted in assumption of, or in substitution for, an
outstanding award previously granted by a company or business acquired by the Company or with which the Company, directly or indirectly, combines (whether by way of amalgamation, merger, sale and purchase of Shares or other securities or otherwise).

 (z) “Restricted Share” means any Share granted in accordance with the provisions of Section 5. 

(aa) “RSU” means a contractual right granted in accordance with the provisions of Section 5 that is denominated in
Shares. Each RSU represents a right to receive the value of one Share. Awards of RSUs may include the right to receive dividend equivalents. 

(bb) “SAR” means any right granted in accordance with the provisions of Section 7 to receive upon exercise by a
Participant or settlement the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise price of the right on the date of grant, or if granted in connection with an Option, on the date of
grant of the Option. 
 (cc) “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the
rules, regulations and guidance thereunder. Any reference to a provision in the Securities Act shall include any successor provision thereto. 

(dd) “Shares” means ordinary shares, par value CHF 0.05 per share, of the Company. 

(ee) “Subsidiary” means any corporation, limited liability company, joint venture or partnership of which the Company
(i) directly or indirectly owns more than fifty percent (50%) of (A) the total combined voting power of all classes of voting securities of such entity, (B) the total combined equity interests, or (C) the capital or profit
interests, in the case of a partnership; or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body. 

(ff) “Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code)
Shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any of its Affiliates. 

(gg) “Termination of Service” means: 

  
 21 













 (i) in the case of a Participant who is an employee of the Company or a
Subsidiary, cessation of the employment relationship such that the Participant is no longer an employee of the Company or Subsidiary; 

(ii) in the case of a Participant who is a Non-Employee Director, the date that the
Participant ceases to be a member of the Board for any reason; or 
 (iii) in the case of a Participant who is a consultant
or other advisor, the effective date of the cessation of the performance of services for the Company or any Subsidiary; 
 provided, however, that in
the case of an employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the
continuation of the performance of services for the Company or a Subsidiary as a member of the Board or a consultant or other advisor shall not be deemed a cessation of service that would constitute a Termination of Service; and provided,
further, that a Termination of Service will be deemed to occur for a Participant employed by a Subsidiary when a Subsidiary ceases to be a Subsidiary, unless such Participant’s employment continues with the Company or another Subsidiary.

 (hh) “U.S. Participant” mean a Participant who is subject to federal income taxation in the United States. 

  
 22