EX-4.3





 Exhibit 4.3 

NXP SEMICONDUCTORS N.V. 2019 OMNIBUS INCENTIVE PLAN 

Section 1. Purpose of Plan. 
 The name
of the Plan is the NXP Semiconductors N.V. 2019 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors,
and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the
Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company
and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of
the foregoing. 
 Section 2. Definitions. 
 For
purposes of the Plan, the following terms shall be defined as set forth below: 
 (a) “Administrator” means
the Board or the Committee to whom administration is delegated in accordance with Section 3 hereof. 
 (b)
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. 

(c) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus,
Other Stock-Based Award or Cash Award granted under the Plan. 
 (d) “Award Agreement” means any written
agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. Each
Participant who is granted an Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion. 

 

	(e)	 “Base Price” has the meaning set forth in Section 8(b) hereof. 



 

	(f)	 “Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the
Exchange Act. 


  

	(g)	 “Board” means the Board of Directors of the Company. 



 

	(h)	 “Cash Award” means an Award granted pursuant to Section 12 hereof. 



(i) “Cause” has the meaning assigned to such term in the Award Agreement or in any individual employment,
service or severance agreement with the Participant or, if any such agreement does not define “Cause,” Cause means: (i) the commission of an act of theft, fraud, serious misconduct, dishonesty or deliberate falsification of records by
the Participant in the course of the Participant’s employment or service; (ii) the indictment of, or conviction of, or entering of a plea of nolo contendere by, the Participant for a crime constituting a felony (excluding any vehicular or
non-duty related minor offenses) or in respect of any act of fraud or dishonesty; (iii) the commission of an act by the Participant which would make the Participant or the Company (including any of its Subsidiaries or Affiliates) subject to
being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) gross negligence or willful misconduct in connection with the
Participant’s performance of his or her duties in connection with the Participant’s employment by or service to the Company (including any Subsidiary or Affiliate for whom the Participant may be employed by or providing services to at the
time) or the 

  
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Participant’s failure to comply with any of the restrictive covenants to which the Participant is subject; (v) the Participant’s willful failure to comply with any material
policies or procedures of the Company as in effect from time to time, provided that the Participant shall have been delivered a copy of such policies or notice that they have been posted on a Company website prior to such compliance failure; or
(vi) the Participant’s failure to perform the material duties in connection with the Participant’s position, unless the Participant remedies the failure referenced in this clause (vi) no later than ten (10) days following
delivery to the Participant of a written notice from the Company (including any of its Subsidiaries or Affiliates) describing such failure in reasonable detail (provided that the Participant shall not be given more than one opportunity in the
aggregate to remedy failures described in this clause (vi)). 
 (j) “Change in Capitalization” means: any
(i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event; (ii) special or extraordinary dividend or other extraordinary distribution (whether in
the form of cash, Common Stock, or other property), stock split, reverse stock split, subdivision or consolidation; (iii) combination or exchange of shares; or (iv) other change in corporate structure, which, in any such case, the
Administrator determines, in its sole discretion, affects the Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate. 

(k) “Change of Control” means an event set forth in any one of the following paragraphs shall have occurred:

 (i) any Person (or any group of Persons acting together which would constitute a “group” for purposes of
Section 13(d) of the Exchange Act) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including any securities acquired directly from the Company or its Affiliates) representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (iii) below; 

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the
Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a
consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; 

(iii) there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other
corporation or other entity, other than (I) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any
Subsidiary, more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) immediately following
which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger
or consolidation is then a subsidiary, the ultimate parent thereof, or (II) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined voting
power of the Company’s then outstanding securities; or 
  

  
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 (iv) there is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined
voting power of the voting securities of which are owned by shareholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a
sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which
such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof. 
 (l)
“Committee” means 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 and (ii) any other qualifications required by the applicable stock exchange on which the Common Stock is traded. If at any time or to any extent the Board shall not administer
the Plan, then except as set forth in Section 3(d), the functions of the Administrator specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the governing documents of the Company, 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. 

(m) “Common Stock” means the ordinary shares, €0.20 par value per share, of the Company. 

(n) “Company” means NXP Semiconductors N.V., a public limited liability company (naamloze vennootschap)
organized under the Laws of The Netherlands (or any successor company, except as the term “Company” is used in the definition of “Change of Control” above). 

(o) “Disability” has the meaning assigned to such term in the Award Agreement or in any individual employment,
service or severance agreement with the Participant or, if any such agreement does not define “Disability,” Disability means, with respect to any Participant, that such Participant, as determined by the Administrator in its sole
discretion, is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof. 

(p) “Effective Date” has the meaning set forth in Section 19 hereof. 

(q) “Eligible Recipient” means an officer, employee, non-employee director, independent contractor or
consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator. 

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

(s) “Exercise Price” means, with respect to any Option, the per share price at which a holder of such Option
may purchase such shares of Common Stock issuable upon the exercise of such Option. 
 (t) “Fair Market
Value” of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Administrator in its sole discretion; provided, however, (i) if the Common Stock or other security
is admitted to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a
share of Common Stock 

  
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or other security on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall be the average of the
closing bid and asked prices for such share of Common Stock or other security in such over-the-counter market for the last preceding date on which there was a sale of such share of Common Stock or other security in such market. 

(u) “Free Standing Right” has the meaning set forth in Section 8(a) hereof. 

(v) “Good Reason” has the meaning assigned to such term in the Award Agreement or in any individual
employment, service or severance agreement with the Participant; provided that if no such agreement exists or if such agreement does not define “Good Reason,” Good Reason means, in the absence of the Participant’s written
consent, (i) material reduction in the Participant’s base salary or target bonus unless the base salary or target bonus of similarly situated Eligible Recipients is reduced by a similar percentage or amount as part of cost reductions,
restructuring, or job grade alignment affecting all of the Company (including any Subsidiary or Affiliate for whom the Participant may be employed by or providing services to at the time); or (ii) a material diminution in the Participant’s
duties or responsibilities (other than as a result of the Participant’s Disability), provided that a lateral job change within the Company (including any Subsidiary or Affiliate thereof) that does not materially diminish the Participant’s
duties or responsibilities shall not constitute Good Reason. 
 (w) “Option” means an option to purchase
shares of Common Stock granted pursuant to Section 7 hereof. 
 (x) “Other Stock-Based Award” means an
Award granted pursuant to Section 10 hereof. 
 (y) “Participant” means any Eligible Recipient selected
by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 hereof, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case may be. 

(z) “Performance Goals” means performance goals based on criteria selected by the Administrator in its sole
discretion. 
 (aa) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof. 
 (bb) “Plan” has the meaning set forth in Section 1
hereof. 
 (cc) “Related Right” has the meaning set forth in Section 8(a) hereof. 

(dd) “Restricted Stock” means Shares granted pursuant to Section 9 hereof subject to certain restrictions
that lapse at the end of a specified period or periods. 
 (ee) “Restricted Stock Unit” means the right,
granted pursuant to Section 9 hereof, to receive an amount in cash or Shares (or any combination thereof) equal to the Fair Market Value of a Share subject to certain restrictions that lapse at the end of a specified period or periods. 

(ff) “Rule 16b-3” has the meaning set forth in Section 3(a) hereof. 

(gg) “Shares” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and
any successor (pursuant to a merger, consolidation or other reorganization) security. 
 (hh) “Stock Appreciation
Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8 hereof. 

(ii) “Stock Bonus” means a bonus payable in fully vested shares of Common Stock granted pursuant to
Section 11 hereof. 
 (jj) “Subsidiary” means, with respect to any Person, as of any date of
determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest
of such other Person. 
  

  
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 (kk) “Transfer” has the meaning set forth in
Section 17 hereof. 
 Section 3. Administration. 

(a) The Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Rule
16b-3 under the Exchange Act (“Rule 16b-3”), to the extent applicable. 
 (b) Pursuant to the terms of the
Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation: 

(1) to select those Eligible Recipients who shall be Participants; 

(2) to determine whether and to what extent Awards are to be granted hereunder to Participants; 

(3) to determine the number of Shares to be covered by each Award granted hereunder; 

(4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder
(including, but not limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the
Performance Goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, subject to Section 4(d) hereof,
(v) the number of Shares or amount of cash or other property subject to each Award and (vi) any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and
accelerating the vesting schedule of such Awards); 
 (5) to determine the terms and conditions, not inconsistent with the
terms of the Plan, which shall govern all written instruments evidencing Awards; 
 (6) to determine the Fair Market Value
in accordance with the terms of the Plan; 
 (7) to determine the duration and purpose of leaves of absence which may be
granted to a Participant without constituting termination of the Participant’s employment or service for purposes of Awards granted under the Plan; 

(8) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to
time deem advisable; 
 (9) to prescribe, amend and rescind rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the Plan; and 

(10) to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award
Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan. 

(c) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on
all Persons, including the Company and the Participants. 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. 

 

  
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 (d) Notwithstanding anything set forth in the Plan to the contrary, the
Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not limited to, its authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan
to any Participant who is subject to reporting under Section 16 of the Exchange Act, to the extent applicable) to one or more officers or employees of the Company or its Affiliates, subject to the requirements of applicable law or any stock
exchange on which the Shares are traded. 
 Section 4. Shares Reserved for Issuance; Certain Limitations; Minimum Vesting. 

(a) The maximum number of shares of Common Stock reserved for issuance under the Plan shall be 32,870,271 shares (subject to
adjustment as provided in Section 5 hereof). 
 (b) Shares issued under the Plan may, in whole or in part, be authorized
but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award
otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available
for Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right under the Plan or the payment of any purchase price
with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not again be
available for subsequent Awards under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement
is made shall not again be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall not be counted against the aggregate number of shares of Common Stock
available for Awards under the Plan. 
 (c) Any Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Stock Bonuses or Other Stock-Based Awards granted under the Plan (other than such Awards representing a maximum of five percent (5%) of the shares of Common Stock reserved for issuance under the Plan pursuant to Section 4(a) hereof
(subject to adjustment as provided in Section 5 hereof)) shall be granted subject to a minimum vesting period of at least twelve (12) months following the vesting commencement date, as determined by the Administrator; provided that
such minimum vesting requirement shall not apply to: (i) Awards granted to non-employee directors; (ii) Awards for which the vesting schedule is accelerated in connection with a termination of the Participant’s employment or service;
and (iii) Awards for which the vesting schedule is accelerated in connection with a Change in Capitalization (including a Change of Control). 

Section 5. Equitable Adjustments. 

(a) In the event of any Change in Capitalization (including a Change of Control), an equitable substitution or proportionate
adjustment shall be made, in each case, as may be determined by the Administrator, in its sole discretion, in (i) the aggregate number of shares of Common Stock reserved for issuance under the Plan, (ii) the kind and number of securities
subject to, and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of shares of Common Stock, or the amount of cash or amount or type of
other property, subject to outstanding Restricted Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan or (iv) the Performance Goals and performance periods applicable to any Awards granted under the
Plan; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.


  
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 (b) Without limiting the generality of the foregoing, in connection with a
Change in Capitalization (including a Change of Control), the Administrator may provide, in its sole discretion, for the cancellation of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value
equal to the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base
Price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award, the Board may cancel such Award without the payment of any consideration to the
Participant. 
 (c) The determinations made by the Administrator or the Board, as applicable, pursuant to this Section 5
shall be final, binding and conclusive. 
 Section 6. Eligibility. 

The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that
qualify as Eligible Recipients. 
 Section 7. Options. 

(a) General. Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing
such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of
the Option. The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject
to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award
Agreement. 
 (b) Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the
Administrator in its sole discretion at the time of grant, but, except as provided in the applicable Award Agreement, in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the
related shares of Common Stock on the date of grant. 
 (c) Option Term. The maximum term of each Option shall be
fixed by the Administrator, provided that except as otherwise set forth in the applicable Award Agreement, in no event shall an Option be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is
subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement. 
 (d)
Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of Performance Goals, as shall be determined by the Administrator in the applicable Award Agreement. The
Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine
in its sole discretion. Notwithstanding anything to the contrary contained herein, an Option may not be exercised for a fraction of a share. 

(e) Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company
specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in
its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by 

  
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means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form
of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of
consideration approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing. 

(f) Rights as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to
dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares and has
satisfied the requirements of Section 16 hereof. 
 (g) Termination of Employment or Service. In the event of the
termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Options, such Options shall be exercisable at such time or times and subject to such terms and conditions as set forth
in the Award Agreement. 
 (h) Other Change in Employment or Service Status. An Option shall be affected, both with
regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of
a Participant, in the discretion of the Administrator. 
 Section 8. Stock Appreciation Rights. 

(a) General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in
conjunction with all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients
to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded, the Base Price, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right
may be granted for more Shares than are subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject
to the following terms and conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable
Award Agreement. 
 (b) Base Price. Except as provided in the applicable Award Agreement, each Stock Appreciation
Right shall be granted with a base price that is not less than one hundred percent (100%) of the Fair Market Value of the related shares of Common Stock on the date of grant (such amount, the “Base Price”). 

(c) Rights as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to
dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied
the requirements of Section 16 hereof. 
 (d) Exercisability. 

(1) Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Administrator in the applicable Award Agreement. 
  

  
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 (2) Stock Appreciation Rights that are Related Rights shall be exercisable
only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8. 

(e) Consideration Upon Exercise. 

(1) Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that
number of Shares equal in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Base Price per share specified in the Free Standing Right, multiplied by (ii) the number of Shares in
respect of which the Free Standing Right is being exercised. 
 (2) A Related Right may be exercised by a Participant by
surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of the Fair Market Value
of a share of Common Stock as of the date of exercise over the Exercise Price specified in the related Option, multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so
surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised. 

(3) Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in
cash (or in any combination of Shares and cash). 
 (f) Termination of Employment or Service. 

(1) In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who
has been granted one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the Award Agreement. 

(2) In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who
has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options. 

(g) Term. 

(1) The term of each Free Standing Right shall be fixed by the Administrator, provided that except as otherwise set forth in
the applicable Award Agreement, in no event shall a Free Standing Right be exercisable more than ten (10) years after the date such right is granted. 

(2) The term of each Related Right shall be the term of the Option to which it relates, provided that except as otherwise set
forth in the applicable Award Agreement, in no event shall a Related Right be exercisable more than ten (10) years after the date such right is granted. 

(h) Other Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to
vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status or service status of a
Participant, in the discretion of the Administrator. 
 Section 9. Restricted Stock and Restricted Stock Units. 

(a) General. Restricted Stock and Restricted Stock Units may be issued under the Plan. The Administrator shall determine
the Eligible Recipients to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock
or Restricted Stock 

  
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Units; the period of time prior to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”); the Performance
Goals (if any); and all other conditions of the Restricted Stock and Restricted Stock Units. If the restrictions, Performance Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her
Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of Restricted Stock or Restricted Stock Units need not be the same with respect to each Participant. 

(b) Restrictions and Conditions. The Restricted Stock and Restricted Stock Units granted pursuant to this Section 9
shall be subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or thereafter: 

(1) Subject to Section 4(d) hereof, the Award Agreement may provide for the lapse of restrictions in installments and may
accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as set forth in the Award Agreement, including, but not limited to, the attainment of certain performance related goals, the Participant’s
termination of employment or service with the Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change of Control, the outstanding Awards shall be subject to Section 13
hereof. 
 (2) Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a
stockholder of the Company with respect to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to receive any dividends declared with respect to such shares; provided, however, that
except as provided in the applicable Award Agreement, any dividends declared during the Restricted Period with respect to such shares shall only become payable if (and to the extent) the underlying Restricted Shares vest. Except as provided in the
applicable Award Agreement, Participants shall not have the rights of a stockholder with respect to shares of Common Stock subject to Restricted Stock Units prior to the date on which Shares are delivered to the Participant upon or following
expiration of the Restricted Period. 
 (c) Termination of Employment or Service; Other Change in Status. The rights
of Participants granted Restricted Stock or Restricted Stock Units upon either (i) termination of employment or service with the Company and all Affiliates thereof for any reason or (ii) any other change in employment status, including
unpaid and un-protected leaves of absence, changes from full-time to part-time employment or partial Disability, in each case during the Restricted Period, shall be set forth in the Award Agreement or as otherwise determined in the discretion of the
Administrator. 
 (d) Form of Settlement. The Administrator reserves the right in its sole discretion to provide
(either at or after the grant thereof) that any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection with the Award. 

Section 10. Other Stock-Based Awards. 

Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including but not limited to dividend
equivalents, may be granted either alone or in addition to other Awards (other than in connection with Options or Stock Appreciation Rights) under the Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same
restrictions, conditions and risks of forfeiture as the underlying Awards and shall only become payable if (and to the extent) the underlying Awards vest. Subject to the provisions of the Plan, the Administrator shall have sole and complete
authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted, the number of shares of Common Stock to be granted pursuant to such Other Stock-Based Awards, or the manner in which such
Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to,
achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards. 
  

  
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 Section 11. Stock Bonuses. 

In the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator,
be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is
payable. 
 Section 12. Cash Awards. 

The Administrator may grant Awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of the
Plan, and such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the
achievement of Performance Goals. 
 Section 13. Change of Control Provisions. 

Except as provided in the applicable Award Agreement, in the event that (a) a Change of Control occurs and (b) either (x) an
outstanding Award is not assumed or substituted in connection therewith or (y) an outstanding Award is assumed or substituted in connection therewith and the Participant’s employment or service is terminated by the Company, its successor
or an Affiliate thereof without Cause or by the Participant for Good Reason on or after the effective date of the Change of Control but prior to twelve (12) months following the Change of Control, then: 

(a) any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable;
and 
 (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award
granted under the Plan shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be achieved at the greater of target or actual performance levels. 

For purposes of this Section 13, an outstanding Award shall be considered to be assumed or substituted for 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 security or entity as may be determined by the Administrator, in its sole discretion, pursuant to Section 5 hereof). 

Section 14. Amendment and Termination. 

The Board may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the rights of a
Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such
approval in order to satisfy any rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to
Section 5 hereof and the immediately preceding sentence, no such amendment shall impair the rights of any Participant without his or her consent. 

Section 15. Unfunded Status of Plan. 

The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. 

  
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 Section 16. Withholding Taxes. 

Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such
Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount in respect of such taxes (including any applicable social security obligations) up to the maximum
statutory rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the
Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct
therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto as determined by the Company. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the
right to require the Participant to either use the Company’s sell to cover method as in effect from time-to-time or to otherwise remit to the Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the
tax obligations as determined by the Company; provided, that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from such delivery Shares or
other property, as applicable, or (ii) by delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations as determined by the
Company. Such already owned and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled
in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy
its withholding obligation with respect to any Award as determined by the Company. 
 Section 17. Transfer of Awards. 

Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale,
assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of
the foregoing (each, a “Transfer”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or
withheld in the sole discretion of the Administrator. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not create any obligation
or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of any shares of
Common Stock or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option or Stock Appreciation Right may be exercised, during the
lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative. 

Section 18. Continued Employment or Service. 

Neither the adoption of the Plan nor the grant of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment
or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.

 Section 19. Effective Date. 

The Plan was adopted by the Board on April 26, 2019 and shall become effective on the date that it is approved by the Company’s
shareholders [June 17, 2019] (“Effective Date”). 

  
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 Section 20. Term of Plan. 

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may
extend beyond that date. 
 Section 21. Securities Matters and Regulations. 

(a) Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect
to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate
by the Administrator. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and
representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable. 

(b) Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration
or qualification of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection
with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been effected or
obtained free of any conditions not acceptable to the Administrator. 
 (c) In the event that the disposition of Common Stock
acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common
Stock acquired by such Participant is acquired for investment only and not with a view to distribution. 
 Section 22. No Fractional Shares.

 No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether
cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 

Section 23. Beneficiary. 
 A
Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the
Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary. 
 Section 24.
Paperless Administration. 
 In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the
use of such an automated system. 
 Section 25. Severability. 

If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be
applied as if the invalid or unenforceable provision had not been included in the Plan. 

  
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 Section 26. Repayment. 

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock
exchange listing requirement, will be subject to such deductions and repayment as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such
law, government regulation or stock exchange listing requirement). 
 Section 27. Foreign Private Issuer. 

As of the Effective Date and for a certain period of time thereafter, the Company will qualify as a “foreign private issuer” (as
defined in Rule 405 of the Securities Act), which permits the Company to operate the Plan, and to grant Awards and issue shares of Common Stock under the Plan, under different laws, rules or regulations than those that may be expressly
referenced herein. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, the Plan shall only be required to be administered in compliance with applicable laws, rules and regulations. However, the Administrator,
if it deems it necessary or advisable, may decide in its discretion to administer the Plan in compliance with such laws, rules and regulations as may become applicable upon the Company ceasing to qualify as a foreign private issuer. 

Section 28. Privacy. 
 Upon the
acceptance of an Award, each Participant shall consent to the processing, collection, storing and adapting of any personal data relating to the Participant (including name, address, personnel number, position and other applicable information) by the
Company and its Affiliates, or any entity involved in any way with the administration of the Plan, for the sole purpose of the participation in the Plan. This data is processed for purposes of administrating and executing the Plan in the broadest
sense. The Company or any of its Affiliates may transfer such data relating to the Participant to any Affiliate or any designated person located in the United States for purposes of administrating, approving and executing the Plan in the broadest
sense. 
 Section 29. Governing Law. 

The Plan shall be governed by and construed in accordance with the laws of The Netherlands, without giving effect its principles of conflicts
of laws. 
 Section 30. Titles and Headings. 

The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control. 
 Section 31. Successors. 

The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. 

Section 32. Relationship to other Benefits. 

No payment pursuant to the Plan shall be taken into account in determining any benefits under any 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 an agreement thereunder. 

  
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