exhibit103-form2022sarag






  IMPORTANT NOTICES    European Union/ European Economic Area (“EU/EEA”)   In relation to each Member State of the EEA, an offer to the public of any securities that comprise  the SARs (as defined below) (together “Securities”) which are the subject of the offer contemplated  by this Grant Notice (as defined below) may not be made in that Member State, except that an  offer to the public in that Member State of any Securities may be made at any time under the  following exemptions under the Prospectus Regulation: (a) where it is addressed solely to qualified  investors as defined in the Prospectus Regulation; (b) where it is addressed to fewer than 150  natural or legal persons per Member State (other than qualified investors as defined in the  Prospectus Regulation); or (c) in any other circumstances falling within Article 1(4) of the  Prospectus Regulation, provided that no such offer of Securities shall require the Company (as  defined below) to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or  supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.  For these purposes,  the expression an “offer to the public” in relation to any Securities in any Member State means the  communication in any form and by any means of sufficient information on the terms of the offer  and any Securities to be offered so as to enable a recipient of such offer to decide to purchase any  Securities, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.  These  restrictions apply in addition to any other selling restrictions set out in this Grant Notice.    Italy  The offer of the SARs is exempted from prospectus requirements under Italian securities law and,  in particular, under Article 34-ter, paragraph 1, of the Italian Market Authority (CONSOB)  Regulation No. 11971 of May 14, 1999. No person resident or located in Italy other than the  original recipients of this document and any other document related to the SARs may rely on such  documents or their content.    Japan  Since the solicitation to the signatory hereof is considered a "Solicitation to a Small Number of  Investors" under Article 23-13(4) of the Financial Instruments Exchange Act of Japan (the  “FIEA”), notification under Article 4(1) of the FIEA has not been made.    Singapore  Each Participant is hereby advised that the Plan is not being registered under the Securities and  Futures Act 2001 of Singapore on the basis that the grant of any SARs to the Participant is exempt  from the requirement to issue a prospectus on the basis that all Participants qualify as a “Qualifying  Person” in accordance with Section 273(1)(i) and 273(4) of the Securities and Futures Act 2001  of Singapore.    United Kingdom   In relation to the United Kingdom, an offer to the public of any Securities which are the subject of  the offer contemplated by this Grant Notice may not be made in the United Kingdom, except that  





 






 2     an offer to the public in the United Kingdom of any Securities may be made at any time under the  following exemptions under the Prospectus Regulation as it forms part of UK domestic law by  virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK Prospectus  Regulation”): (a) where it is addressed solely to qualified investors as defined in the UK Prospectus  Regulation; (b) where it is addressed to fewer than 150 natural or legal persons in the United  Kingdom (other than qualified investors as defined in the UK Prospectus Regulation); or (c) in any  other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as  amended) (“FSMA”), provided that no such offer of Securities shall require the Company to  publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to  Article 23 of the UK Prospectus Regulation.  For these purposes, the expression an “offer to the  public” in relation to any Securities in the United Kingdom means the communication in any form  and by any means of sufficient information on the terms of the offer and any Securities to be  offered so as to enable a recipient of such offer to decide to purchase any Securities, and the  expression “Prospectus Regulation” means Regulation (EU) 2017/1129.  These restrictions apply  in addition to any other selling restrictions set out in this Grant Notice.    This Grant Notice is only being distributed to and is only directed at persons who are employees  or former employees of the Company or of another member of the same group as the Company  and any persons falling within Article 60(2)(a) of the Financial Services and Markets Act 2000  (Financial Promotion) Order 2005 (the “Order”) (such persons being referred to as “relevant  persons”).  All securities that comprise the SARs (together “Securities”) are only available to, and  any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will  be engaged in only with, relevant persons.  Any person who is not a relevant person should not act  or rely on this document or any of its contents.     





 






 3     LIVANOVA PLC  2022 INCENTIVE AWARD PLAN  STOCK APPRECIATION RIGHT GRANT NOTICE  LivaNova PLC, a public limited company incorporated under the laws of England and  Wales (the “Company”), pursuant to its 2022 Incentive Award Plan, as amended from time to time  (the “Plan”), hereby grants to the holder listed below (“Participant”) an award of stock appreciation  rights over the number of ordinary shares of the Company (“Shares”) set forth below (each, a  “SAR”, and collectively, the “SARs”).  Upon exercise, each SAR represents the right to receive  an amount equal to the Fair Market Value of one Share on the date of exercise less the Exercise  Price per Share set forth below.  Payment of such amount shall be in cash, Shares (based on their  Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by  the Administrator.  The SARs are subject to the terms and conditions set forth in this Stock  Appreciation Right Grant Notice (this “Grant Notice”), the Stock Appreciation Right Agreement  attached hereto as Exhibit A (the “Agreement”), the Plan and the special provisions for  Participant’s country of residence, if any, attached hereto as Exhibit B (the “Foreign Appendix”)  and the additional country-specific data protection information attached hereto as Exhibit C, each  of which is incorporated herein by reference.  Unless otherwise defined herein, the terms defined  in (or by reference in) the Plan shall have the same defined meanings in this Grant Notice and the  Agreement.  Participant:    [    ]  Grant Date:    [    ]  Exercise Price Per Share:            $[    ]  Total Number of Shares Subject to SARs: [    ]  Expiration Date:    [    ]  Vesting Schedule: Subject to the terms and conditions of the  Agreement, the SARs will vest as follows:   [    ]  By clicking the “ACCEPT” button, the Participant and the Company agree to be bound by  the terms and conditions of the Plan, the Agreement, the Foreign Appendix, if applicable, and this  Grant Notice all of which the Participant can access through a link from the Grant Notice.  The  Participant has reviewed the Plan, the Agreement, the Foreign Appendix, if applicable, and this  Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to  accepting and agreeing to be bound by them, and fully understands all provisions of this Grant  Notice, the Agreement, the Foreign Appendix, if applicable, and the Plan.  The Participant hereby  agrees to accept as binding, conclusive and final all decisions or interpretations of the  Administrator upon any questions arising under the Plan, this Grant Notice, the Foreign Appendix,  if applicable or the Agreement.  





 






 4     By clicking “ACCEPT” you confirm that you understand and agree to be bound by the  market sell order below.  This will apply where the Company elects that any Tax Liability arising  in respect of your SARs shall be satisfied pursuant to Section 4.5(a)(v) of the Agreement with  respect to any Shares then issuable to you upon exercise of your SARs.  I understand that by clicking “ACCEPT”, I am instructing each broker-dealer who is a  member of the Financial Industry Regulatory Authority and appointed by the Company from time  to time for the purposes of this market sell order as my agent (the “Agent”) to execute this order  to sell such number of Shares then issuable to me upon exercise of my SARs as is sufficient to (A)  obtain cash for payment of any withholding taxes or other Tax Liability due as a result of the grant,  exercise, vesting or settlement of my SARs that the Company, Subsidiary or Employer is required  or authorised, or reasonably believes it is required or authorised, to withhold, pay or account for  (such amount being “Tax”), including any previously vested SARs that are currently pending  settlement or outstanding unvested SARs; and (B) cover all applicable fees and commissions due  to, or required to be collected by, the Agent with respect to such sale.  Any residual cash after  payment of the Tax, commissions and fees will be deposited into my brokerage account with  the Agent.  The Agent may (A) execute my order in a single transaction or multiple transactions during  the course of the trading day, or (B) aggregate my order with other orders for other sellers of  Shares, execute them as a block or in multiple smaller transactions, and allocate an average price  to each seller.    In addition, I acknowledge that it may not be possible to execute my order to sell Shares at  the relevant time due to (A) a legal or contractual restriction applicable to me or the Agent, (B) a  market disruption, or (C) Nasdaq rules governing order execution priority.  In the event of the Agent’s inability to execute my order to sell Shares, I understand that I  will continue to be responsible for the timely payment to the Company, Subsidiary or Employer  (as applicable) of all Tax.  I understand that this order will not be accepted by the Agent, and my order will not be  executed, until I open a  brokerage account with the Agent.  I also understand that this order will  be executed in my brokerage account and will be subject to the terms and conditions that I agree  to for that account.  I permit the Agent to discuss with and disclose to the Company any information  relating to my brokerage account for the purposes of this order.  I hereby agree to execute and deliver to the Agent any other agreements or documents as  the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this   order.  I understand that the Agent is a third-party beneficiary of this order.  You must also check your W-9 or W-8 tax certification to confirm it will be in effect on  the sale date(s). You can view the current status of your W-9 or W-8 on the Agent’s platform.   





 






 5     EXHIBIT A  TO STOCK APPRECIATION RIGHT GRANT NOTICE   STOCK APPRECIATION RIGHT AGREEMENT  Pursuant to the Stock Appreciation Right Grant Notice (the “Grant Notice”) to which this  Stock Appreciation Right Agreement (this “Agreement”) is attached, LivaNova PLC, a public  limited company incorporated under the laws of England and Wales (the “Company”) has granted  to Participant Stock Appreciation Rights (“SARs”) under the Company’s 2022 Incentive Award  Plan, as amended from time to time (the “Plan”) over the number of Shares set forth in the Grant  Notice.  ARTICLE 1.    GENERAL  1.1 Defined Terms.  Capitalized terms not specifically defined herein shall have the  meanings specified in the Plan or the Grant Notice.  For purposes of this Agreement:  (a) “Disability” shall be defined as in Participant’s employment letter or  agreement with the Company or a Subsidiary, as amended from time to time, or if Participant is  not a party to such a letter or agreement or such letter or agreement does not contain such a  definition, shall mean Participant’s inability to engage in any substantial gainful activity by reason  of any physical or mental impairment that can be expected to result in death or that can be expected  to last for a continuous period of not less than 12 months, in each case, which has been determined  by a registered medical professional, and subject to Applicable Law.  1.2 Incorporation of Terms of Plan and Foreign Appendix.  The SARs and the Shares  issued to Participant hereunder are subject to the terms and conditions set forth in the Plan and the  Foreign Appendix, if applicable, each of which is incorporated herein by reference, as well as this  Agreement.  In the event of any inconsistency between the Plan and/or this Agreement, the terms  of the Plan shall control.  In the event of any inconsistency between the Plan and/or this Agreement  with the Foreign Appendix, the terms of the Foreign Appendix shall control.  ARTICLE 2.    GRANT OF SARS  2.1 Grant of SARs.  (a) In consideration of Participant’s past and/or continued employment with the  Company or a Subsidiary and for other good and valuable consideration, effective as of the grant  date set forth in the Grant Notice (the “Grant Date”), the Company has granted to Participant the  number of SARs over the aggregate number of Shares set forth in the Grant Notice, upon the terms  and conditions set forth in this Agreement, the Grant Notice, the Plan and, if applicable, the Foreign  Appendix, subject to adjustment as provided in Section 12.2 of the Plan.    





 






 6     2.2 Exercise Price.  The exercise price per share of the Shares covered by the SARs  (the “Exercise Price”) shall be as set forth in the Grant Notice.  2.3 Consideration to the Company.  In consideration of the grant of the SARs by the  Company, Participant agrees to render faithful and efficient services to the Company or any  Subsidiary.  Nothing in the Plan, the Grant Notice, the Foreign Appendix, if applicable or this  Agreement shall confer upon Participant any right to continue in the employ of the Company or  any Subsidiary or shall interfere with or restrict in any way the rights of the Company and the  Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the employment  of Participant at any time for any reason whatsoever, with or without cause, except to the extent  expressly provided otherwise by Applicable Law or in a written agreement between the Company  or a Subsidiary and Participant.  ARTICLE 3.    PERIOD OF EXERCISABILITY  3.1 Commencement of Exercisability.  (a) Subject to Participant’s continued employment with the Company or a  Subsidiary on each applicable vesting date and subject to Sections 3.1(b), (c), (d), (e), 3.2 and 3.3  hereof, the SARs shall become vested and exercisable in such amounts and at such times as are set  forth in the Grant Notice.    (b) In the event Participant incurs a Termination of Service, except as may be  otherwise provided by this Section 3.1, the Administrator or as set forth in a written agreement  between Participant and the Company, Participant shall immediately forfeit any and all SARs  granted under this Agreement which have not vested or do not vest on or prior to the date on which  such Termination of Service occurs, and Participant’s rights in any such SARs which are not so  vested shall lapse and expire.   (c) In the event a Participant incurs a Termination of Service due to an  Approved Retirement, the Participant’s outstanding SARs will not be forfeited upon such  Approved Retirement, but instead outstanding SARs shall continue to vest on the date(s) set out  in the Grant Notice (provided all other terms which apply to the SARs are met, including the terms  regarding restricted activities set forth below).  “Approved Retirement” means a Termination of Service designated by the Committee, in  its absolute discretion, as an Approved Retirement.  In exercising its discretion in designating a Termination of Service as an Approved  Retirement, the Committee will strongly consider management recommendations based on each  specific situation including the Participant’s expressed commitment at the time of Termination of  Service to cease any form of full-time paid work (including, but not limited to, self-employment;  agency work; or employment), Participant’s tenure of service and performance records throughout  the Participant’s employment or engagement by the Company or its Subsidiaries.  





 






 7     In the event the Company determines that a Participant who incurs a Termination of  Service designated as an Approved Retirement commits a material breach of any fiduciary,  confidentiality, non-disclosure, non-competition, non-solicitation, non-interference, non- disparagement obligations to the Company or its Subsidiaries (including without limitation, the  Participant’s engagement in any Prohibited Activities), any portion of the SARs unvested at such  time shall be immediately forfeited for no consideration.  For the purposes of this Section 3.1(b),  “Prohibited Activities” shall mean the activities that are prohibited pursuant to any confidentiality  agreement or covenant not to compete, not to solicit or hire employees, not to solicit or disrupt  business relations, not to disparage the Company, its Subsidiaries or any of its or their officers and  employees or any similar restrictions set out in any employment, severance or other written  agreement then in effect between the Participant and the Company or one of its Subsidiaries.  If no such agreement containing such restrictions is then in effect, the Participant will be  deemed to be engaged in “Prohibited Activities” if the Participant, during the term of his or her  employment or engagement or in the period during which any SARs remain unvested following  his or her Termination of Service, engages in any employment or business activities for him or  herself or on behalf of any enterprise in any capacity or owns any interest in any entity which  competes or is competitive with the business of the Company or any Subsidiary in any country in  which the Company or its Subsidiaries operate, in each case with which the Participant has been  materially involved or for which the Participant was responsible in the 12 months immediately  before his or her Termination of Service.  (d) In the event of a Change in Control that occurs following the Grant Date,  the SARs, to the extent not forfeited or otherwise vested immediately prior to such Change in  Control, shall become fully vested and exercisable immediately prior to, but subject to the  consummation of, such Change in Control, subject to Participant’s continuous employment with  the Company or a Subsidiary through such Change in Control.  (e) In the event of Participant’s Termination of Service due to Participant’s  death or Disability, the SARs shall become fully vested and exercisable upon such Termination of  Service.  3.2 Duration of Exercisability.  The installments provided for in the vesting schedule  set forth in the Grant Notice are cumulative.  Each such installment that becomes vested and  exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and  exercisable until it becomes unexercisable under Section 3.3 hereof.  Once the SARs become  unexercisable, they shall be forfeited immediately.  3.3 Expiration of SARs.  The SARs may not be exercised after the earlier of:  (a) The expiration date set forth in the Grant Notice;  (b) The date falling 24 months from the date of Participant’s Termination of  Service due to Participant’s death or Disability;  (c) Except in the case of Participant’s Termination of Service due to  Participant’s death or Disability, Approved Retirement, or as the Administrator may otherwise  





 






 8     approve, the date falling three months from the date of Participant’s Termination of Service for  any reason.  ARTICLE 4.    EXERCISE  4.1 Person Eligible to Exercise.  Only Participant may exercise the SARs; provided that  after the death of Participant, any exercisable portion of the SARs may, prior to the time when the  SARs become unexercisable under Section 3.3 hereof, be exercised by Participant’s personal  representative or by any person empowered to do so under the deceased Participant’s will or under  the then applicable laws (including, without limitation, the then applicable laws of descent and  distribution); and provided further that after the loss of Participant’s ability to exercise the SARs  due to Disability, any exercisable portion of the SARs may, prior to the time when the SARs  become unexercisable under Section 3.3 hereof, be exercised by Participant’s validly appointed  attorney or by any person empowered to do so under the then applicable laws.  4.2 Partial Exercise.  Any exercisable portion of the SARs or all of the SARs, if then  wholly exercisable, may be exercised in whole or in part at any time prior to the time when the  SARs or portion thereof becomes unexercisable under Section 3.3 hereof.  However, the SARs  shall not be exercisable with respect to fractional shares.  4.3 Manner of Exercise.  The SARs, or any exercisable portion thereof, may be  exercised solely by delivery to the Secretary of the Company (or any third party administrator or  other person or entity designated by the Company), during regular business hours, of all of the  following prior to the time when the SARs or such portion thereof become unexercisable under  Section 3.3 hereof:  (a) An exercise notice in a form specified by the Administrator, stating that the  SARs or portion thereof is thereby exercised, such notice complying with all applicable rules  established by the Administrator;  (b) The payment of any applicable Tax Liability in accordance with Section  4.5;  (c) Any other written representations or documents as may be required in the  Administrator’s sole discretion to effect compliance with Applicable Law; and  (d) In the event the SARs or portion thereof shall be exercised pursuant to  Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right  of such person or persons to exercise the SARs.  Notwithstanding any of the foregoing, the Administrator shall have the right to specify all  conditions of the manner of exercise, which conditions may vary by country and which may be  subject to change from time to time.  





 






 9     4.4 Time of Settlement.  The Shares or cash payable upon exercise of the SARs or any  portion thereof shall be provided to Participant within 60 days following the date of exercise of  the SARs or such portion.  Any such cash shall be payable in a lump sum.  4.5 Tax Withholding.  Notwithstanding any other provision of this Agreement:  (a) The Company and its Subsidiaries, including, if different from the  Company, Participant’s Employer (the “Employer”), have the authority to deduct or withhold, or  require Participant to remit to the Company or the applicable Subsidiary, an amount sufficient to  satisfy any Tax Liability arising with respect to any taxable event concerning Participant pursuant  to the Grant Notice or this Agreement (or otherwise pursuant to the Plan).  Participant irrevocably  agrees to pay to the Company or (if different) the Employer the amount of any Tax Liability that  the Company, Subsidiary or Employer is required or authorized, or reasonably believes it is  required or authorized, to withhold, pay, or account for, or enter into arrangements to the  satisfaction of the Company or the Employer (as appropriate) for payment of any such Tax  Liability including (but not limited) by way of payment or withholding in one or more of the forms  specified below:  (i) by cash of or check for the relevant amount paid or made payable to  the Company or the Employer (or other relevant Subsidiary) with respect to which the withholding  obligation arises;  (ii) by withholding of the relevant amount from Participant’s wages or  other compensation payable to Participant by the Company or the Employer (or any other relevant  Subsidiary), including (for the avoidance of doubt) any payment due to Participant pursuant to the  SARs;  (iii) by withholding Shares otherwise issuable upon the exercise of the  SARs or by withholding from proceeds of the sale of Shares issuable pursuant to the SARs either  through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s  behalf pursuant to this authorization) without further consent, in each case with such Shares having  a then current Fair Market Value or, if the SARs are settled in cash, an amount of the cash payment  made with respect to the SARs, in each case as is sufficient to cover the amount necessary to satisfy  the Tax Liability;  (iv) with the consent of the Administrator, by Participant tendering to  the Company Shares having a then current Fair Market Value as is sufficient to cover the amount  necessary to satisfy the Tax Liability;   (v) if the Administrator determines to settle the SARs in Shares through  the delivery of a notice that Participant has placed a market sell order with a broker acceptable to  the Company with respect to any Shares then issuable to Participant upon exercise of the SARs,  and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to  the Company or the Employer (or other relevant Subsidiary) with respect to which the Tax  Liability arises in satisfaction of such Tax Liability; provided that payment of such proceeds is  then made to the Company or the Employer (or other relevant Subsidiary) at such time as may be  required by the Administrator, but in any event not later than the settlement of such sale; or  





 






 10     (vi) in any combination of the foregoing or such other method as is  determined by the Company or the Administrator.  (b) The Company shall not be obligated to deliver any cash or any certificate  representing Shares issuable with respect to the SARs upon exercise of the SARs to, or to cause  any such Shares to be held in book-entry form by, Participant or his or her legal representative  unless and until Participant or his or her legal representative shall have paid or otherwise satisfied  in full the amount of any Tax Liability, provided, that no payment shall be delayed under this  Section 4.5(b) if such delay would result in a violation of Section 409A.  (c) With respect to any Tax Liability arising in connection with the SARs, in  the event Participant fails to provide timely payment of all sums required pursuant to Section  4.5(a), the Company shall have the right and option, but not the obligation, to treat such failure as  an election by Participant to satisfy all or any portion of Participant’s required payment obligation  pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iii) above, or any combination of the foregoing as  the Company may determine to be appropriate.  (d) In the event any Tax Liability arising in connection with the SARs will be  satisfied under Section 4.5(a)(iii), then the Company may elect to instruct any brokerage firm  determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole  number of shares from those Shares then issuable to Participant upon the exercise of the SARs as  the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the  relevant Tax Liability and to remit the proceeds of such sale to the Company, the Subsidiary or the  Employer (as appropriate).  Participant’s acceptance of this Award constitutes Participant’s  instruction and authorization to the Company and such brokerage firm to complete the transactions  described in this Section 4.5(d).  The Company may refuse to issue any Shares upon exercise of  the SARs to Participant until the foregoing Tax Liability is satisfied, provided that no payment  shall be delayed under this Section 4.5(d) if such delay will result in a violation of Section 409A.  (e) Participant is ultimately liable and responsible for and indemnifies and will  keep indemnified the Company and each Subsidiary (including the Employer, if applicable)  against any Tax Liability arising in connection with the SARs, regardless of any action the  Company or any Subsidiary takes with respect to any tax withholding obligations that arise in  connection with the SARs.  Neither the Company nor any Subsidiary (including the Employer, if  applicable) makes any representation or undertaking regarding the treatment of any Tax Liability  in connection with the awarding, vesting or exercise of the SARs, the payment of cash or issue of  Shares on exercise of the SARs or the subsequent sale of Shares.  The Company and the  Subsidiaries (including the Employer, if applicable) do not commit and are under no obligation to  structure the SARs to reduce or eliminate any Tax Liability or to achieve any particular tax result.   4.6 Conditions to Issuance of Shares.  If the Administrator determines to settle any  SARs in Shares, the Company shall not be required to issue or deliver any Shares upon the exercise  of such SARs prior to fulfillment of all of the following conditions: (a) the admission of such  Shares to listing on all stock exchanges on which such Shares are then listed, (b) the completion  of any registration or other qualification of such Shares under any state or federal law or under  rulings or regulations of the Securities and Exchange Commission or other governmental  





 






 11     regulatory body that the Administrator shall, in its absolute discretion, deem necessary or  advisable, and (c) the obtaining of any approval or other clearance from any state or federal  governmental agency that the Administrator shall, in its absolute discretion, determine to be  necessary or advisable.  4.7 Rights as Shareholder.  Neither Participant nor any person claiming under or  through Participant will have any of the rights or privileges of a shareholder of the Company,  including, without limitation, voting rights and rights to dividends, in respect of any Shares subject  to the SARs unless and until certificates representing such Shares (which may be in book-entry  form) have been issued and recorded on the records of the Company or its transfer agents or  registrars, and delivered to Participant (including through electronic delivery to a brokerage  account).  No adjustment shall be made for a dividend or other right for which the record date is  prior to the date of such issuance, recordation and delivery, except as provided in Section 12 of  the Plan.  Except as otherwise provided herein, if the Administrator determines to settle the SARs  in Shares, after such issuance, recordation and delivery, Participant will have all the rights of a  shareholder of the Company with respect to such Shares, including, without limitation, the right to  receipt of dividends and distributions on such Shares.  4.8 Malus and Claw-Back.  The grant of this Award is subject to the terms of the  LivaNova Compensation Recoupment Policy, as it may provide from time to time, as well as any  similar provisions of applicable law, any of which could in certain circumstances require the  Participant to repay or forfeit cash or equity awards, including this Award, or any ordinary shares  or other cash or property received with respect to this and other awards, including any value  received from a disposition of the ordinary shares acquired upon payment in respect of the awards.   ARTICLE 5.    OTHER PROVISIONS  5.1 Administration.  The Administrator shall have the power to interpret the Plan, the  Grant Notice, this Agreement and the Foreign Appendix, if applicable, and to adopt such rules for  the administration, interpretation and application of the Plan, the Grant Notice, this Agreement  and the Foreign Appendix, if applicable, as are consistent therewith and to interpret, amend or  revoke any such rules.  All actions taken and all interpretations and determinations made by the  Administrator will be final and binding upon Participant, the Company and all other interested  persons.  To the extent allowable pursuant to Applicable Law, no member of the Committee or the  Board will be personally liable for any action, determination or interpretation made with respect  to the Plan, the Grant Notice, this Agreement or the Foreign Appendix, if applicable.  5.2 SARs Not Transferable.  Without limiting the generality of any other provision  hereof, the SARs shall be subject to the restrictions on transferability set forth in Section 10.3 of  the Plan.  5.3 Adjustments.  Participant acknowledges that the SARs are subject to adjustment,  modification and termination in certain events as provided in this Agreement and the Plan,  including Section 12 of the Plan.  





 






 12     5.4 Notices.  Any notice to be given under the terms of this Agreement to the Company  shall be addressed to the Company in care of the Secretary of the Company at the Company’s  principal office, and any notice to be given to Participant shall be addressed to Participant at  Participant’s last address reflected on the Company’s records.  By a notice given pursuant to this  Section 5.4, either party may hereafter designate a different address for notices to be given to that  party.  Any notice shall be deemed duly given when sent via email or when sent by reputable  overnight courier or by certified mail (return receipt requested) and deposited (with postage  prepaid) in a post office or branch post office regularly maintained by the United States Postal  Service.  5.5 Titles.  Titles are provided herein for convenience only and are not to serve as a  basis for interpretation or construction of this Agreement.  5.6 Governing Law.  The laws of the State of Delaware shall govern the interpretation,  validity, administration, enforcement and performance of the terms of this Agreement regardless  of the law that might be applied under principles of conflicts of laws.  5.7 Conformity to Securities Laws.  Participant acknowledges that the Plan, the Grant  Notice, the Foreign Appendix, if applicable, and this Agreement are intended to conform to the  extent necessary with all Applicable Laws, including, without limitation, the provisions of the  Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder  by the Securities and Exchange Commission and state securities laws and regulations.   Notwithstanding anything herein to the contrary, the Plan shall be administered, and the SARs are  granted and may be exercised, only in such a manner as to conform to Applicable Law.  To the  extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the  extent necessary to conform to Applicable Law.  5.8 Amendment, Suspension and Termination.  To the extent permitted by the Plan,  this Agreement may be wholly or partially amended or otherwise modified, suspended or  terminated at any time or from time to time by the Administrator or the Board, provided, however,  that, except as may otherwise be provided by the Plan, no amendment, modification, suspension  or termination of this Agreement shall adversely affect the SARs in any material way without the  prior written consent of Participant.  5.9 Successors and Assigns.  The Company may assign any of its rights under this  Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the  successors and assigns of the Company.  Subject to the restrictions on transfer set forth in Section  10.3 of the Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees,  legal representatives, successors and assigns of the parties hereto.  5.10 Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision  of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan,  the SARs Grant Notice, the Foreign Appendix, if applicable, and this Agreement shall be subject  to any additional limitations set forth in any applicable exemptive rule under Section 16 of the  Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements  for the application of such exemptive rule.  To the extent permitted by Applicable Law, this  





 






 13     Agreement shall be deemed amended to the extent necessary to conform to such applicable  exemptive rule.  5.11 Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall  confer upon Participant any right to continue to serve as an Employee of the Company or any  Subsidiary or shall interfere with or restrict in any way the rights of the Company and its  Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the employment  of Participant at any time for any reason whatsoever, with or without cause, except to the extent  expressly provided otherwise by Applicable Law or in a written agreement between the Company  or a Subsidiary and Participant.  Neither the Plan, the Grant Notice, the Foreign Appendix, if  applicable, nor this Agreement afford the Participant any rights to compensation or damages,  including for loss of or potential loss that the Participant may suffer (including by reason of being  unable to exercise the SAR) as a result of the termination of the Plan, lapse of the SARs or the  termination of the Participant’s employment with the Company or any Subsidiary.    5.12 SARs Not Part of Employment Compensation.  The SARs and the Shares subject  to the SAR are extraordinary items that do not constitute part of normal or expected wages or  salary for any purposes, including, but not limited to, calculation of any severance, resignation,  termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service  awards, pension or retirement benefits or similar payments and in no event should be considered  as compensation for, or relating in any way to, past services for the Company, the employer, its  parent, or any Subsidiary or affiliate of the Company.  In addition, Participant acknowledges that  by electronically signing the Grant Notice and this Agreement that the grant of the Award is at the  Company’s sole discretion based on the Plan, and does not entitle the Participant to further grant(s)  of Awards, nor to claim for further grant(s) of Awards, in respect of the Plan or any other award(s)  under any other plan or program maintained by the Company or any Subsidiary.  5.13 Data Protection.  By electronically signing the Grant Notice and this Agreement,  the Participant acknowledges and understands that the Company and its Subsidiaries (including  the Participant’s employer), as applicable, may hold certain personal information about the  Participant (and, to the extent provided by the Participant, a Permitted Transferee or other  beneficiary), including but not limited to, as applicable, name, home address and telephone  number, date of birth, social security or insurance number or other identification number, salary,  nationality, job title(s), any shares held in the Company or any of its Subsidiaries, details of all  Awards or other entitlements to shares awarded, exercised, vested, unvested in the Participant’s  favor, and, as the case may be, sensitive information pertaining to disability, in each case, for the  purpose of implementing, managing and administering the Plan and Awards (the “Data”).  The  Participant understands that the Company and its Subsidiaries may transfer the Data amongst  themselves as necessary for the purpose of implementation, administration and management of the  Participant’s participation in the Plan and in connection with any Award, and the Company and its  Subsidiaries may each further transfer the Data to any third party service providers where such  service providers are providing necessary assistance, presently or in the future, to the Company  and its Subsidiaries in the implementation, administration and management of the Plan or the  Award (including the Plan administrator or a broker or other third party with whom the Company  or any of its Subsidiaries or the Participant may elect to deposit any Shares). These recipients may  be located in the Participant’s country, or elsewhere, and the Participant’s country may have  





 






 14     different data privacy laws and protections than the recipients’ country.  The Data related to the  Participant (or the Permitted Transferee or other beneficiary) will be held only as long as is  necessary to implement, administer, and manage the Participant’s participation in the Plan.  Where  applicable, the Participant shall be responsible for obtaining Data from a Permitted Transferee or  other beneficiary and will provide the Permitted Transferee or other beneficiary with such  information about the processing of such Data as the Company or its Subsidiaries require and will  obtain such Permitted Transferee’s or beneficiary’s consent in connection with the Company’s and  its Subsidiaries’ processing of the Data before such Data is provided by the Participant to the  Company or its subsidiaries. This Section 5.13 should be read in conjunction with Exhibit C, which  sets out additional country-specific information applicable to a Participant where the Participant is  permanently located in one of the jurisdictions set out therein.  5.14 Entire Agreement.  The Plan, the Grant Notice and this Agreement (including any  exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior  undertakings and agreements of the Company, the Subsidiaries and Participant with respect to the  subject matter hereof.  5.15 Section 409A.  This Award is not intended to constitute “nonqualified deferred  compensation” within the meaning of Section 409A of the Code (together with any Department of  Treasury regulations and other interpretive guidance issued thereunder, including without  limitation any such regulations or other guidance that may be issued after the date hereof, “Section  409A”).  However, notwithstanding any other provision of the Plan, the Grant Notice, the Foreign  Appendix, if applicable, or this Agreement if at any time the Administrator determines that this  Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the  right in its sole discretion (without any obligation to do so or to indemnify Participant or any other  person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this  Agreement, or adopt other policies and procedures (including amendments, policies and  procedures with retroactive effect), or take any other actions, as the Administrator determines are  necessary or appropriate for this Award either to be exempt from the application of Section 409A  or to comply with the requirements of Section 409A.  Notwithstanding anything herein to the  contrary, no provision of the Plan shall be interpreted or construed to transfer any liability for  failure to comply with the requirements of Section 409A from Participant or any other person to  the Company or any of its Subsidiaries, employees or agents.  Without limiting the foregoing and  notwithstanding anything contained herein to the contrary, to the extent required in order to avoid  an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and  benefits that would otherwise be provided pursuant to this Agreement during the six-month period  immediately following the Participant’s separation from service shall instead be paid on the first  business day after the date that is six months following the Participant’s separation from service  (or, if earlier, the Participant’s date of death).  5.16 Agreement Severable.  In the event that any provision of the Grant Notice or this  Agreement is held invalid or unenforceable, such provision will be severable from, and such  invalidity or unenforceability will not be construed to have any effect on, the remaining provisions  of the Grant Notice or this Agreement.  





 






 15     5.17 Limitation on Participant’s Rights.  Participation in the Plan confers no rights or  interests other than as herein provided.  This Agreement creates only a contractual obligation on  the part of the Company as to amounts payable and shall not be construed as creating a trust.   Neither the Plan nor any underlying program, in and of itself, has any assets.  Participant shall  have only the rights of a general unsecured creditor of the Company with respect to amounts  credited and benefits payable, if any, with respect to the SARs, and rights no greater than the right  to receive Shares or cash as a general unsecured creditor with respect to the SARs, as and when  exercised pursuant to the terms hereof.  5.18 Counterparts.  The Grant Notice may be executed in one or more counterparts,  including by way of any electronic signature, subject to Applicable Law, each of which shall be  deemed an original and all of which together shall constitute one instrument.  5.19 Special Provisions for SARs Granted to Participants Outside the U.S.  If Participant  performs services for the Company or any Subsidiary outside of the United States, the SARs shall  be subject to the special provisions, if any, for Participant’s country of residence, as set forth in  the Foreign Appendix.  (a) If Participant relocates to one of the countries included in the Foreign  Appendix during the life of the SARs, the special provisions for such country shall apply to  Participant, as specified in the special provisions for the relevant country, or (if not so specified)  to the extent the Company determines that the application of such provisions is necessary or  advisable in order to comply with local law or facilitate the administration of the Plan.  (b) The Company reserves the right to impose other requirements on this Award  and any Shares received upon exercise of the SARs, to the extent the Company determines it is  necessary or advisable in order to comply with local laws or facilitate the administration of the  Plan, and to require Participant to sign any additional agreements or undertakings that may be  necessary to accomplish the foregoing.  5.20 Broker-Assisted Sales.  In the event of any broker-assisted sale of Shares in  connection with the satisfaction of any Tax Liability as provided in Section 4.5(a)(iii) or Section  4.5(d): (A) any Shares to be sold through a broker-assisted sale will be sold on the day the Tax  Liability arises or as soon thereafter as practicable; (B) such Shares may be sold as part of a block  trade with other participants in the Plan in which all participants receive an average price; (C)  Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees  to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating  to any such sale; (D) to the extent the proceeds of such sale exceed the applicable Tax Liability,  the Company agrees to pay such excess in cash to Participant as soon as reasonably practicable;  (E) Participant acknowledges that the Company or its designee is under no obligation to arrange  for such sale at any particular price, and that the proceeds of any such sale may not be sufficient  to satisfy the applicable Tax Liability; and (F) in the event the proceeds of such sale are insufficient  to satisfy the applicable Tax Liability, Participant agrees to pay immediately upon demand to the  Company or its Subsidiary (including the Employer, if applicable) with respect to which the Tax  Liability arises an amount in cash sufficient to satisfy any remaining portion of the Company’s or  the applicable Subsidiary’s Tax Liability, or otherwise to enter into arrangements satisfactory to  





 






 16     the Company and/or the relevant Subsidiary for payment of such remaining portion of the Tax  Liability in accordance with the provisions of Section 4.5 above.   





 






 17     EXHIBIT B  TO STOCK APPRECIATION RIGHT GRANT NOTICE  SPECIAL PROVISIONS FOR STOCK APPRECIATION RIGHTS  GRANTED TO PARTICIPANTS OUTSIDE THE U.S.  This Exhibit B includes special terms and conditions applicable to Participants in the  countries below.  These terms and conditions are in addition to those set forth in the Stock  Appreciation Right Agreement (the “Agreement”) and the Plan and to the extent there are any  inconsistencies between these terms and conditions and those set forth in the Agreement or the  Plan, these terms and conditions shall prevail.  Any capitalized term used in this Exhibit B without  definition shall have the meaning ascribed to such term in the Plan or the Agreement, as applicable.  This Foreign Appendix also includes information relating to exchange control and other  issues of which Participant should be aware with respect to his or her participation in the Plan.   The information is based on the exchange control, securities and other laws in effect in the  respective countries as of June 2022.  Such laws are often complex and change frequently.  As a  result, the Company strongly recommends that Participant not rely on the information herein as  the only source of information relating to the consequences of participation in the Plan because  the information may be out of date at the time the SARs are exercised or any Shares acquired under  the Plan are sold.  In addition, the information is general in nature and may not apply to the particular situation  of Participant, and the Company is not in a position to assure Participant of any particular result.   Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant  laws in his or her country may apply to his or her situation.  Finally, if Participant is a citizen or  resident of a country other than the one in which he or she is currently working, the information  contained herein may not be applicable to Participant.  AUSTRALIA  A copy of the Plan is enclosed with this Grant Notice and Agreement.  The Plan, the Agreement and this Grant Notice do not constitute financial advice.   Any advice given by the Company in relation to the Grant Notice, the Agreement, the Plan,  the SARs or the Shares does not constitute financial advice and does not take into account your  objectives, financial situation and needs.  In considering the SARs and the amount of cash and/or  Shares that you will receive on exercise of the SARs, subject to satisfaction of vesting conditions,  you should consider the risk factors that could affect the performance of the Company and the  value of SARs and Shares, which value can increase or decrease from time to time, and the amount  of any Tax Liability.  You should carefully consider these risks in light of your investment objectives, financial  situation and particular needs (including financial and tax issues).  You should seek professional  guidance from your stockbroker, solicitor, accountant, financial adviser or other independent  professional adviser before deciding whether to acquire SARs or Shares.  





 






 18     How to calculate values in Australian dollars  Your SARs will vest in accordance with the Grant Notice and the Agreement (which  require certain conditions to be met) and are subject to a four year graded vesting schedule.  The  SARs may result in Shares or cash being given to you, in accordance with the Grant Notice.  You will not be required to pay any amount for the SARs or any Shares that will be issued  to you upon vesting.  However the amount of cash or number of Shares you receive will depend  on the market price of Shares at the time, the Exercise Price per Share set out in the Grant Notice,  and the amount of any Tax Liability in connection with the grant and exercise of the SARs and the  issue of any Shares.  You can ascertain the market price of a Share in the Company in United States Dollars  (“USD”) from time to time by visiting either:  • the Company’s website (https://investor.livanova.com/stock-information/stock- quote-chart); or  • the Nasdaq website (http://www.nasdaq.com/symbol/livn).  To determine the Exercise Price for a SAR or the market value of a Share in Australian  Dollars (“AUD”), you will need to apply the prevailing USD: AUD exchange rate.  For example,  if the exchange rate is 1 USD: 1.5 AUD, and one share of Common Stock has a value of USD $1  on the Nasdaq, its equivalent value will be AUD $1.50.  BELGIUM  Definition of “Tax Liability” in Section 4.5 of this Agreement:  For the avoidance of doubt, the definition of “Tax Liability” as used in Section 4.5 of this  Agreement shall not include the employer social security contributions (cotisations sociales  patronales / sociale patronale bijdragen), nor any vacation pay that would be due.  The following section is inserted in Article 4 of this Agreement:  “4.9. Lock-up Period following Vesting of SARs:  (a) When the SARs are distributed in Shares pursuant to this Agreement, these Shares  delivered to the Belgian Participant shall be subject to a two-year lock-up period during which the  Shares cannot be sold, encumbered or otherwise transferred, starting as of the moment of Vesting.   As a consequence of this lock-up of the Shares, the Belgian Participant will not be able to sell,  encumber or otherwise transfer the Shares during this period.  (b) In the event that the Belgian Participant does not comply with Section 4.9 (a) of  this Agreement, the Belgian Participant will be responsible for reimbursing the Company (or, any  Subsidiary or the Employer, as applicable) for any liability (for the avoidance of doubt, including  but not limited to any Tax Liability and any (increase of) employer social security contributions),  





 






 19     which it has or will incur as a result of such non-compliance to the greatest extent permitted by  Applicable Law.  The Participant agrees to indemnify and keep indemnified the Company (or, any  Subsidiary or the Employer, as applicable) in respect of any such liability.”  CANADA  Participant’s SARs shall be settled in Shares only (either in book-entry form or otherwise), unless  the Administrator offers the Participant the right to receive cash in lieu of Shares and the  Participant, in its discretion, so elects.  Section 5.11 to be amended with the following at the end of the last sentence of such section:   “, subject only to the minimum entitlements under the Applicable Laws, including the  applicable employment standards legislation.”  Section 5.12 to be amended with the following at the end of the first sentence of such section:   “, subject only to the minimum entitlements under the Applicable Laws, including the  applicable employment standards legislation.”  The following to be added as Section 5.21:   “The parties acknowledge having requested that the present Agreement and all related  documents be drafted in English only. Les parties reconnaissent avoir demandé que le  présent contrat et les documents joints soient rédigés en anglais seulement.”  GERMANY  Definition of “Tax Liability” in Section 4.5:  For the avoidance of doubt, the term “Tax Liability” shall not include the employer portions  of the social security contributions.  The following sentence is inserted at Section 5.1 of the Agreement  “For the avoidance of doubt, the Administrator’s decisions and interpretations shall be  subject to reasonable discretion.”  The heading of Section 5.12 shall be supplemented and read as follows:  “5.12  SARs Not Part of Employment Compensation, No Legal Claim to Grant(s).”  ITALY  Section 2.4:   





 






 20     Unless otherwise determined by the Administrator, a Participant’s SARs shall only be  distributed in Shares (either in book-entry form or otherwise), and no portion of the Participant’s  SARs shall be payable to the Participant in cash.  Section 2.6:  For the avoidance of doubt, with specific reference to social security contributions, the  notion of “Tax Liability” shall only include the portion of applicable social security contributions  to be borne by the Participant.  JAPAN  Notwithstanding Section 5.3 of the Agreement, the Japanese Participant’s SARs shall not  be transferable or splittable in any circumstances.   There should be no requirement for your Employer in Japan to withhold the income tax  and social security contributions on the amount taxable upon vesting of the SARs or any portion  thereof.  Please note, however, that your Employer in Japan will report your vested SARs to the  Japanese tax authority by March 31 of the following year of the vesting.   You should report your vested SARs in your individual income tax return and pay directly  to the Japanese tax authorities the income tax liability with regard to your vested SARs by the due  date, which is usually March 15.  You should understand that SARs and their underlying Shares (or any cash paid upon  settlement of SARs) are granted as an employee benefit and are not considered your salary in any  circumstances.  SINGAPORE  The following section is inserted in Article 4 of this Agreement:  “4.9. Lock-up Period following Vesting of SARs:  (a) When the SARs are distributed in Shares pursuant to this Agreement, such  Shares delivered to a Singapore Holder shall be subject to a six month lock-up period during which  the Shares cannot be sold, encumbered or otherwise transferred, starting as of the moment of  Vesting.  As a consequence of this lock-up of the Shares, the Singapore Holder will not be able to  sell, encumber or otherwise transfer the Shares during this period.”  UNITED KINGDOM  The following paragraph is inserted as Section 4.5(f) of the Agreement where (i) on the Grant  Date, Participant is resident in the United Kingdom for tax purposes or performs some or all of the  duties of Participant’s engagement with the Company (or any Subsidiary) in the United Kingdom  (other where such performance in the United Kingdom is not significant in scope and is incidental  to duties performed by Participant outside the United Kingdom); or (ii) after the Grant Date,  





 






 21     Participant becomes resident in the United Kingdom for tax purposes, or commences performing  some or all of the duties of Participant’s engagement with the Company (or any Subsidiary) in the  United Kingdom (other than where such performance in the United Kingdom is not significant in  scope and is incidental to duties performed by Participant outside the United Kingdom), in which  case the terms of this United Kingdom part of the Foreign Appendix shall be deemed to apply from  the Grant Date:  “(i)  Participant irrevocably agrees to pay to the Company or (if different)  the Employer the amount of any Tax Liability or enter into arrangements to the satisfaction of the  Company or the Employer (as appropriate) for payment of any Tax Liability.  This Section 4.5(f)(i)  and the following Sections 4.5(f)(ii) and (iii) shall apply to any Tax Liability to the extent that the  Company, any Subsidiary or the Employer is required or authorized, or reasonably believes it is  required or authorized, to withhold, pay or account for such Tax Liability, and Sections 4.5(f)(ii)  and 4.5(f)(iii) shall be read accordingly.  (ii) Participant further irrevocably agrees that if Participant does not pay  or the Employer or the Company does not withhold from Participant the full amount of any Tax  Liability that Participant owes in connection with the grant, vesting, exercise or settlement of  SARs, the transfer or issue of Shares to Participant on vesting, exercise or settlement of SARs, any  restrictions applicable to Shares held by Participant ceasing to apply to those Shares, the disposal  of any Shares, the release or assignment of SARs for consideration, or the receipt of any other  benefit in connection with the Award or the SARs (the “Taxable Event”) within ninety (90) days  of the end of the UK tax year in which the Taxable Event occurs, or such other period specified in  Section 222(1)(c) of the UK Income Tax (Earnings and Pensions) Act 2003 (“ITEPA 2003”) (the  “Due Date”), then the amount of any uncollected Tax Liability shall (unless the Company or (if  different) the Employer determines otherwise at its discretion) constitute a loan owed by  Participant to the Company or (if different) the Employer, effective on the Due Date.  Participant  agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue  and Customs (“HMRC”) and will be immediately due and repayable by Participant, and the  Company or the Employer (as appropriate) may recover it at any time thereafter by any of the  means referred to in Section 4.5(a) of the Agreement.  Participant also authorizes the Company to  withhold the transfer of any Shares unless and until the loan is repaid in full.  (iii) Notwithstanding the foregoing, if Participant is a director or other  officer of the Company or the Employer (including an executive officer of the Company),  Participant will not be eligible for such a loan to cover any relevant uncollected Tax Liability.  In  that case, or in any other case where the Company or the Employer determines not to treat the  amount of any uncollected Tax Liability as a loan in accordance with the preceding paragraph, the  amount of any uncollected Tax Liability that are not collected from or paid by Participant by the  Due Date will constitute a benefit to Participant on which additional income tax and National  Insurance contributions (“NICs”) will be payable.  Participant shall be responsible for reporting  and paying any income tax due on this additional benefit directly to HMRC under the self- assessment regime (unless the Company or the Employer has confirmed that such income tax has  been accounted for through payroll) and for reimbursing the Company or the Employer (as  applicable) for the value of any employee NICs due on this additional benefit which the Company  and/or the Employer may recover from Participant at any time thereafter by any of the means  





 






 22     referred to in Section 4.5(a) of the Agreement.  For the avoidance of doubt, any references to NICs  in the Agreement shall be deemed to include a reference to the United Kingdom tax known as the  health and social care levy.    (iv) To the extent required by the Administrator or the Company (or, if  different, the Employer), and subject to this being permitted by Applicable Law, the grant, vesting,  exercise and/or settlement of the SARs shall be conditional on:   (A) Participant entering into a joint election with the Company or (if different)  the Employer (as appropriate) pursuant to section 431(1) or 431(2) of ITEPA 2003 (or such  other election as the Company or (if different) the Employer may direct for the same  purpose) in respect of any Shares acquired (or to be acquired) on the grant, vesting, exercise  and/or settlement of the relevant SARs; and  (B) Participant entering into a joint election with the Company or (if different)  the Employer (as appropriate), made in accordance with paragraph 3B(1) of Schedule 1 of  the UK Social Security Contributions and Benefits Act 1992, to transfer to Participant the  liability for and secondary Class 1 (employer) NICs arising in respect of “relevant  employment income” as defined in paragraph 3B(1A) of Schedule 1 of the Social Security  Contributions and Benefits Act 1992.”    





 






  EXHIBIT C  Additional Country-Specific Data Protection Information   Supplementing Section 5.13 of the Stock Appreciation Right Agreement  This Exhibit C, which is part of and supplements Section 5.13 of the Agreement, sets out  additional country-specific data protection information required to be disclosed to a Participant  who is located in any of the jurisdictions listed below.  Canada Where the Participant is permanently located in Canada the following  provision applies and supplements Section 5.13 of the Agreement:    1. The Participant hereby explicitly and unambiguously consents to  the collection, use, disclosure, and transfer, in electronic or other  form, of the Participant’s Data as described in the Plan and any  Award Agreement by and among, as applicable, the Company  and its Subsidiaries for the purpose of implementing,  administering and managing the Participant’s participation in the  Plan or the Award.    2. The Participant understands and acknowledges that the  Participant’s Data may be stored and processed by the Company  and its Subsidiaries and their service providers in the United  States, European Union, or other jurisdictions that may not have  data protection or other laws that are as protective as in your  country of residence.  In the event that Data is transferred outside  of Canada to the United States, European Union, or other foreign  jurisdiction, it will be subject to the laws of that jurisdiction and  may be disclosed to or accessed by the courts, law enforcement  and governmental authorities in accordance with those laws.  By  participating in the Plan or the Award, the Participant consent to  the transfer, processing and storage of their Data in countries  outside of your country of residence, including the United States,  European Union, or other jurisdictions.   3. The Participant authorizes the Company, its Subsidiaries, and  any third parties assisting, presently or in the future, the  Company and its Subsidiaries in the implementation,  administration and management of the Plan, to receive, possess,  use, retain and transfer the Data, in electronic or other form, for  the purposes of implementing, administering and managing the  Participant’s participation in the Plan. Further, the Participant  understands that he or she is providing the consents herein on a  purely voluntary basis.  If the Participant does not consent, or if  the Participant later seeks to revoke his or her consent, or  instructs the Company or its Subsidiaries to cease the processing  of the Data, the only adverse consequence is that the Company  





 






 24     may cancel the Participant’s ability to participate in the Plan or  the Award and, at the Administrator’s discretion, the Participant  may forfeit any outstanding Awards.  Therefore, the Participant  understands that refusing or withdrawing his or her consent may  affect the Participant’s ability to participate in the Plan or the  Awards.  For more information on the consequences of the  Participant’s refusal to consent or withdrawal of consent, the  Participant understands that he or she may consult the  Company’s relevant privacy policies or contact his or her local  human resources representative.  4. In addition to the foregoing, where the Participant is permanently  located in Quebec the following provision applies and  supplements Section 5.13 of the Agreement:    5. The Participant understands and acknowledges that the  Participant’s Data may be stored and processed by the Company  and its Subsidiaries and their service providers outside of  Quebec including, but not limited to, in the United States, United  Kingdom, European Union, Jersey, and in any other jurisdiction  where the Company administers the Plan. These jurisdictions  may not have data protection or other laws that are as protective  as in your country of residence.  In the event that Data is  transferred outside of Quebec to jurisdictions including, but not  limited to, the United States, United Kingdom, European Union,  Jersey, and any other jurisdiction where the Company  administers the Plan, it will be subject to the laws of that  jurisdiction and may be disclosed to or accessed by the courts,  law enforcement and governmental authorities in accordance  with those laws.  By participating in the Plan or the Award, the  Participant consent to the transfer, processing and storage of  their Data outside of Quebec, to jurisdictions including, but not  limited to, the United States, United Kingdom, European Union,  Jersey, and any other jurisdiction where the Company  administers the Plan.   This information is supplemental to and should be read in conjunction  with the Notice on Employee Data Processing.  European Union  (“EU”)/European  Economic Area  (“EEA”) and the  United Kingdom  (“UK”)  Where the Participant is permanently located in the EU/EEA or the UK,  the following provision applies and supplements Section 5.13 of the  Agreement:    The Participant understands and acknowledges that:   





 






 25     1. The data controller of the processing of Data related to  implementation, administration and management of the Plan and  the Award is the Company or its Subsidiaries (as applicable);   2. The legal basis for such processing of the Data (including any  transfer of the Data as described in paragraph 3, below) is that  the processing is necessary for the performance of a contract to  which the Participant is a party (namely, this Agreement or any  other Award Agreement); to the extent that it becomes necessary  to process special categories of data, in particular as relates to  disabilities, for the administration of the Plan or any Award,  consent of the Participant will be sought;  3. Any transfer of the Data to a third party (including to the Plan  Administrator or a broker or other third party with whom the  Company or any of its Subsidiaries or the Participant may elect  to deposit any Shares) located in a jurisdiction outside of  EU/EEA or the UK (where such jurisdiction has not been  deemed “adequate” for the purpose of the laws applicable to the  protection of personal data in EU/EEA or the UK) will be made  subject to appropriate safeguards, in compliance with applicable  data protection law, further details of which shall be provided on  request;  4. The Participant may, at any time, access the Participant’s Data,  request additional information about the storage and processing  of the Data, require any necessary amendments to the Data  without cost or exercise any other rights the Participant may have  in relation to the Participant’s Data under Applicable Law,  including the right, in certain circumstances, to object to or  restrict processing or request that data be erased, or the right to  make a complaint to a data protection regulator in the EU/EEA  or the UK;  5. In the event that the Company or its Subsidiaries (as applicable)  are unable to process Data as is required for the purpose of  administering, managing, or implementing the Plan of this  Award, it may not be possible for the Participant to participate  in the Plan or Award;  6. Queries or requests regarding the Participant’s Data or the  processing of such Data in connection with the Plan or this  Award can be made to the Company’s representative relating to  the Plan, who may be contacted through the LivaNova Data  Protection Portal (subject access).  





 






 26     This information is supplemental to and should be read in conjunction  with the Notice on Employee Data Processing (which may be updated  from time to time and is currently located on the LivaNova Data  Protection Portal).  Japan Where the Participant is permanently located in the Japan, the following  provision applies and supplements Section 5.13 of the Agreement:    1. The utilization purpose of the Data is to implement, administer  and manage the Plan and the Award;   2. The Company and its Subsidiaries may share the Data for the  purpose described in paragraph 1 above. The Company (CEO:  Damien McDonald, registered address: 20 Eastbourne Terrace,  London, W2 6LG, United Kingdom) is the company responsible  for the management of the Data;   3. Any transfer of the Data to a third party (including to the Plan  administrator or a broker or other third party with whom the  Company or any of its Subsidiaries or the Participant may elect  to deposit any Shares) located in a jurisdiction outside of Japan,  EU/EEA or the UK (where such jurisdiction has not been  deemed “adequate” for the purpose of the laws applicable to the  protection of personal data in Japan) will be made subject to  appropriate safeguards, in compliance with the Act on the  Protection of Personal Information (the “APPI”) or other  applicable data protection law, if any;  4. The Participant may, at any time, access the Participant’s Data,  request additional information about the storage and processing  of the Data, require any necessary amendments to the Data  without cost or exercise any other rights the Participant may have  in relation to the Data under APPI or any Applicable Law,  including the right, in certain circumstances, to object to or  restrict processing or request that data be erased, or the right to  make a complaint to a data protection regulator in Japan;  5. In the event that the Company or its Subsidiaries (as applicable)  are unable to process the Data as is required for the purpose of  administering, managing, or implementing the Plan of this  Award, it may not be possible for the Participant to participate  in the Plan or Award;  6. Queries or requests regarding the Participant’s Data or the  processing of such Data in connection with the Plan or this  Award can be made to the Company’s representative relating to  





 






 27     the Plan, who may be contacted through the LivaNova Data  Protection Portal (subject access).  This information is supplemental to and should be read in conjunction  with the Notice on Employee Data Processing (which may be updated  from time to time and is currently located on the LivaNova Data  Protection Portal).   Singapore By your participation in the Plan, you hereby consent to the collection,  use and disclosure of your personal data which includes (but is not  limited to):  1. terms and conditions of employment;  2. personal and emergency contact details;  3. remuneration details, bonus and share plan information;   4. taxation, banking and central provident fund details; and  5. any other information that you provide to the Company.  The purposes for which the Company collects, uses and discloses this  data is for use concerning the Plan and any collection, use and disclosure  of such data will be in compliance with the Personal Data Protection Act  2012 of Singapore (the “PDPA”).  For the purpose of the Plan, the  Company may from time to time transfer your personal data to the  following classes of persons (within or outside Singapore):  1. a related corporation as defined under the Companies Act 1967  of Singapore;   2. the Company’s banks;  3. administrator of the Singapore Subsidiary’s central provident  fund scheme;  4. outside parties involved in a merger, acquisition or due diligence  exercise;  5. parties involved in a dispute, litigation, investigation,  proceedings or enquiry;  6. companies or third party service providers the Company engages  to perform the functions listed above on the Company’s behalf;   7. applicable regulators, governmental bodies, law enforcement  agencies, courts and arbitral bodies, tax and customs authorities,  





 






 28     supervisory bodies, or other industry recognized bodies located  inside or outside Singapore as required by any applicable local  or foreign law, rules and regulations, codes of practice or  guidelines of any applicable jurisdiction or any governmental or  regulatory authority in or outside Singapore; and  8. anyone you authorize.  The above classes of persons are situated in Singapore as well as in  locations where the Company has business operations and where its staff  and data processing agents may perform duties for the Company.  These  locations include Europe, the Americas, and other Asia Pacific  locations.  For a detailed list of these locations, please refer to our  website (www.livanova.com)In such cases, the Company will ensure  that it complies with its obligations under the PDPA including to ensure  that the recipient of your personal data is bound by legally enforceable  obligations (in accordance with the applicable regulations of the PDPA)  to provide to the transferred personal data a standard of protection that  is at least comparable to the protection under the PDPA.   You must use all reasonable endeavours to keep the Company informed  of any changes to your personal data.   It is the Company’s policy to retain certain personal data of the  Singapore Holders even when they cease to be employed and such  retention of personal data will be in accordance with applicable law.   This data may be required for any residual Plan related activities such  as allowing the Company to fulfil any of the Company’s contractual or  statutory obligations.   To the extent applicable law allows, you may request access to, and  correction of, your personal data in relation to the Plan. For any further  information, please contact our Director of Total Global Awards.    This information is supplemental to and should be read in conjunction  with the Notice on Employee Data Processing (which may be updated  from time to time and is currently located on the LivaNova Data  Protection Portal).  United States Where the Participant is permanently located in the United States the  following provision applies and supplements Section 5.13 of the  Agreement:    1. The Participant hereby explicitly and unambiguously consents to  the collection, use and transfer, in electronic or other form, of the  Participant’s Data, including personal data, as described in the  Plan and any Award Agreement by and among, as applicable,  





 






 29     the Company and its Subsidiaries for the purpose of  implementing, administering and managing the Participant’s  participation in the Plan or the Award.    2. The Participant authorizes the Company, its Subsidiaries, and  any third parties assisting, presently or in the future, the  Company and its Subsidiaries in the implementation,  administration and management of the Plan, to receive, possess,  use, retain and transfer the Data, in electronic or other form, for  the purposes of implementing, administering and managing the  Participant’s participation in the Plan. Further, the Participant  understands that he or she is providing the consents herein on a  purely voluntary basis.  If the Participant does not consent, or if  the Participant later seeks to revoke his or her consent, or  instructs the Company or its Subsidiaries to cease the processing  of the Data, the only adverse consequence is that the Company  may cancel the Participant’s ability to participate in the Plan or  the Award and, at the Administrator’s discretion, the Participant  may forfeit any outstanding Awards.  Therefore, the Participant  understands that refusing or withdrawing his or her consent may  affect the Participant’s ability to participate in the Plan or the  Awards.  For more information on the consequences of the  Participant’s refusal to consent or withdrawal of consent, the  Participant understands that he or she may consult the  Company’s relevant privacy policies or contact his or her local  human resources representative.  This information is supplemental to and should be read in conjunction  with the Notice on Employee Data Processing (which may be updated  from time to time and is currently located on the LivaNova Data  Protection Portal).