exhibit104-form2022rsuag






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 RSUs (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 RSUs 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 RSUs 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 RSUs 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 RSUs (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  RESTRICTED STOCK UNIT AWARD 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 (including where relevant the  sub-plan for France), as amended from time to time (the “Plan”), hereby grants to the holder listed  below (“Participant”) the number of restricted stock units (each, an “RSU”, and collectively, the  “RSUs”) set forth below.  The RSUs are subject to the terms and conditions set forth in this  Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit 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: [ ]  Number of RSUs: [  ]  Vesting Schedule: Subject to the terms and conditions of this Agreement, the RSUs  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.  Shares subject to RSUs  that become vested will be distributed in accordance with the Agreement (including, without  limitation, Section 2.4 of the Agreement).  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.  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 RSUs shall be satisfied pursuant to Section 2.6(a)(v) of the Agreement with  respect to any Shares then issuable to you pursuant to your RSUs.  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  





 






 4   to sell such number of Shares then issuable to me pursuant to my RSUs as is sufficient to (A)  obtain cash for payment of any withholding taxes or other Tax Liability due as a result of the grant,  vesting or settlement of my RSUs 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 RSUs that are currently pending settlement  or outstanding unvested RSUs; 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 RESTRICTED STOCK UNIT AWARD GRANT NOTICE   RESTRICTED STOCK UNIT AWARD AGREEMENT  Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) to which this  Restricted Stock Unit Award 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 Restricted Stock Units (“RSUs”) under the Company’s 2022 Incentive Award Plan  (including where relevant the sub-plan for France), 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 RSUs 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 RSUS AND DIVIDEND EQUIVALENTS  2.1 Grant of RSUs and Dividend Equivalents.  (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 RSUs 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.  Each RSU represents the right to receive one  Share or, at the option of the Company, an amount of cash as set forth in Section 2.4(b), in either  





 






 6   case, at the times and subject to the conditions set forth herein.  However, unless and until the  RSUs have vested, Participant will have no right to the payment of any Shares subject thereto.   Prior to the actual delivery of any Shares, the RSUs will represent an unsecured obligation of the  Company, payable only from the general assets of the Company.  (b) The Company hereby grants to Participant an Award of Dividend  Equivalents with respect to each RSU granted pursuant to the Grant Notice for all ordinary cash  dividends which are paid to all or substantially all holders of the outstanding Shares between the  Grant Date and the date when the applicable RSU is distributed or paid to Participant or is forfeited  or expires.  The Dividend Equivalents for each RSU shall be equal in value to the amount of cash  which is paid as a dividend on one Share.  All such Dividend Equivalents shall be credited to  Participant in the form of additional RSUs as of the date of payment of any such dividend based  on the Fair Market Value of a Share on such date.  Each additional RSU which results from such  Dividend Equivalents granted hereunder shall be subject to the same vesting, distribution or  payment, adjustment and other provisions which apply to the underlying RSU to which such  additional RSU relates.  In particular, Dividend Equivalents that are based on dividends paid prior  to the vesting of the RSUs shall only be paid out to the Participant to the extent that the vesting  conditions are subsequently satisfied and the RSUs vest.  2.2 Consideration to the Company.  In consideration of the grant of the RSUs 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.  2.3 Vesting of RSUs and Dividend Equivalents.  (a) Subject to Participant’s continued employment with the Company or a  Subsidiary on each applicable vesting date and subject to the terms of this Agreement, the RSUs  shall vest in such amounts and at such times as are set forth in the Grant Notice.  Each additional  RSU which results from Dividend Equivalents pursuant to Section 2.1(b) hereof shall vest  whenever the underlying RSU to which such additional RSU relates vests.  (b) In the event Participant incurs a Termination of Service, except as may be  otherwise provided by this Section 2.3, the Administrator or as set forth in a written agreement  between Participant and the Company, Participant shall immediately forfeit any and all RSUs and  Dividend Equivalents 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  RSUs and Dividend Equivalents 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 RSUs will not be forfeited upon such  Approved Retirement, but instead outstanding RSUs shall continue to vest on the date(s) set out  





 






 7   in the Grant Notice (provided all other terms which apply to the RSUs 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.  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 RSUs unvested at such  time shall be immediately forfeited for no consideration.  For the purposes of this Section 2.3(c),  “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 RSUs 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 RSUs, to the extent not forfeited or otherwise vested immediately prior to such Change in  Control, shall become fully vested immediately prior to, but subject to the consummation of, such  Change in Control, subject to the 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 RSUs shall become fully vested upon such Termination of Service.  2.4 Distribution or Payment of RSUs.  (a) Participant’s RSUs shall be distributed in Shares (either in book-entry form  or otherwise) or, at the option of the Company, paid in an amount of cash as set forth in Section  





 






 8   2.4(b), in either case, as soon as administratively practicable following the vesting of the applicable  RSU pursuant to Section 2.3 and the Grant Notice, and, in any event, within sixty (60) days  following such vesting (for the avoidance of doubt, this deadline is intended to comply with the  “short-term deferral” exemption from Section 409A of the Code).  Notwithstanding the foregoing,  the Company may delay a distribution or payment in settlement of RSUs if it reasonably  determines that such payment or distribution will violate Federal securities laws or any other  Applicable Law, provided that such distribution or payment shall be made at the earliest date at  which the Company reasonably determines that the making of such distribution or payment will  not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and  provided further that no payment or distribution shall be delayed under this Section 2.4(a) if such  delay will result in a violation of Section 409A of the Code.  (b) In the event that the Company determines in its discretion that due to  regulatory or administrative needs it will make payment of Participant’s RSUs in cash, the amount  of cash payable with respect to each RSU shall be equal to the Fair Market Value of a Share on  the day immediately preceding the applicable distribution or payment date set forth in Section  2.4(a).  All distributions made in Shares shall be made by the Company in the form of whole  Shares, and any fractional share shall be distributed in cash in an amount equal to the value of such  fractional share determined based on the Fair Market Value as of the date immediately preceding  the date of such distribution.  2.5 Conditions to Issuance of Shares.  The Company shall not be required to issue or  deliver any certificate or certificates for any Shares or to cause any Shares to be held in book-entry  form prior to the fulfillment of all of the following conditions: (a) the admission of the Shares to  listing on all stock exchanges on which such Shares are then listed, (b) the completion of any  registration or other qualification of the Shares under any state or federal law or under rulings or  regulations of the Securities and Exchange Commission or other governmental regulatory body,  which 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.   2.6 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:  





 






 9   (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  RSUs;  (iii) by withholding Shares otherwise issuable pursuant to the RSUs or  by withholding from proceeds of the sale of Shares issuable pursuant to the RSUs 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 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) 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 pursuant to the RSUs, 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  (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 certificate representing  Shares issuable with respect to the RSUs 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 2.6(b) if such delay would result in  a violation of Section 409A.  (c) With respect to any Tax Liability arising in connection with the RSUs, in  the event Participant fails to provide timely payment of all sums required pursuant to Section  2.6(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 2.6(a)(ii) or Section 2.6(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 RSUs will be  satisfied under Section 2.6(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  





 






 10   number of shares from those Shares then issuable to Participant pursuant to the RSUs 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 2.6(d).  The Company may refuse to issue any Shares in settlement of the  RSUs to Participant until the foregoing Tax Liability is satisfied, provided that no payment shall  be delayed under this Section 2.6(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 RSUs, regardless of any action the  Company or any Subsidiary takes with respect to any tax withholding obligations that arise in  connection with the RSUs.  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 distribution or payment of the RSUs, the receipt of  any Dividend Equivalent 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  RSUs to reduce or eliminate any Tax Liability or to achieve any particular tax result.    2.7 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  deliverable hereunder 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, 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.  2.8 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 3.    OTHER PROVISIONS  3.1 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  





 






 11   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.  3.2 RSUs Not Transferable.  Without limiting the generality of any other provision  hereof, the RSUs shall be subject to the restrictions on transferability set forth in Section 10.3 of  the Plan.  3.3 Adjustments.  Participant acknowledges that the RSUs and the Shares subject to  the RSUs are subject to adjustment, modification and termination in certain events as provided in  this Agreement and the Plan, including Section 12 of the Plan.  3.4 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 3.4, 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.  3.5 Titles.  Titles are provided herein for convenience only and are not to serve as a  basis for interpretation or construction of this Agreement.  3.6 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.  3.7 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 RSUs are  granted, 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.  3.8 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 RSUs in any material way without the  prior written consent of Participant.  





 






 12   3.9 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.  3.10 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 RSUs (including RSUs which result from Dividend Equivalents), the Dividend Equivalents,  the 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 Agreement  shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.  3.11 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 as a result of the termination  of the Plan, lapse of the RSUs or the termination of the Participant’s employment with the  Company or any Subsidiary.    3.12 RSUs Not Part of Employment Compensation.  The RSUs and the Shares subject  to the RSUs 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.  3.13 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  





 






 13   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 the Award (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 the 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  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 3.13 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.  3.14 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.  3.15 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  





 






 14   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).  3.16 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.  3.17 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 RSUs and Dividend Equivalents, and  rights no greater than the right to receive Shares or cash as a general unsecured creditor with  respect to the RSUs, as and when settled pursuant to the terms hereof.  3.18 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.  3.19 Special Provisions for RSUs Granted to Participants Outside the U.S.  If Participant  performs services for the Company or any Subsidiary outside of the United States, the RSUs 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 RSUs, 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 settlement of the RSUs, 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.  3.20 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 2.6(a)(iii) or Section  2.6(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,  





 






 15   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  the Company and/or the relevant Subsidiary for payment of such remaining portion of the Tax  Liability in accordance with the provisions of Section 2.6 above.     





 






 16   EXHIBIT B  TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE  SPECIAL PROVISIONS FOR RESTRICTED STOCK UNITS   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 Restricted  Stock Unit 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 RSUs are settled 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 RSUs or the Shares does not constitute financial advice and does not take into account your  objectives, financial situation and needs.  In considering the RSUs and the amount of cash and/or  Shares that you will receive on vesting of the RSUs, you should consider the risk factors that could  affect the performance of the Company and the value of RSUs 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 RSUs or Shares.  How to calculate values in Australian dollars  





 






 17   Your RSUs 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  RSUs 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 RSUs 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 and the amount of any Tax Liability in connection with  the grant and vesting of the RSUs 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 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 2.6 of this Agreement:  For the avoidance of doubt, the definition of “Tax Liability” as used in Section 2.6 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 2 of this Agreement:  “2.9. Lock-up Period following Vesting of RSUs:  (a) When the RSUs are distributed in Shares pursuant to Section 2.4(a) of 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 2.9(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),  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.”  





 






 18   CANADA  Participant’s RSUs 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 3.11 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 3.12 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 3.21:   “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.”  FRANCE  If the Participant is employed by a French Subsidiary (as defined in the sub-plan for France (the  “French Sub-Plan”)) and satisfies to the other conditions set in the French Sub-Plan (a “French  Participant”), the terms and conditions provided in the French Sub-Plan will apply, in addition to  the terms set out below.  Notwithstanding anything to the contrary in the Agreement, Participant’s RSUs shall only be  distributed in Shares (in book-entry form), and no portion of the Participant’s RSUs shall be  payable to the Participant in cash.  Participant cannot benefit from any Dividend Equivalent  provided for under Sections 2.1(b) and 2.3 of the Agreement.  The last two paragraphs of Section 2.3(c) and Sections 2.6(a)(iii) and (iv) of the Agreement are  not applicable to French Participants.  Section 2.6(e) of the Agreement shall not apply to the  employer contribution (contribution patronale) applicable under article L. 137-13 of the French  social security code and to the extent that article L. 242-14 of the French social security code might  be applicable.  For the avoidance of doubt, any sale of Shares to satisfy the payment of any Tax  Liability shall occur only after the expiration of the Holding Period (as defined below), if any.  The following paragraph is inserted in Article 2 of the Agreement  2.9. Holding Period:  (a) In accordance with Section 6 of the French Sub-Plan, Shares delivered to the French  Participant prior to the end of the second anniversary of the Grant Date cannot be  transferred until after that second anniversary except:   





 






 19   • in case of death of the French Participant or in the event of the French Participant’s  disability of the second or third category (as determined in accordance with Article  L 341-4 of the French Social Security Code), or  • in the event of the corporate transactions and under the conditions referred to under  Article L 225-197-1, III of the French Commercial Code (Code de commerce),  subject to complying with the rollover mechanisms set forth therein.  (b) In the event that the French Participant does not comply with Section 2.9(a) of the  Agreement, the French Participant will be responsible for reimbursing the French  Subsidiary for any Tax Liability which it has or will incur as a result of such non- compliance, excluding for the avoidance of doubt any employer social security  contributions.  The Participant agrees to indemnify and keep indemnified the  French Subsidiary in respect of such a Tax Liability.  Any French Participant accepting an Award of Restricted Stock Units under this Agreement  acknowledges in doing so that he or she is proficient in English and that he or she fully understands  the terms and conditions thereof, as well as those of the Plan.  Le Participant Français qui accepte  une attribution gratuite d’actions dans le cadre de cet Accord reconnait qu’il ou elle maitrise  l’anglais et qu’il ou elle comprend entièrement les termes et conditions de l’Accord ainsi que  ceux du Plan.  GERMANY  Definition of “Tax Liability” in Section 2.6:  For the avoidance of doubt, the definition of “Tax Liability” shall not include the employer  portions of the social security contributions.  The following sentence is inserted at Section 3.1 of the Agreement  “For the avoidance of doubt, the Administrator’s decisions and interpretations shall be  subject to reasonable discretion.”  The heading of Section 3.12 shall be supplemented and read as follows:  “3.12  RSUs Not Part of Employment Compensation, No Legal Claim to Grant(s).”  ITALY  Section 2.4:   Unless otherwise determined by the Administrator, a Participant’s RSUs shall only be  distributed in Shares (either in book-entry form or otherwise), and no portion of the Participant’s  RSUs shall be payable to the Participant in cash.  





 






 20   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  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 RSUs or any portion  thereof.  Please note, however, that your Employer in Japan will report your vested RSUs to the  Japanese tax authority by March 31 of the following year of the vesting.   You should report your vested RSUs in your individual income tax return and pay directly  to the Japanese tax authorities the income tax liability with regard to your vested RSUs by the due  date, which is usually March 15.  You should understand that RSUs and their underlying Shares (or any cash paid upon  settlement of RSUs) are granted as an employee benefit and are not considered your salary in any  circumstances.  SINGAPORE  The following section is inserted in Article 2 of this Agreement:  “2.9. Lock-up Period following Vesting of RSUs:  (a) When the RSUs are distributed in Shares pursuant to Section 2.4(a) of 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 2.6(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,  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:  





 






 21   “(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 2.6(f)(i)  and the following Sections 2.6(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 2.6(f)(ii)  and 2.6(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 or settlement of RSUs, the  transfer or issue of Shares to Participant on vesting or settlement of RSUs, any restrictions  applicable to Shares held by Participant ceasing to apply to those Shares, the disposal of any  Shares, the release or assignment of RSUs for consideration, or the receipt of any other benefit in  connection with the Award or the RSUs (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 2.6(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 is 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  referred to in Section 2.6(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  and/or settlement of the RSUs shall be conditional on:   





 






 22   (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 and/or  settlement of the relevant RSUs; 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 3.13 of the Restricted Stock Unit Award Agreement  This Exhibit C, which is part of and supplements Section 3.13 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 3.13 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 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  





 






 24   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 3.13 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 3.13 of the  Agreement:    The Participant understands and acknowledges that:   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  





 






 25   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).  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 3.13 of the Agreement:    1. The utilization purpose of the Data is to implement, administer and  manage the Plan and the Award;   





 






 26   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 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;  





 






 27   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,  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  





 






 28   (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, 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  





 






 29   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).