11. Adjustment of RSUs/PSUs due to corporate events, extraordinary events
In the event of:
a) any relevant variation of the Share capital of the Company (e.g., a Share split or reverse Share split);
b) any merger, reorganization, consolidation, recapitalization, stock dividend, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares; or
c) extraordinary, unforeseen events outside the normal course of business, for example, without limitation, market turmoil, armed conflicts, etc.;
the Board shall make such adjustments in the number and type of Shares which may be delivered under the Plan, the number, type, and price of Shares subject to outstanding Awards, and the numerical limits of articles 4.2 and 6.2 herein as the Board determines to be appropriate to prevent the dilution or diminution of such Awards. Notwithstanding the foregoing, the number of Shares subject to any Award shall always be a whole number, and any fractional Share resulting from an adjustment pursuant to this article 11 shall be rounded down to the nearest whole number.
12. Change of Control, sale of undertaking, liquidation
In the event of a Change of Control, the Board in its sole discretion, and subject to the limitations of applicable law, shall determine:
a) if RSUs/PSUs should continue as per the rules of the Plan without any adjustments; or
b) if outstanding RSUs/PSUs shall be vested immediately on the legal effective date of the Change of Control, and if so, (i) to what extent (prorated or full), (ii) for PSUs, based on which Performance Conditions level of achievement, and (iii) whether a cash settlement in lieu of Share transfer shall apply; or
c) if any other adjustments to outstanding RSUs/PSUs should be made (including, without limitation, an exchange of RSUs/PSUs for replacement awards in the new corporate structure, as the case may be); or
d) any combination of the above alternatives.
Acquired rights and existing economic benefits of Participants under outstanding RSUs/PSUs should be protected, and the Board shall take into account the Participants’ interests.
In addition, with respect to RSUs/PSUs, in case the Participant’s Employer ceases to be a Group entity, and if the relevant transaction leading to that scenario does not qualify as a Change of Control under the Plan, the following rules shall apply to the relevant Participants’ RSUs/PSUs, notwithstanding anything else to the contrary in the Plan, all outstanding RSUs/PSUs (100%, no prorating or reduction) of the said individual(s) shall be deemed vested immediately on the final day of the Employer being a Group entity, and Share delivery shall be made as soon as reasonably practicable, though in no event later than 1 month from the date when the Employer ceases to be a Group entity. With respect to PSUs, the Board in its sole discretion, and to the extent permitted under applicable law, shall determine the applicable level of achievement of Performance Conditions through the final day of the Employer being a Group entity, taking into account latest developments and projections until the end of the original Performance Period. Furthermore, the Board in its sole discretion may determine that, in lieu of delivery of Shares, a cash alternative shall apply, whereby a gross amount, representing the closing price of a Share on the final day of the Employer being a Group entity (or, if such date is not a trading day for Shares, on the last trading day immediately prior to such date), times the number of Shares that would have otherwise been delivered under such individual’s outstanding RSUs/PSUs, shall be paid to the individual, through local payroll, within 1 month from the date when the Employer ceases to be a Group entity, in the same currency in which the individual also received their base salary, and any necessary currency exchange shall be made at the prevailing rate at the time of payment.
In case of the Company’s bankruptcy, insolvency or upon the occurrence of any liquidation procedures being resolved by or instituted or otherwise initiated against the Company, all outstanding RSUs/PSUs shall lapse without any compensation.
