WARRANT AGREEMENT THROMBOGENICS NV

Transcription

1 WARRANT AGREEMENT THROMBOGENICS NV and [ ]

2 This Agreement was entered into on [ ], 2017 between: (1) ThromboGenics NV, having its registered office at Gaston Geenslaan 1, 3001 Heverlee, registered under number , represented for the purpose of this agreement by (i) Vibio BVBA (represented by its permanent representative Mr Patrik De Haes), in its capacity as member of the board of directors and (ii) [ ], (the Company); and (2) [ ] residing at [ ] (the Warrant Holder). The Company and the Warrant Holder are hereinafter jointly referred to as the Parties and, each of them individually, as a Party. WHEREAS: (A) (B) On [ ], the extraordinary shareholders' meeting of the Company approved a warrant plan (the Warrant Plan 2017) for the benefit of employees and consultants of the Company. The purpose of the Warrant Plan 2017 is to create a long term incentive for employees and consultants of the Company and its subsidiaries who can make an important contribution to the success and the growth of the group, to promote the participation in the Company's share capital by employees and consultants, as well as to establish a continuous and long-term cooperation and to ensure the personal efforts from the employees and consultants as part of the development and success of the Company, to enable the Company and its subsidiaries to attract competent and experienced employees and consultants and to create a common interest between the participants, on the one hand, who, by exercising their warrants, have the possibility to share in the added value and growth of the Company and the shareholders of the Company, on the other hand, that is focused on increasing the value of the Company's shares. In relation to (A) above and bearing in mind that the Warrant Holder and the Company have entered into a [consultancy/employment] agreement, the board of directors of the Company has decided to grant the Warrant Holder warrants. IT HAS BEEN AGREED AS FOLLOWS: 1. INTERPRETATION The defined terms used in this agreement will have the meaning given to them in the Warrant Plan 2017, depending on the case, unless otherwise defined in this agreement. In the case of any discrepancy between the provisions of this agreement and the Warrant Plan 2017, the provisions of the Warrant Plan 2017 will prevail. For the purpose of this agreement the following terms will have the meaning set forth hereunder: Successor: a person validly indicated by the Warrant Holder, either its spouse or legal successor, to exercise the rights of the Warrant Holder under the Warrant Plan 2017 and to execute this agreement after the death of the Warrant Holder. The indication, revocation and re-indication of a Successor must occur in writing. In the event of failure of a valid indication, the successors of the Warrant Holder will in accordance with applicable legislation be deemed to be the Successor. In the event of several successors, all successors acting jointly or a person indicated by all successors acting jointly will be deemed to be the Successor.

3 End of the Professional Relationship: Disability: (as the case may be) End of the Consultancy Agreement or End of the Labour Agreement without the Warrant Holder being a Consultant or Employee after such aforementioned termination; disability is defined in accordance with the labour laws applicable to the labour agreement entered into between the Warrant Holder and the Company or any of its Subsidiaries; 2. GRANT OF WARRANTS In accordance with the provisions of the Plan and this Agreement, the Company hereby grants to the Warrant Holder a total of [ ] warrants (the Warrants). Each Warrant gives the right to subscribe to one Share in the Company. The grant of these Warrants will only take place if the Warrant Holder signs this Agreement prior to or at the latest on [DATE OF THE OFFER + 60 DAYS] 1. If this Agreement is not signed prior to or on this date, the Company s offer will lapse and this Agreement may no longer be validly signed by the Warrant Holder. Consequently, if the Warrant Holder signs this Agreement on or after [DATE OF THE OFFER + 61 DAYS], no agreement will be concluded, and the Company will not have granted the Warrants to the Warrant Holder. 3. TERMS OF THE WARRANTS 3.1 Warrant Price The Warrants are granted to the Warrant Holder free of charge. 3.2 Exercise Price The Exercise Price of the Warrants, per Share, is EUR [ ] (being the lower of (i) the average closing price of the Company's shares on the stock exchange over a period of thirty calendar days prior to the Date of the Offer or (ii) the closing price of the Company's Shares on the last business day prior to the Date of the Offer, it being understood that the Exercise Price of the Warrants granted to Consultants may not be lower than the average closing price over a period of thirty days prior to the Date of Issuance). 3.3 Term of the Warrants Warrants are valid until [ = Ten years after Date of Issuance]. 4. EXERCISE OF THE WARRANTS This article determines the conditions under which the Warrants become exercisable by the Warrant Holder. Any reference to the "vesting of" or to "vested" Warrants must be understood as a reference to the exercisability of the Warrants or the exercisable Warrants. The vesting of the Warrants occurs in two parts: 1/2 of Warrants will vest 2 years after the Date of the Offer; and 1 Note for Belgian tax residents-individuals: the acceptance in writing within 60 days as from the offer date will result in mandatory upfront taxation of the warrants (ie at the time of grant of the warrants).

4 1/2 of Warrants will vest 3 years after the Date of the Offer. Notwithstanding the above paragraph and subject to article 6.1, the Warrants will only be exercisable for periods of fourteen calendar days following the publication of the year results (jaarlijks communiqué) and the half year results (halfjaarlijks communiqué) of the Company. If the Company becomes subject to a public takeover bid, the allocated Warrants will immediately vest and will be exercisable during an exercise period of thirty (30) days following the formal notification to the Company of the public takeover bid by the Financial Services and Markets Authority. By way of derogation from the above paragraphs, the Warrant Holder hereby unilaterally undertakes not to exercise the accepted and vested Warrants before 1 January [YEAR], being the beginning of the fourth calendar year after the calendar year in which the Warrants were offered 2 : YES NO The Warrant Holder can decide not to exercise (part of) the Warrants during a particular Exercise Period and to exercise the Warrants not yet exercised during a later Exercise Period. The Warrants that have not been exercised by the end of the last Exercise Period will be void and without any value. The Committee can decide to change, to prolong or to shorten the Exercise Periods set out in this agreement or to provide for additional Exercise Periods. 5. TRANSFER OF THE WARRANTS The Warrants cannot, during their entire term of validity, be transferred or otherwise disposed of, except (as the case may be) in the event of death and in accordance with article 6.1 and except in case the Warrants are granted to a legal entity (i.e. management company) in which case the legal entity may transfer the Warrants to its (managing) director. The Warrants may not be encumbered with any surety, pledge or any other material right. 6. END OF PROFESSIONAL RELATIONSHIP At the End of the Professional Relationship: 6.1 End of the Professional Relationship (a) (b) Warrants that have not yet vested will automatically lapse; Warrants that have vested may be exercised but only during a period of fourteen calendar days following the next publication of the year or half-year results of the Company, whichever occurs earlier, provided that, if the End of the Professional Relationship occurs before [YEAR][Comment: the fourth calendar year after the year in which the Warrants were offered] and the Warrant Holder has undertaken not to exercise the Warrants before 1 January [YEAR] pursuant to article 4 above, the Warrant Holder may exercise the vested Warrants ultimately during the period of the first fourteen 2 Note for Belgian tax residents-individuals: in order to benefit from a reduced valuation of the taxable benefit of the grant of the warrants, the beneficiary should undertake not to exercise the Warrants before the end of the third calendar year following the calendar year in which the offer was made.

5 calendar days of [YEAR] (to be extended by the number of days during this period that coincide with a "Closed Period" or any other period that may be considered sensitive and is indicated to be such by the Board of Directors. as currently referred to in section 4.4 of the Company's Dealing Code for the prevention of insider trading and market abuse, if applicable to the Warrant Holder); (c) (d) Warrants that have vested but that are not exercised in accordance with paragraph (b) above will automatically lapse. If the end of the Professional Relationship occurs as a result of the retirement, Disability or termination by the Company due to restructuring or reorganization, the Committee might at it sole discretion deviate from paragraph (a) to (c) above, provided, however, that such a deviation shall only be permissible under the terms of this Agreement if it is solely to the benefit of the Warrant Holder or his/her successor. 6.2 Death In the event the Warrant Holder dies while a Warrant is not exercised according to the provisions of this agreement, all Warrants allocated to the Warrant Holder will transfer to the Successor of the Warrant Holder, and become exercisable by the Successor at the time and in accordance with the modalities set out in this agreement.

6 7. MISCELLANEOUS 7.1 Notices Any notice or other formal communication given under this agreement to the Warrant Holder must be sent by registered mail (if the place of destination is the same as its country of origin) or by overnight courier (if its destination is elsewhere) and served at the address mentioned in the register of warrant holders that is kept at the Company's registered office. Any notification or other formal communication given under this agreement to the Company must be sent by registered mail, or by written notice delivered in return for a receipt, addressed to the chairman of the Committee and served at the address of the Company's registered office. Address changes must be notified in accordance with this article. 7.2 Taxation Only the Warrant Holder will be liable for, and will be legally bound to pay and/or compensate the Company or a Subsidiary for all domestic and foreign taxes, social security contributions and other charges, including, but not limited to, possible income taxes, the tax on stock exchange transactions, as well as all fines, tax increases and/or late interest in connection therewith, due in connection with the grant, vesting and/or the exercise of a Warrant, as well as in connection with the acquisition, delivery, holding and/or the transfer of Shares acquired by exercising the Warrants. 7.3 Applicable law and jurisdiction This agreement is governed by and construed in accordance with Belgian law. The courts of Leuven have exclusive jurisdiction over any dispute arising out of or in connection with this agreement. This agreement is executed on [ ], , in two originals whereby each Party acknowledges receipt of one copy. ThromboGenics NV Name: Vibio BVBA represented by its permanent representative Patrik De Haes Function: CEO Name: Isabelle Decoster Function: Global Head of HR [Name Warrant Holder] 3 The Agreement may only be validly signed on or before [DATE OF THE OFFER + 60 DAYS]. If the Agreement is not signed prior to or on this date, the offer of the Company will lapse and the Agreement may no longer be validly signed by the Warrant Holder. Consequently, if the Warrant Holder signs the Agreement on or after [DATE OF THE OFFER + 61 DAYS], no agreement will be concluded and the Company will not have granted any Warrants to the Warrant Holder.

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