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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/27/19 Koninklijke Philips NV S-8 POS 2/27/19 10:486K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-8 POS Post-Effective Amendment to an S-8 HTML 48K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 54K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 10K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 58K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 53K 6: EX-4.5 Instrument Defining the Rights of Security Holders HTML 54K 7: EX-4.6 Instrument Defining the Rights of Security Holders HTML 45K 8: EX-4.7 Instrument Defining the Rights of Security Holders HTML 42K 9: EX-23.1 Consent of Experts or Counsel HTML 7K 10: EX-23.2 Consent of Experts or Counsel HTML 7K
| EX-4.7 |
Exhibit 4.7
Group HRM/CoE Rewards
Global Philips Restricted Share Rights Plan
For the Executive Committee (excluding Board of Management)
Version February 2018
Group HRM/CoE Rewards
TERMS AND CONDITIONS
OF
GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PLAN
Article 1
Definitions
In this Global Philips Restricted Share Rights Plan the following definitions shall apply:
| 1. | Business Day |
: | any day on which Euronext Amsterdam N.V. (or its successor) is open for business. | |||||
| 2. | Date of Grant |
|
: |
|
the date at which a Restricted Share Right is granted pursuant to this Plan. The Dates of Grant of any Restricted Share Rights shall be the fourth Business Day after the day of publication of the Philips’ annual and/or quarterly results or such other date as determined by Philips. | |||
| 3. | Delivery Date |
: | depending on whether a Restricted Share Right is categorized as a “1 Year Term Restricted Share Right”, “2 Year Term Restricted Share Right” or “3 Year Term Restricted Share Right”, the Delivery Date shall be the first, second or third anniversary of the Date of Grant of such Restricted Share Right. | |||||
| 4. | Employing Company |
: | any company within the Philips group of companies and such other company as Philips may from time to time designate or approve. | |||||
| 5. | Nominee Account |
: | an account maintained in the name of a Participant established by an administrator designated by Philips. | |||||
| 6. | Participant |
: | an individual who has accepted any Restricted Share Rights under this Plan. | |||||
| 7. | Philips |
: | Koninklijke Philips N.V. | |||||
| 8. | Plan |
: | this Global Philips Restricted Share Rights Plan. | |||||
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Group HRM/CoE Rewards
| 9. | Restricted Share Right |
: | the conditional right granted to a Participant to receive one Share, subject to the terms and conditions of this Plan. Restricted Share Rights will be categorized as “1 Year Term Restricted Share Rights”, “2 Year Term Restricted Share Rights” or “3 Year Term Restricted Share Rights”, as applicable. | |||||
| 10. | Share | : | a common share of Philips. | |||||
Article 2
Grant of Restricted Share Rights
Any Restricted Share Rights may be granted to an eligible individual, subject to (the acceptance by such individual of) the terms and conditions of this Plan and any other Philips’ policies or guidelines that may apply to such individual. Any Restricted Share Rights offered to any such individual and the terms and conditions governing such rights shall be deemed accepted by such individual with effect from the applicable Date of Grant in case Philips has not received, in accordance with a procedure established by Philips, a notice of rejection of such rights within fourteen (14) days of the notice of grant of such rights or such later date as may be determined by Philips.
Article 3
Termination of Employment
| 1. | Except as otherwise provided in this Article 3, in case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant’s employment with an Employing Company for any reason whatsoever prior to the applicable Delivery Date, such Participant’s Restricted Share Rights shall be forfeited effective as of the date of termination of such Participant’s employment with the Employing Company without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company unless Philips determines, in its sole discretion, otherwise in writing. Any such determination shall be final, conclusive and binding and may be subject to such conditions as Philips may determine appropriate. |
| 2. | In case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant’s employment with an Employing Company for reasons of: |
| (i) | death or |
| (ii) | legal incapacity, |
the estate of the Participant or his or her legal representative(s), as the case may be, shall remain entitled to any Restricted Share Rights granted to such Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan.
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Group HRM/CoE Rewards
| 3. | Subject to Article 3.4, in case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant’s employment with an Employing Company for reasons of: |
| (i) | disablement, |
| (ii) | retirement or |
| (iii) | the expiration of any temporary contract of employment, |
such Participant shall remain entitled to any Restricted Share Rights granted to such Participant nine (9) months or more prior to the date of such termination subject to the terms and conditions of this Plan.
For the purpose of this Plan, unless Philips determines, in its sole discretion, otherwise in writing to the Participant in question, a Participant’s employment shall be deemed terminated as a result of “retirement” if such Participant’s employment is terminated and such Participant satisfies at the date of such termination the eligibility requirements to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such Participant was covered, provided that payment of such (early) retirement benefit commences immediately following such termination.
| 4. | In case – in the reasonable opinion of Philips – a Participant |
| a. | Breaches the non-competition obligations; or; |
| b. | Within one year from the date of termination, directly or indirectly on his own behalf or in the service or on behalf of others, solicits or attempts to solicit, divert or hire away any person employed by Philips or any Employing Company or any customer of Philips or any Employing Company; or |
| c. | Disparages the Employing Company or the Employing Company’s officers, directors or employees, in any manner likely to be harmful to any of them or their business, business reputation or personal reputation; provided that the Participant may respond fully and accurately to any questions, inquiry or request for information when required by legal process. |
The Supervisory Board has the discretion to decide that the Restricted Share Rights still outstanding will – in whole or in part – be forfeited with immediate effect, without the Participant being entitled to any compensation or any obligation on the part of Philips or any Employing Company.
Article 4
Non-transferability
The Restricted Share Rights are strictly personal and may not be assigned, transferred (except that, in case of death of the Participant any Restricted Share Rights granted to such Participant at the date of his death shall pass to his heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed of in any manner. The Participant may not engage in any transactions on any exchange or otherwise on the basis of any Restricted Share Rights, such as hedging his Restricted Share Rights exposure on the basis of any Restricted Shares Rights. Any violation of the terms of this Article 4 will cause the Restricted Share Rights to become immediately null and void without further notice and without the Participant being entitled to any compensation.
Page 4 of 10
Group HRM/CoE Rewards
Article 5
Delivery and Holding of Shares
| 1. | Philips may require a Participant to maintain a personal brokerage account in connection with this Plan. Nothing contained in this Plan shall obligate Philips to establish or maintain or cause to establish or maintain a Nominee Account for any Participant. |
| 2. | Subject to the terms and conditions of this Plan, and further to the Participants tax election, Philips will deliver a Share pursuant to a Restricted Share Right to a Participant on or as soon as reasonably practicable after the relevant Delivery Date. In no event shall Philips have any obligation to deliver any Shares to a Participant prior to the relevant Delivery Date. |
| 3. | Any Shares to be delivered pursuant to Article 5.2 will be credited to the Nominee Account or a personal brokerage account. |
| 4. | Except as may be otherwise approved in writing by Philips in its sole discretion, in case a Participant is no longer employed by any Employing Company as a result of the termination of such Participant’s employment with an Employing Company, the Participant (or his or her estate or legal representatives, as the case may be) shall withdraw all Shares credited to the Participant’s Nominee Account within: |
| a. | one hundred and eighty (180) days of the date of such termination, or |
| b. | five (5) years from the date of such termination in case of the termination of such Participant’s employment with an Employing Company for reasons of: |
| i. | death, |
| ii. | legal incapacity, |
| iii. | disablement, |
| iv. | retirement or |
| v. | the expiration of any temporary contract of employment. |
In case the Participant (or his or her estate or legal representatives, as the case may be) fails to comply with the foregoing obligation, then Philips reserves the right to sell the Shares on behalf of the Participant and Philips is herewith irrevocably authorized to such sale or to request the administrator to collect the cost of the Participant’s Nominee Account from the Participant.
| 5. | Each Participant shall comply with any applicable “insider trading” laws and regulations and the Philips’ Rules of Conduct with respect to Inside Information. |
Article 6
Capital Dilution
Philips may make – but is not under any obligation to do so – equitable adjustment or substitution of the number or kind of Shares subject to the Restricted Shares Rights, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by Philips, for example a change in the outstanding Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to holders of Shares other than regular cash dividends.
Page 5 of 10
Group HRM/CoE Rewards
Article 7
Dividend Equivalent
The Participant will have no rights to dividends in respect of Restricted Share Rights prior to the Delivery Date. However, Restricted Share Rights will be adjusted for any payment of dividend by Philips between the Date of Grant and the Delivery Date. Philips is entitled, in its sole discretion, to determine the manner in which the number of Restricted Share Rights will be increased. These additional Shares will only be delivered to the extent the Restricted Share Rights vest.
Article 8
Costs and Taxes
| 1. | All costs of delivering any Shares under this Plan to a Participant’s Nominee Account and any other costs connected with the Shares shall be borne by the Participant. |
| 2. | Any and all taxes, duties, levies, charges or social security contributions (“Taxes”) which arise under any applicable national, state, local or supra-national laws, rules or regulations, whether already effective on the Date of Grant of any Restricted Shares Rights or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Participant in connection with this Plan (including, but not limited to, the grant of the Restricted Shares Rights, the ownership of the Restricted Shares Rights and/or the delivery of any Shares under this Plan, the ownership and/or the sale of any Shares acquired under this Plan) shall be for the sole risk and account of the Participant. |
| 3. | Philips and any other Employing Company shall have the right to deduct or withhold (or cause to be deducted or withheld) from any salary payment or other sums due by Philips or any other Employing Company to Participant, or requiring the Participant or beneficiary of the Participant, to pay to Philips an amount necessary to settle any Taxes and any costs determined by Philips necessary to be withheld in connection with this Plan (including, but not limited to, the grant of the Restricted Shares Rights or the delivery of any Shares under this Plan). |
| 4. | Philips shall not be required to deliver any Shares and Philips may delay (or cause to be delayed) the transfer of any Shares to a Nominee Account or a personal brokerage account until Philips has received an amount, or the Participant has made such arrangements required by Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Plan as determined by Philips. |
| 5. | Philips is herewith irrevocably authorized by the Participant to sell (part of) Participant’s Shares credited to a Nominee Account and to maintain such part of the proceeds of this sale as payment to Philips necessary to satisfy any withholding of any Taxes and any costs to be borne by the Participant in connection with this Plan as determined by Philips. |
Page 6 of 10
Group HRM/CoE Rewards
Article 9
Dividend Payment on Shares
Philips is entitled, in its sole discretion, to determine the manner in which dividend on any Shares acquired by a Participant pursuant to this Plan and deposited on the Nominee Account at the applicable record date, is paid to such Participant including, but not limited to, the payment of dividend by means of a dividend reinvestment plan pursuant to which the dividend will be reinvested in the purchase of Shares.
Article 10
Change of Control
In the event of a change of control situation, Philips shall have the discretion to accelerate the vesting of Restricted Share Rights to the date of completion of the change of control, taking into account the principles of reasonableness and fairness and, unless Philips determines otherwise, the part of the Restricted Share Rights which vest will be reduced on a time pro-rated basis.
Article 11
General Provisions
| 1. | Philips shall have the authority to: i) interpret this Plan, ii) establish, amend, and rescind any terms and conditions of this Plan including any rules and regulations relating to this Plan and/or establish supplements to comply with or suit country specific requirements, iii) determine the terms and conditions of any agreements entered into hereunder, and iv) make all other determinations necessary or advisable. The terms and conditions of this Plan including any rules and regulations relating to this Plan, including any supplements thereto, in force from time to time are published on the website of Philips or its global plan administrator and apply to all previous and future Restricted Share Rights granted under this Plan. Philips may delegate the authority to practice administrative and operational functions with respect to the Plan to officers or employees of subsidiaries of Philips and to service providers. |
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Group HRM/CoE Rewards
| 2. | Philips may in its sole discretion but acting in good faith, resolve to recoup some or all of such incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of Philips and its group companies in any related proceeding or investigation), granted to an individual under these terms and conditions, if: |
| a. | Equity-based incentive compensation under these terms and conditions has been granted and/or has vested on the basis of incorrect financial or other data; or |
| b. | There are circumstances which would warrant Philips or the Employing Company summarily dismissing (or requesting in court the termination of the employment of) that individual – for instance on the basis of article 677 or 685 Dutch Civil Code – (whether or not Philips or the Employing Company has chosen to do so) where such circumstances arose in the period from the Date of Date of Grant to the Delivery Date; or |
| c. | That individual was involved in, or directly or indirectly responsible for a serious violation of the Philips General Business Principles or applicable law; or |
| d. | The Employing Company or the business unit in which the relevant individual works/worked, or for which he was responsible, suffered a material failure of risk management, or |
| e. | Something which occurred in the period from the Date of Grant to the Delivery Date has a sufficiently significant impact on the reputation of Philips or the group members to justify the operation of a recoupment claim. |
By accepting Restricted Share Rights under these terms and conditions, the individual concerned agrees to fully co-operate with Philips and the Employing Company in order to give effect to this article.
Furthermore by accepting any Restricted Share Rights under this Plan, the individual provides an irrevocable power of attorney to Philips to transfer any Shares held by such individual in the account administered by Philips’ global plan administrator and any other acts necessary or desirable to give effect to this article. This power of attorney is governed by Dutch law exclusively.
| 3. | No Participant shall have any rights or privileges of shareholders (including the right to receive dividends and to vote) with respect to Shares to be delivered pursuant to Restricted Share Rights until such Shares are actually delivered to such Participant in accordance with Article 5 of this Plan. |
| 4. | The (value of) Restricted Share Rights granted to, or Shares acquired by, a Participant pursuant to such Restricted Share Right under this Plan shall not be considered as compensation in determining a Participant’s benefits under any benefit plan of an Employing Company, including but not limited to, group life insurance, long-term disability, family survivors, or any retirement, company pension or savings plan. |
| 5. | Nothing contained in this Plan or in any grant made or agreement entered into pursuant hereto shall confer upon any Participant any right to be retained in employment with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Plan or interfere with or limit in any way with the right of any Employing Company to terminate such Participant’s employment or to discharge or retire a Participant at any time. |
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Group HRM/CoE Rewards
| 6. | If a provision of this Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Plan, this Plan shall be construed as if the illegal or invalid provisions had not been included in this Plan. |
| 7. | Where the context requires, words in either gender shall include also the other gender. |
| 8. | The English version of this Plan is leading. If there is a discrepancy between the contents of a translation and the English version of this Plan, the English version of this Plan prevails. |
| 9. | This Plan shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws. |
• • • • •
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Group HRM/CoE Rewards
ADDENDUM TO THE
GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PLAN
FOR PARTICIPANTS ELIGIBLE TO PARTICIPATE IN A U.S. RETIREMENT OR
PENSION PLAN
For the purpose of Article 3.3 with respect to a Participant who is eligible to participate in a U.S. retirement or pension plan and who is a not a party to a contract governing employment conditions or benefits with an entity which is domiciled outside of the United States, the Participant’s employment shall be deemed terminated as a result of retirement if such Participant’s employment is terminated and, at the time of his or her termination of employment the Participant has at least five (5) years of service with an U.S. Employing Company and/or Philips affiliates (including foreign affiliates) that are at least 80% owned and has attained the age of fifty-five (55) years.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/23 Koninklijke Philips NV S-8 POS 2/21/23 4:265K Donnelley … Solutions/FA 2/23/21 Koninklijke Philips NV S-8 POS 2/23/21 5:326K Donnelley … Solutions/FA |