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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/16 NXP Semiconductors N.V. 20-F 12/31/15 156:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
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3: EX-10.22 Material Contract HTML 144K
4: EX-10.25 Material Contract HTML 181K
5: EX-10.26 Material Contract HTML 188K
6: EX-10.27 Material Contract HTML 205K
7: EX-10.28 Material Contract HTML 181K
10: EX-13.1 Annual or Quarterly Report to Security Holders HTML 43K
11: EX-13.2 Annual or Quarterly Report to Security Holders HTML 43K
12: EX-21.1 Subsidiaries List HTML 56K
13: EX-23 Consent of Experts or Counsel HTML 44K
8: EX-12.1 Statement re: Computation of Ratios HTML 46K
9: EX-12.2 Statement re: Computation of Ratios HTML 46K
20: R1 Document and Entity Information HTML 68K
21: R2 Consolidated Statements of Operations HTML 106K
22: R3 Consolidated Statements of Comprehensive Income HTML 78K
23: R4 Consolidated Balance Sheets HTML 138K
24: R5 Consolidated Balance Sheets (Parenthetical) HTML 61K
25: R6 Consolidated Statements of Cash Flows HTML 168K
26: R7 Consolidated Statements of Changes in Equity HTML 105K
27: R8 The Company HTML 49K
28: R9 Significant Accounting Policies HTML 106K
29: R10 Acquisitions and Divestments HTML 73K
30: R11 Supplemental Financial Information HTML 88K
31: R12 Restructuring Charges HTML 75K
32: R13 Provision for Income Taxes HTML 115K
33: R14 Earnings per Share HTML 60K
34: R15 Share-based Compensation HTML 89K
35: R16 Receivables, Net HTML 51K
36: R17 Inventories, Net HTML 51K
37: R18 Property, Plant and Equipment, Net HTML 55K
38: R19 Identified Intangible Assets HTML 81K
39: R20 Goodwill HTML 55K
40: R21 Postretirement Benefit Plans HTML 111K
41: R22 Debt HTML 115K
42: R23 Commitments and Contingencies HTML 64K
43: R24 Stockholders' Equity HTML 59K
44: R25 Accumulated Other Comprehensive Income (Loss), Net HTML 65K
of Tax
45: R26 Related-party Transactions HTML 54K
46: R27 Fair Value of Financial Assets and Liabilities HTML 67K
47: R28 Other Financial Instruments, Derivatives and HTML 58K
Currency Risk
48: R29 Segments and Geographical Information HTML 86K
49: R30 Subsequent Events HTML 46K
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53: R34 Supplemental Financial Information (Tables) HTML 93K
54: R35 Restructuring Charges (Tables) HTML 77K
55: R36 Provision for Income Taxes (Tables) HTML 123K
56: R37 Earnings per Share (Tables) HTML 59K
57: R38 Share-based Compensation (Tables) HTML 92K
58: R39 Receivables, Net (Tables) HTML 49K
59: R40 Inventories, Net (Tables) HTML 49K
60: R41 Property, Plant and Equipment, Net (Tables) HTML 54K
61: R42 Identified Intangible Assets (Tables) HTML 86K
62: R43 Goodwill (Tables) HTML 54K
63: R44 Postretirement Benefit Plans (Tables) HTML 113K
64: R45 Debt (Tables) HTML 98K
65: R46 Commitments and Contingencies (Tables) HTML 51K
66: R47 Stockholders' Equity (Tables) HTML 52K
67: R48 Accumulated Other Comprehensive Income (Loss), Net HTML 61K
of Tax (Tables)
68: R49 Related-party Transactions (Tables) HTML 52K
69: R50 Fair Value of Financial Assets and Liabilities HTML 62K
(Tables)
70: R51 Segments and Geographical Information (Tables) HTML 85K
71: R52 The Company - Additional Information (Detail) HTML 47K
72: R53 Significant Accounting Policies - Exchange Rates HTML 54K
for U.S. Dollars into Euros Applicable for
Translation of NXP's Financial Statements (Detail)
73: R54 Significant Accounting Policies - Additional HTML 85K
Information (Detail)
74: R55 Acquisitions and Divestments - Additional HTML 106K
Information (Detail)
75: R56 Acquisitions and Divestments - Schedule of Total HTML 59K
Purchase Price (Detail)
76: R57 Acquisitions and Divestments - Schedule of Total HTML 47K
Purchase Price (Parenthetical) (Detail)
77: R58 Acquisitions and Divestments - Preliminary HTML 78K
Allocation of Purchase Price (Detail)
78: R59 Acquisitions and Divestments - Estimated Fair HTML 68K
Value (and Estimated Useful Lives) of Identified
Intangible Assets Acquired (Detail)
79: R60 Acquisitions and Divestments - Estimated Fair HTML 54K
Value (and Estimated Useful Lives) of Identified
Intangible Assets Acquired (Parenthetical)
(Detail)
80: R61 Acquisitions and Divestments - Schedule of Pro HTML 55K
Forma Financial Information Presents Combined
Consolidated Results of Operations (Detail)
81: R62 Supplemental Financial Information - Depreciation, HTML 57K
Amortization and Impairment (Detail)
82: R63 Supplemental Financial Information - Additional HTML 79K
Information (Detail)
83: R64 Supplemental Financial Information - Other Income HTML 53K
(Expense) (Detail)
84: R65 Supplemental Financial Information - Financial HTML 65K
Income (Expense) (Detail)
85: R66 Supplemental Financial Information - Results HTML 52K
Relating to Equity-Accounted Investees (Detail)
86: R67 Supplemental Financial Information - Summary of HTML 59K
Carrying Value of Investments in Equity-Accounted
Investees (Detail)
87: R68 Supplemental Financial Information - Cash Flow HTML 75K
Information (Detail)
88: R69 Restructuring Charges - Additional Information HTML 78K
(Detail)
89: R70 Restructuring Charges - Summary of Changes in HTML 70K
Position of Restructuring Liabilities by Segment
(Detail)
90: R71 Restructuring Charges - Components of HTML 53K
Restructuring Charges Less Releases Recorded in
Liabilities (Detail)
91: R72 Restructuring Charges - Restructuring Charges Less HTML 53K
Releases Recorded in Liabilities Per Line Item in
Statement of Operations (Detail)
92: R73 Provision for Income Taxes - Additional HTML 89K
Information (Detail)
93: R74 Provision for Income Taxes - Components of Income HTML 51K
(Loss) Before Income Taxes (Detail)
94: R75 Provision for Income Taxes - Components of Benefit HTML 69K
(Provision) for Income Taxes (Detail)
95: R76 Provision for Income Taxes - Reconciliation of HTML 81K
Statutory Income Tax Rate (Detail)
96: R77 Provision for Income Taxes - Principal Components HTML 107K
of Deferred Tax Assets and Liabilities (Detail)
97: R78 Provision for Income Taxes - Classification of HTML 60K
Deferred Tax Assets and Liabilities in
Consolidated Balance Sheets (Detail)
98: R79 Provision for Income Taxes - Expiration of Tax HTML 63K
Loss Carryforwards (Detail)
99: R80 Provision for Income Taxes - Expiration of Tax HTML 61K
Credit Carryforwards (Detail)
100: R81 Provision for Income Taxes - Reconciliation of HTML 58K
Unrecognized Tax Benefits (Detail)
101: R82 Earnings per Share - Computation of Earnings per HTML 82K
Share (Eps) (Detail)
102: R83 Earnings per Share - Computation of Earnings per HTML 60K
Share (Eps) (Parenthetical) (Detail)
103: R84 Share-based Compensation - Schedule of Share-Based HTML 54K
Compensation Expense (Detail)
104: R85 Share-based Compensation - Additional Information HTML 113K
(Detail)
105: R86 Share-based Compensation - Summary of Stock HTML 99K
Options and Changes (Detail)
106: R87 Share-based Compensation - Summary of Performance HTML 77K
Share Units (Detail)
107: R88 Share-based Compensation - Summary of Restricted HTML 74K
Share Units (Detail)
108: R89 Receivables, Net - Receivables, Net (Detail) HTML 53K
109: R90 Receivables, Net - Additional Information (Detail) HTML 47K
110: R91 Inventories, Net - Inventories, Net (Detail) HTML 53K
111: R92 Inventories, Net - Additional Information (Detail) HTML 50K
112: R93 Property, Plant and Equipment, Net - Property, HTML 76K
Plant and Equipment, Net (Detail)
113: R94 Property, Plant and Equipment, Net - Additional HTML 54K
Information (Detail)
114: R95 Identified Intangible Assets - Summary of Changes HTML 78K
in Identified Intangible Assets (Detail)
115: R96 Identified Intangible Assets - Summary of HTML 69K
Identified Intangible Assets (Detail)
116: R97 Identified Intangible Assets - Summary of HTML 55K
Identified Intangible Assets (Parenthetical)
(Detail)
117: R98 Identified Intangible Assets - Schedule of HTML 57K
Estimated Amortization Expense for Identified
Intangible Assets, excluding Software (Detail)
118: R99 Identified Intangible Assets - Additional HTML 48K
Information (Detail)
119: R100 Identified Intangible Assets - Schedule of HTML 57K
Estimated Amortization Expense for Software
(Detail)
120: R101 Goodwill - Schedule of Changes in Goodwill HTML 62K
(Detail)
121: R102 Goodwill - Additional Information (Detail) HTML 47K
122: R103 Postretirement Benefit Plans - Additional HTML 94K
Information (Detail)
123: R104 Postretirement Benefit Plans - Summary of PME HTML 53K
Multi-Employer Plan (Detail)
124: R105 Postretirement Benefit Plans - Summary of PME HTML 47K
Multi-Employer Plan (Parenthetical) (Detail)
125: R106 Postretirement Benefit Plans - Summary of Changes HTML 137K
in Pension Benefit Obligations and Defined-Benefit
Pension Plan Assets (Detail)
126: R107 Postretirement Benefit Plans - Summary of Weighted HTML 49K
Average Assumptions Used to Calculate Projected
Benefit Obligations (Detail)
127: R108 Postretirement Benefit Plans - Summary of Weighted HTML 52K
Average Assumptions Used Calculate Net Periodic
Pension Cost (Detail)
128: R109 Postretirement Benefit Plans - Components of Net HTML 63K
Periodic Pension Costs (Detail)
129: R110 Postretirement Benefit Plans - Summary of Actual HTML 55K
Pension Plan Asset Allocation (Detail)
130: R111 Postretirement Benefit Plans - Classification of HTML 66K
Pension Plan Assets (Detail)
131: R112 Postretirement Benefit Plans - Summary of HTML 58K
Estimated Future Pension Benefit Payments (Detail)
132: R113 Debt - Schedule of Short-Term Debt (Detail) HTML 51K
133: R114 Debt - Additional Information (Detail) HTML 180K
134: R115 Debt - Schedule of Long-Term Debt (Detail) HTML 82K
135: R116 Debt - Schedule of Long-Term Debt (Parenthetical) HTML 51K
(Detail)
136: R117 Debt - Long-Term Debt at Principal Amount (Detail) HTML 63K
137: R118 Debt - Summary of Outstanding Notes (Detail) HTML 96K
138: R119 Debt - Summary of Principal Amount, Unamortized HTML 55K
Debt Discount and Net Carrying Amount of Liability
Component (Detail)
139: R120 Debt - Summary of Effective Interest Rate, HTML 54K
Contractual Interest Expense and Amortization of
Debt Discount (Detail)
140: R121 Commitments and Contingencies - Additional HTML 72K
Information (Detail)
141: R122 Commitments and Contingencies - Schedule of Future HTML 84K
Minimum Lease Payments for Operating Leases and
Capital Leases (Detail)
142: R123 Stockholders' Equity - Additional Information HTML 57K
(Detail)
143: R124 Stockholders' Equity - Schedule of Transactions HTML 65K
from Employee Option and Share Plans (Detail)
144: R125 Accumulated Other Comprehensive Income (Loss), Net HTML 107K
of Tax - Schedule Of Accumulated Other
Comprehensive Income (Loss), Net of Tax (Detail)
145: R126 Related-party Transactions - Schedule of Amounts HTML 50K
Related to Revenue and Expenses Incurred in
Transactions (Detail)
146: R127 Related-party Transactions - Schedule of Amounts HTML 51K
Related to Balances with Related Parties (Detail)
147: R128 Fair Value of Financial Assets and Liabilities - HTML 88K
Summary of Estimated Fair Value and Carrying
Amount of Financial Instruments (Detail)
148: R129 Other Financial Instruments, Derivatives and HTML 51K
Currency Risk - Additional Information (Detail)
149: R130 Segments and Geographical Information - Additional HTML 47K
Information (Detail)
150: R131 Segments and Geographical Information - Segment HTML 56K
Information (Detail)
151: R132 Segments and Geographical Information - Goodwill HTML 72K
Assigned to Segments (Detail)
152: R133 Segments and Geographical Information - HTML 70K
Geographical Segment Report (Detail)
153: R134 Subsequent Events - Additional Information HTML 58K
(Detail)
155: XML IDEA XML File -- Filing Summary XML 293K
154: EXCEL IDEA Workbook of Financial Reports XLSX 174K
14: EX-101.INS XBRL Instance -- nxpi-20151231 XML 3.08M
16: EX-101.CAL XBRL Calculations -- nxpi-20151231_cal XML 476K
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156: ZIP XBRL Zipped Folder -- 0001193125-16-481954-xbrl Zip 336K
| EX-10.22 |
Exhibit 10.22
Annex
| Global NXP Stock Option Program 2015/16 |
| Page 1 of 11 |
NXP Stock Option Program | October 29, 2015 |
TERMS AND CONDITIONS
OF
GLOBAL NXP STOCK OPTION PROGRAM 2015/16
Article 1
Definitions
In this Global NXP Stock Option Program the following definitions shall apply:
| 1. Board: |
The board of directors of NXP. | |
| 2. Change of Control: |
a transaction or series of transactions or the conclusion of an agreement, which alone or taken together has the effect that as a result thereof a third party, or third parties acting in concert obtains, whether directly or indirectly, Control of NXP. | |
| 3. Closing Price: |
the price of a Share listed at the NASDAQ Global Select Market (“NASDAQ”) with dividend, if any, at closing of NASDAQ . If on the date of receipt of an Exercise Notice, Shares have not been traded at NASDAQ, the Closing Price will be the opening price of the first subsequent trading day at NASDAQ. | |
| 4. Control: |
(i) the ownership, whether direct or indirect, of a party or parties acting in concert, of more than 50.1% percent of (a) the issued Share capital and/or (b) the voting rights in the general meeting of shareholders; or (ii) the right, whether direct or indirect, of a party or parties acting in concert to control the composition of the majority of the Board of NXP, or the majority of its voting rights, by contract or otherwise. | |
| 5. Custody Account: |
a custody account maintained in the name of an Option Holder. | |
| 6. Date of Grant: |
the date at which the Options shall be deemed granted to the Option Holder pursuant to this Program. The Dates of Grant shall be the same dates as the dates of publication of NXP annual and/or quarterly results. As an exception, under this Program Options also may be granted at the date of completion of the merger transaction between NXP and Freescale Semiconductor, Ltd. The relevant Date of Grant with respect to any grant hereunder shall be determined by NXP. | |
| 7. Eligible Individual: |
means an employee of the group of which NXP forms part or such other person as determined by or on behalf of the Board. | |
| 8. Employing Company: |
any company within the group of which NXP forms part and such other company as designated by or on behalf of the Board. | |
| Page 2 of 11 | NXP Stock Option Program | October 29, 2015 |
| 9. Exercise Notice: |
a notice in which an Option Holder indicates that he will exercise his vested Options. | |
| 10. Exercise Period: |
the term during which an Option can be exercised. | |
| 11. Exercise Price: |
the price to be paid by the Option Holder to acquire a Share upon exercising an Option. Such price will be equal to the Closing Price on the applicable Date of Grant. | |
| 12. Good Reason: |
If the Option Holder does not have an employment agreement with the Employing Company in which Good Reason is defined, “Good Reason” means, in the absence of the Option Holder’s written consent, any of the following: (i) a material reduction by the Employing Company in the Option Holder’s base salary or target bonus unless the base salary or target bonus of other NXP employees or officers in a similar position is reduced by a similar percentage or amount as part of company-wide cost reductions; or (ii) a material diminution in the Option Holder’s duties or responsibilities (other than as a result of the Option Holder’s physical or mental incapacity which impairs his or her ability to materially perform his or her duties or responsibilities as confirmed by a doctor reasonably acceptable to the Option Holder or his or her representative and such diminution lasts only for so long as such doctor determines such incapacity impairs the Option Holder’s ability to materially perform his or her duties or responsibilities). A lateral job change that does not materially diminish the Option Holder’s duties or responsibilities and does not affect the Option Holder’s reporting relationship will not constitute Good Reason. | |
| 13. Grant: |
a grant of an Option to any Eligible Individual by NXP. | |
| 14. Grant Letter |
the letter in which Options are granted to an Eligible Individual. | |
| 15. NXP: |
NXP Semiconductors N.V. | |
| 16. Option: |
a right granted by NXP under this Program to acquire one Share or the value in cash thereof, subject to this Program. | |
| 17. Option Holder: |
a person holding any Options under this Program. | |
| 18. Program: |
this Global NXP Stock Option Program. | |
| 19. Share: |
a common share in the share capital of NXP. | |
| Page 3 of 11 | NXP Stock Option Program | October 29, 2015 |
Article 2
Grant of Options
| 1. | Any Options may be granted by or on behalf of the Board to an Eligible Individual, subject to the terms and conditions of this Program and any other NXP policies or guidelines that may apply to such individual. Any Options granted to any such individual and the terms and conditions governing such Options shall be deemed accepted by such individual with effect from the applicable Date of Grant in case NXP has not received, in accordance with a procedure established by NXP, a notice of rejection of such Options within fourteen (14) days following the Grant Letter or such later date as may be determined by NXP. |
| 2. | The Grant Letter shall reflect, inter alia, the Date of Grant, the number of Options awarded, the Exercise Price and the vesting schedule. |
Article 3
Vesting
Options will vest over a vesting period of up to four years as specified in the Grant Letter, whereby any 1/4 of the Options will vest at each anniversary of the Date of Grant, subject to Article 9 (Termination of Employment) and subject to any specifications in the Grant Letter. In the event that the Option Holder’s employment is terminated by the Employing Company without the Option Holder being a Bad Leaver (as defined in Article 9(4)) or by the Option Holder for Good Reason, in either case within twelve months following a Change of Control, all unvested Options shall become immediately vested (for 100% accelerated vesting), unless the Grant Letter stipulates differently.
Article 4
Exercise of Options
| 1. | Vested Options can only be exercised during the Exercise Period. Unvested or lapsed Options cannot be exercised. |
| 2. | The Exercise Period commences on the vesting of the relevant Options and terminates on the tenth anniversary of the Date of Grant, subject to Article 8(2)(e). |
| 3. | Vested Options can only be exercised by (i) submitting an Exercise Notice, and (ii) payment of the Exercise Price. Vested Options may in principle only be exercised subject to a minimum of ten (10) units. |
| 4. | The Exercise Notice should contain (i) the Date of Grant of the Options an Option Holder wishes to exercise and (ii) the number of Options to be exercised and whether Shares to be obtained upon such exercise: |
| a. | be sold, on behalf of the Option Holder as soon as possible. Upon such sale, the aggregate revenue of the Shares sold upon exercise of the Options less the Exercise Price multiplied by the number of such Options, and further costs and Taxes, will be paid to the Option Holder in accordance with a procedure determined by NXP; or |
| b. | be delivered to the Option Holder as provided for in 0. In case the Option Holder elects to have the Shares to be delivered to him, the Exercise Notice shall contain the details of the Custody Account to which the Shares shall be delivered, and shall be |
| Page 4 of 11 | NXP Stock Option Program | October 29, 2015 |
| accompanied by the payment in full of the Exercise Price, multiplied by the number of Options so being exercised, and further costs and Taxes. Such payment shall be made: (a) in cash, (b) through simultaneous sale through a broker of Shares acquired on exercise, subject to it being permitted under the applicable regulations, (c) through additional methods prescribed by NXP or (d) by a combination of any such method. |
| Page 5 of 11 | NXP Stock Option Program | October 29, 2015 |
Article 5
Cash Alternative
In exceptional circumstances, at the sole discretion of the Board, upon receipt of an Exercise Notice NXP may advise an Option Holder resident outside the Netherlands to request in writing an amount in cash as an alternative to Shares. Upon such request the Option Holder is entitled to receive an amount in U.S. Dollars, equal to the Closing Price minus the Exercise Price, multiplied by the number Options being exercised. Any costs to be paid and any applicable Taxes due shall be deducted from the amount to be received by the Option Holder.
Article 6
Non-transferability
The Options are strictly personal, and may not be assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of in any manner nor may any transaction be entered into with the same effect. For the avoidance of doubt, in case of death of the Option Holder during the Exercise Period, all vested Options held by such Option Holder at the date of his death shall pass to such Option Holder’s heirs or legatees in accordance with applicable inheritance laws. The Option Holder may not engage in any transactions on any exchange on the basis of any Options.
Article 7
Capital Adjustments in corporate events
NXP may make any equitable adjustment or substitution of (a) the number or kind of Shares subject to the Options, and/or (b) the Exercise Price, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by NXP, 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.
The effect of the adjustment or substitution shall be to preserve both the aggregate difference and the aggregate ratio between the Exercise Price and the fair market value of the Shares to be acquired upon exercise of the Options. The Option Holder shall be notified promptly of such adjustment or substitution.
Article 8
Costs and Taxes
| 1. | All costs of delivering any Shares under this Program to an Option Holder’s Custody Account and any other costs connected with the Shares shall be borne by the Option Holder. |
| 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 Options or becoming effective thereafter, and any changes or modifications therein and termination thereof which may result for the Option Holder in connection with this Program (including, but not limited to, the grant, the ownership and/or the exercise of the Options, and/or the delivery, ownership and/or the sale of any Shares acquired under this Program) shall be for the sole risk and account of the Option Holder. |
| Page 6 of 11 | NXP Stock Option Program | October 29, 2015 |
| 3. | NXP and its subsidiaries shall have the right to deduct or withhold (or cause to be deducted or withheld) from any salary payment or other sums due by NXP or any of its subsidiaries to an Option Holder, or requiring the Option Holder or beneficiary of the Option Holder, to pay to NXP or any of its subsidiaries as indicated by NXP an amount necessary to settle any Taxes and any costs determined by NXP necessary to be withheld in connection with this Program (including, but not limited to, the grant of the Options or the delivery of any Shares under this Program). |
| 4. | NXP shall not be required to deliver any Shares and NXP may delay (or cause to be delayed) the transfer of any Shares to a Custody Account, until NXP has received an amount, or the Option Holder has made such arrangements, required by NXP necessary to satisfy any withholding of any Taxes and any costs to be borne by the Option Holder in connection with this Program as determined by NXP. |
Article 9
Lapse of Options at termination of employment
| 1. | Unvested Options shall lapse, on the earliest of the following occasions, without notice and without any compensation: |
| a. | if an Option Holder’s employment terminates and such Option Holder is no longer employed by any Employing Company; |
| b. | upon violation by the Option Holder of any provision of this Program or the Grant Letter in which case the Options shall lapse on the date of such violation (rather than the date on which such violation comes to the attention of NXP). |
| 2. | Vested Options shall lapse on the earliest of the following occasions, without notice and without any compensation: |
| a. | the tenth anniversary of the Date of Grant, subject to Article 9(2)(e); |
| b. | if an Option Holder becomes a Bad Leaver (as defined in Article 9(4); |
| c. | if an Option Holder becomes a Good Leaver (as defined in Article 9(0), in which case the Options lapse on the earlier of (i) 10 years of the Date of Grant, or (ii) 5 years from the date on which the Option Holder’s employment terminates; |
| d. | If an Option Holder becomes an Ordinary Leaver, in which case the Options lapse after 6 months from the date on which the Option Holder’s employment terminates; |
| e. | If an Option Holder becomes a Good Leaver by reason of death or legal incapability, and the remaining Exercise Period with respect to the relevant Options is less than 12 months, the Options shall remain exercisable for a period of 12 months as of the date the Option Holder dies or becomes legal incapable; |
| f. | if an Option Holder is a Good Leaver or an Ordinary Leaver and after termination of his employment breaches any of the covenants of his employment or service contract or the termination thereof, in each case relating to non-competition, confidentiality, non-solicitation or any other provision of his employment or the aforementioned agreements that survive the termination of his employment, in which case the Options lapse on the date of such breach (rather than the date on which such breach comes to the attention of NXP). In any event, if an Option Holder is a Good Leaver or an Ordinary Leaver and - directly or indirectly and in any capacity whatsoever - personally actively solicits or personally actively endeavors to entice away or personally actively recruits any NXP employees, the Options lapse with immediate effect (rather than the date on which such breach comes to the attention of NXP); |
| Page 7 of 11 | NXP Stock Option Program | October 29, 2015 |
| g. | upon violation by the Option Holder of any provision of this Program or the Grant Letter, in which case the Options shall lapse on the date of such violation (rather than the date on which such violation comes to the attention of NXP); |
| Page 8 of 11 | NXP Stock Option Program | October 29, 2015 |
| h. | when an Option is exercised in accordance with this Program; and, |
| i. | at the end of the Exercise Period. |
| 3. | For purposes of this Program, a “Good Leaver” shall be an Option Holder whose employment with NXP or an Employing Company is terminated due to: |
| a. | death; |
| b. | disability (i.e., the incapacity to continue employment due to ill health or disability under applicable local employment and social security legislation and regulations); |
| c. | retirement in accordance with Article 9(6); or |
| d. | legal incapability. |
| 4. | For purposes of this Program, a “Bad Leaver” shall be an Option Holder whose employment with NXP or an Employing Company is terminated (i) following the Option Holder committing an act of theft, fraud or deliberate falsification of records in relation to his duties for NXP or the Employing Company, (ii) following the Option Holder being convicted of or pleading guilty to a serious criminal offence (misdrijf) relating to his duties for NXP or the Employing Company (excluding any motoring or non-duty related minor offence), which act or criminal offence referred to in (i) and/or (ii) has a material adverse effect upon NXP or the Employing Company, (iii) with immediate effect because of an urgent cause (dringende reden) as referred to in article 7:678 of the Dutch Civil Code for cause, or (iv) an Option Holder twelve (12) months period following the termination of employment, directly or indirectly and in any capacity whatsoever engage in any activities in competition with the activities of any member of the NXP group, including the Option Holder personally actively soliciting or personally actively endeavoring to entice away or personally actively recruiting any NXP employees in said period. |
| 5. | For purposes of this Program, an “Ordinary Leaver” shall be an Option Holder whose employment with NXP or an Employing Company is terminated and who is not a Bad Leaver or a Good Leaver. |
| 6. | For purposes of Article 9(0)(c), an Option Holder’s is deemed to be retired if his employment is terminated and he is eligible to receive an immediate (early) retirement benefit under an (early) retirement plan of an Employing Company under which such Option Holder was covered, provided that payment of such (early) retirement benefit commences immediately following such termination and subject to the terms, conditions or guidelines that NXP may apply to such Option Holder. In case no retirement plan is provided by NXP in the country where the Option Holder resides, retirement will be determined in the context of local practice, including, but not limited to, eligibility to a state retirement plan. With respect to an Option Holder 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 Option Holder’s employment shall be deemed terminated as a result of retirement if such Option Holder’s employment is terminated and, at the time of his or her termination of employment the Option Holder has at least five (5) years of service with an U.S. Employing Company and has attained the age of fifty-five (55) years. |
| Page 9 of 11 | NXP Stock Option Program | October 29, 2015 |
Article 10
Delivery and Custody Account
| 1. | NXP may require an Option Holder to maintain a Custody Account in connection with this Program. Nothing contained in this Program shall obligate NXP to establish or maintain or cause to establish or maintain a Custody Account for any Option Holder. The Option Holder will provide NXP with the details thereof. |
| 2. | Shares obtained upon exercise of Options, will be delivered by NXP, as soon as reasonably practical after the exercise, to the Option Holder’s Custody Account. |
| 3. | In case the Option Holder has failed to notify NXP with de details of his Custody Account, the Option Holder shall be deemed to have requested NXP to sell or cause to sell such corresponding Shares in accordance with Article 4(4)(a). |
Article 11
General Provisions
Insider trading rules
| 1. | Each Option Holder shall comply with any applicable “insider trading” laws and regulations, including the “NXP Semiconductor N.V. rules on holding and trading in NXP Securities”. |
Authority for this Program
| 2. | NXP shall have the authority to interpret this Program, to establish, amend, and rescind any rules and regulations relating to this Program, to determine and - if deemed necessary or advisable - amend the terms and conditions of any agreements entered into hereunder, to make all other determinations necessary or advisable for the administration of this Program. To the extent required by law, the general meeting of shareholders of NXP will be requested to adopt or approve such changes. |
| 3. | The terms and conditions in force from time to time are published on the NXP’ intranet and on the website of the administrator of this Program and apply to all Options granted and the Shares obtained under this Program. NXP may delegate the authority to perform administrative and operational functions with respect to this Program to officers or employees of subsidiaries of NXP and to service providers. |
Shareholder rights
| 4. | No Option Holder 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 the exercise of any Options until such Shares are actually delivered to him in accordance with 0 of this Program. |
Non-recurring discretionary grant
| 5. | Eligibility and participation shall be at the sole discretion of NXP or the Employing Company and as such do not qualify as terms and conditions of employment. The Grant in one year does not create rights for future years. |
| Page 10 of 11 | NXP Stock Option Program | October 29, 2015 |
| 6. | Options granted, Shares obtained or cash received under this Program shall not be considered as compensation in determining an Option Holder’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, pension or savings plan. |
| 7. | Nothing contained in this Program, Grant Letter or any agreement entered into pursuant hereto shall confer upon any Option Holder any right to be retained employed with any Employing Company, or to be entitled to any remuneration or benefits not set forth in this Program or interfere with or limit in any way with the right of any Employing Company or any of its subsidiaries to terminate such Option Holder’s employment or to discharge or retire any Option Holder at any time. |
Miscellaneous
| 8. | If a provision of this Program is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Program, this Program shall be construed as if the illegal or invalid provisions had not been included in this Program. |
| 9. | Where the context requires, words in either gender shall include also the other gender. |
Choice of law and forum
| 10. | This Program shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its principles of conflict of laws. Any dispute arising under or in connection with this Program shall be settled by the competent courts in Amsterdam, The Netherlands. |
● ● ● ● ●
| Page 11 of 11 | NXP Stock Option Program | October 29, 2015 |
| NXP Performance Stock Units Plan 2015/16 |
| PAGE 1 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
TERMS AND CONDITIONS
OF
NXP PERFORMANCE STOCK UNITS PLAN 2015/16
Article 1
Definitions
In this NXP Performance Stock Units Plan the following definitions shall apply:
| 1. Board: |
the board of directors of NXP. | |
| 2. Change of Control: |
a transaction or series of transactions or the conclusion of an agreement, which alone or taken together has the effect that as a result thereof a third party, or third parties acting in concert, obtains, whether directly or indirectly, Control of NXP. | |
| 3. Control: |
(i) the ownership, whether direct or indirect, of a party or parties acting in concert, of more than 50.1% percent of (a) the issued Share capital and/or (b) the voting rights in the general meeting of shareholders; or (ii) the right, whether direct or indirect, of a party or parties acting in concert to control the composition of the majority of the Board of NXP, or the majority of its voting rights, by contract or otherwise. | |
| 4. Custody Account: |
a custody account maintained in the name of a Participant. | |
| 5. Date of Grant: |
the date at which a Performance Stock Unit is granted pursuant to this Plan. The Dates of Grant of any Performance Stock Units shall be the same dates as the dates of publication of the NXP’ annual and/or quarterly results. As an exception, under this Program Performance Stock Units also may be granted at the date of completion of the merger transaction between NXP and Freescale Semiconductor, Ltd. The relevant Date of Grant and categorization of any Performance Stock Unit with respect to any grant hereunder shall be determined by NXP. | |
| 6. Date of Vesting: |
The date at which the relevant performance conditions and requisite service period, if any, as indicated in the Grant Letter, for the relevant Performance Stock Unit is met, subject to confirmation by NXP in accordance with a procedure established by NXP. In case performance conditions are combined with a requisite service period, the Date of Vesting will be the date at which both the performance conditions and the requisite service period have been met, | |
| 7. Eligible Individual: |
means an employee of the group of which NXP forms part or such other person as determined by or on behalf of the Board. | |
| PAGE 2 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
| 8. Employing Company: |
any company within the group of which NXP forms part and such other company as designated by or on behalf of the Board. | |
| 9. Good Reason: |
If the Participant does not have an employment agreement with the Employing Company in which Good Reason is defined, “Good Reason” means, in the absence of the Participant’s written consent, any of the following: (i) a material reduction by the Employing Company in the Participant’s base salary or target bonus unless the base salary or target bonus of other NXP employees or officers in a similar position is reduced by a similar percentage or amount as part of company-wide cost reductions; or (ii) a material diminution in the Participant’s duties or responsibilities (other than as a result of the Participant’s physical or mental incapacity which impairs his or her ability to materially perform his or her duties or responsibilities as confirmed by a doctor reasonably acceptable to the Participant or his or her representative and such diminution lasts only for so long as such doctor determines such incapacity impairs the Participant’s ability to materially perform his or her duties or responsibilities). A lateral job change that does not materially diminish the Participant’s duties or responsibilities and does not affect the Participant’s reporting relationship will not constitute Good Reason. | |
| 10. Grant Letter: |
the letter in which Performance Stock Units are granted to an Eligible Individual. | |
| 11. NXP: |
NXP Semiconductors N.V. | |
| 12. Participant: |
an individual who has accepted any Performance Stock Units under this Plan. | |
| 13. Performance Stock Unit: |
the conditional right granted to a Participant to receive one Share, subject to the terms and conditions of this Plan. | |
| 14. Plan: |
this NXP Performance Stock Units Plan. | |
| 15. Share: |
a common share in the share capital of NXP (to be) delivered under this Plan. | |
| PAGE 3 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
Article 2
Grant of Performance Stock Units
| 1. | Any Performance Stock Units may be granted by or on behalf of the Board to an Eligible Individual, subject to the terms and conditions of this Plan and any other NXP policies or guidelines that may apply to such individual. Any Performance Stock Units 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 NXP has not received, in accordance with a procedure established by NXP, a notice of rejection of such rights within fourteen (14) days of the Grant Letter or such later date as may be determined by NXP. |
| 2. | The Grant Letter shall reflect, inter alia, the Date of Grant, the number and category of Performance Stock Units awarded, the vesting schedule, the performance conditions and requisite service period, if any. |
Article 3
Vesting of a Performance Stock Unit
| 1. | A Performance Stock Unit will vest (i.e. become unconditional and the corresponding Shares will be delivered to the relevant Participant) on or immediately following the relevant Date of Vesting subject to (i) any relevant performance conditions, if and when indicated in the Grant Letter, being met, (ii) any specifications in the Grant Letter, (iii) the relevant Participant still being employed by any Employing Company upon expiration of the relevant vesting period (at the time the corresponding Shares be delivered to the relevant Participant), and (iv) Article 4 (Termination of Employment). In the event that the Participant’s employment is terminated by the Employing Company without the Participant being a Bad Leaver (as defined in Article 4(2)) or by the Participant for Good Reason, in either case within twelve months following a Change of Control, all unvested Performance Stock Units shall become immediately vested (for 100%, accelerated vesting), unless the Grant Letter stipulates differently. |
| 2. | Whether any performance conditions are met, and whether the relevant Participant is still employed by an Employing Company at the relevant time, will be established by NXP in accordance with a procedure established by NXP. |
Article 4
Termination of Employment
| 1. | Unvested Performance Stock Units shall lapse, on the earliest of the following occasions, without notice and without any compensation: |
| a. | if a Participant’s employment terminates and such Participant is no longer employed by any Employing Company; |
| b. | upon violation by the Participant of any provision of this Plan or the Grant Letter in which case the Performance Stock Units shall lapse on the date of such violation (rather than the date on which such violation comes to the attention of NXP). |
| 2. | For purposes of this Program, a “Bad Leaver” shall be a Participant whose employment with NXP or an Employing Company is terminated (i) following the Participant committing an act of theft, fraud or deliberate falsification of records in relation to his duties for NXP or the Employing |
| PAGE 4 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
| Company, (ii) following the Participant being convicted of or pleading guilty to a serious criminal offence (misdrijf) relating to his duties for NXP or the Employing Company (excluding any motoring or non-duty related minor offence), which act or criminal offence referred to in (i) and/or (ii) has a material adverse effect upon NXP or the Employing Company, (iii) with immediate effect because of an urgent cause (dringende reden) as referred to in article 7:678 of the Dutch Civil Code for cause, or (iv) a Participant twelve (12) months period following the termination of employment, directly or indirectly and in any capacity whatsoever engage in any activities in competition with the activities of any member of the NXP group, including the Participant personally actively soliciting or personally actively endeavoring to entice away or personally actively recruiting any NXP employees in said period. |
| PAGE 5 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
Article 5
Non-transferability
The Performance Stock Units are strictly personal, and may not be assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of in any manner nor may any transaction be entered into with the same effect. The Participant may not engage in any transactions on any exchange on the basis of any Performance Stock Units.
Article 6
Delivery and Holding of Shares
| 1. | NXP may require a Participant to maintain a Custody Account in connection with this Plan. Nothing contained in this Plan shall obligate NXP to establish or maintain or cause to establish or maintain a Custody Account for any Participant. The Participant will provide NXP with the details thereof. |
| 2. | Subject to the terms and conditions of this Plan and the Grant Letter, and further to the Participants election via the website, NXP will deliver a Share to a Participant on or as soon as reasonably practicable, and in any event within 2.5 months, after the relevant Date of Vesting. In no event shall NXP have any obligation to deliver any Shares to a Participant prior to the relevant Date of Vesting. |
| 3. | Any Shares to be delivered pursuant to Article 6 (2) will be credited to the Custody Account. |
Article 7
Capital Dilution
NXP may make any equitable adjustment or substitution of the number or kind of Shares subject to the Performance Stock Units, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by NXP, 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.
Article 8
Costs and Taxes
| 1. | All costs of delivering any Shares under this Plan to a Participant’s Custody 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 Performance Stock Units 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 Performance Stock Units, the ownership of the Performance Stock Units 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. |
| PAGE 6 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
| 3. | NXP 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 NXP or any other Employing Company to Participant, or requiring the Participant or beneficiary of the Participant, to pay to NXP an amount necessary to settle any Taxes and any costs determined by NXP necessary to be withheld in connection with this Plan (including, but not limited to, the grant of the Performance Stock Units or the delivery of any Shares under this Plan). |
Article 9
Cash Alternative
In exceptional circumstances, at the sole discretion of the Board, upon the Date of Vesting, NXP may advise a Participant resident outside the Netherlands to request in writing an amount in cash as an alternative to Shares. Upon such request the Participant is entitled to receive an amount in U.S. Dollars, equal to the price of a Share listed at the NASDAQ Global Select Market with dividend, if any, at closing of NASDAQ, multiplied by the relevant number of vested Performance Stock Units. If on the date of receipt of the request from the Participant, Shares have not been traded at NASDAQ, the price of a Share will be the opening price of the first subsequent trading day at NASDAQ. Any costs to be paid and any applicable Taxes due shall be deducted from the amount to be received by the Participant.
Article 10
General Provisions
Insider trading rules
| 1. | Each Participant shall comply with any applicable “insider trading” laws and regulations, including the “NXP Semiconductor N.V. rules on holding and trading in NXP Securities”. |
Authority for this Plan
| 2. | NXP shall have the authority to interpret this Plan, to establish, amend, and rescind any rules and regulations relating to this Plan, to determine and - if deemed necessary or advisable - amend the terms and conditions of any agreements entered into hereunder, to make all other determinations necessary or advisable for the administration of this Plan. To the extent required by law, the general meeting of shareholders of NXP will be requested to adopt or approve such changes. |
| 3. | The terms and conditions in force from time to time are published on the NXP’ intranet and on the website of the administrator of this Plan and apply to all Performance Stock Units granted and the Shares obtained under this Plan. NXP may delegate the authority to perform administrative and operational functions with respect to this Plan to officers or employees of subsidiaries of NXP and to service providers. |
Shareholder rights
| 4. | 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 the Performance Stock |
| PAGE 7 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
| Units until such Shares are actually delivered to him in accordance with Article 6 of this Plan. The Shares delivered shall carry the same rights as common shares of NXP traded at NASDAQ on the day on which these Shares are delivered. |
Non-recurring discretionary grant
| 5. | Eligibility and participation shall be at the sole discretion of NXP or the Employing Company and as such do not qualify as terms and conditions of employment. The Grant in one year does not create rights for future years. |
| 6. | The (value of) Performance Stock Units granted to, or Shares acquired by a Participant pursuant to such Performance Stock Unit 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, pension or savings plan. |
| 7. | Nothing contained in this Plan, Grant Letter or any agreement entered into pursuant hereto shall confer upon any Participant any right to be retained employed 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 or any of its subsidiaries to terminate such Participant’s employment or to discharge or retire any Participant at any time. |
Miscellaneous
| 8. | 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. |
| 9. | Where the context requires, words in either gender shall include also the other gender. |
Choice of law and forum
| 10. | 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. Any dispute arising under or in connection with this Plan shall be settled by the competent courts in Amsterdam, The Netherlands. |
● ● ● ● ●
| PAGE 8 OF 8 | NXP Performance Stock Units Plan | OCTOBER 29, 2015 |
| NXP Restricted Stock Units Plan 2015/16 |
| Page 1 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
TERMS AND CONDITIONS
OF
NXP RESTRICTED STOCK UNITS PLAN 2015/16
Article 1
Definitions
In this NXP Restricted Stock Units Plan the following definitions shall apply:
| 1. | Board: | the board of directors of NXP. | ||
| 2. | Change of Control: | a transaction or series of transactions or the conclusion of an agreement, which alone or taken together has the effect that as a result thereof a third party, or third parties acting in concert, obtains, whether directly or indirectly, Control of NXP. | ||
| 3. | Control: | (i) the ownership, whether direct or indirect, of a party or parties acting in concert, of more than 50.1% percent of (a) the issued Share capital and/or (b) the voting rights in the general meeting of shareholders; or (ii) the right, whether direct or indirect, of a party or parties acting in concert to control the composition of the majority of the Board of NXP, or the majority of its voting rights, by contract or otherwise. | ||
| 4. | Custody Account: | a custody account maintained in the name of a Participant. | ||
| 5. | Date of Grant: | the date at which a Restricted Stock Unit is granted pursuant to this Plan. The Dates of Grant of any Restricted Stock Units shall be the same dates as the dates of publication of the NXP’ annual and/or quarterly results. As an exception, under this Program Restricted Stock Units also may be granted at the date of completion of the merger transaction between NXP and Freescale Semiconductor, Ltd. The relevant Date of Grant and categorization of any Restricted Stock Unit with respect to any grant hereunder shall be determined by NXP. | ||
| 6. | Date of Vesting: | the date of vesting shall be the first, second or third anniversary of the Date of Grant of such Restricted Stock Unit as specified in the Grant Letter. For this purpose, Restricted Stock Units may be categorized as “1 Year Term Restricted Stock Units”, “2 Year Term Restricted Stock Units” or “3 Year Term Restricted Stock Units”. | ||
| 7. | Eligible Individual: | means an employee of the group of which NXP forms part or such other person as determined by or on behalf of the Board. | ||
| 8. | Employing Company: | any company within the group of which NXP forms part and such other company as designated by or on behalf of the Board. | ||
| Page 2 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
| 9. | Good Reason: | If the Participant does not have an employment agreement with the Employing Company in which Good Reason is defined, “Good Reason” means, in the absence of the Participant’s written consent, any of the following: (i) a material reduction by the Employing Company in the Participant’s base salary or target bonus unless the base salary or target bonus of other NXP employees or officers in a similar position is reduced by a similar percentage or amount as part of company-wide cost reductions; or (ii) a material diminution in the Participant’s duties or responsibilities (other than as a result of the Participant’s physical or mental incapacity which impairs his or her ability to materially perform his or her duties or responsibilities as confirmed by a doctor reasonably acceptable to the Participant or his or her representative and such diminution lasts only for so long as such doctor determines such incapacity impairs the Participant’s ability to materially perform his or her duties or responsibilities). A lateral job change that does not materially diminish the Participant’s duties or responsibilities and does not affect the Participant’s reporting relationship will not constitute Good Reason. | ||
| 10. | Grant Letter: | the letter in which Restricted Stock Units are granted to an Eligible Individual. | ||
| 11. | NXP: | NXP Semiconductors N.V. | ||
| 12. | Participant: | an individual who has accepted any Restricted Stock Units under this Plan. | ||
| 13. | Plan: | this NXP Restricted Stock Units Plan. | ||
| 14. | Restricted Stock Unit: | the conditional right granted to a Participant to receive one Share, subject to the terms and conditions of this Plan. Restricted Stock Units may be categorized as “1 Year Term Restricted Stock Units”, “2 Year Term Restricted Stock Units” or “3 Year Term Restricted Stock Units”, as applicable. | ||
| 15. | Share: | a common share in the share capital of NXP (to be) delivered under this Plan. | ||
| Page 3 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
Article 2
Grant of Restricted Stock Units
| 1. | Any Restricted Stock Units may be granted by or on behalf of the Board to an Eligible Individual, subject to the terms and conditions of this Plan and any other NXP policies or guidelines that may apply to such individual. Any Restricted Stock Units 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 NXP has not received, in accordance with a procedure established by NXP, a notice of rejection of such rights within fourteen (14) days of the Grant Letter or such later date as may be determined by NXP. |
| 2. | The Grant Letter shall reflect, inter alia, the Date of Grant, the number and category of Restricted Stock Units awarded, the vesting schedule and the performance conditions, if any. |
| Page 4 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
Article 3
Vesting of a Restricted Stock Unit
| 1. | A Restricted Stock Unit will vest (i.e. become unconditional and the corresponding Shares will be delivered to the relevant Participant) on or immediately following the relevant Date of Vesting subject to (i) any relevant performance conditions, if and when indicated in the Grant Letter, being met, (ii) any specifications in the Grant Letter, and (iii) Article 4 (Termination of Employment). In the event that the Participant’s employment is terminated by the Employing Company without the Participant being a Bad Leaver (as defined in Article 4(2)) or by the Participant for Good Reason, in either case within twelve months following a Change of Control, all unvested Restricted Stock Units shall become immediately vested ((for 100%, accelerated vesting), unless the Grant Letter stipulates differently. |
| 2. | Whether any performance conditions are met, and whether the relevant Participant is still employed by an Employing Company at the relevant time, will be established by NXP in accordance with a procedure established by NXP. |
Article 4
Termination of Employment
| 1. | Unvested Restricted Stock Units shall lapse, on the earliest of the following occasions, without notice and without any compensation: |
| a. | if a Participant’s employment terminates and such Participant is no longer employed by any Employing Company; |
| b. | upon violation by the Participant of any provision of this Plan or the Grant Letter in which case the Restricted Stock Units shall lapse on the date of such violation (rather than the date on which such violation comes to the attention of NXP). |
| 2. | For purposes of this Program, a “Bad Leaver” shall be a Participant whose employment with NXP or an Employing Company is terminated (i) following the Participant committing an act of theft, fraud or deliberate falsification of records in relation to his duties for NXP or the Employing Company, (ii) following the Participant being convicted of or pleading guilty to a serious criminal offence (misdrijf) relating to his duties for NXP or the Employing Company (excluding any motoring or non-duty related minor offence), which act or criminal offence referred to in (i) and/or (ii) has a material adverse effect upon NXP or the Employing Company, (iii) with immediate effect because of an urgent cause (dringende reden) as referred to in article 7:678 of the Dutch Civil Code for cause, or (iv) a Participant twelve (12) months period following the termination of employment, directly or indirectly and in any capacity whatsoever engage in any activities in competition with the activities of any member of the NXP group, including the Participant personally actively soliciting or personally actively endeavoring to entice away or personally actively recruiting any NXP employees in said period. |
Article 5
Non-transferability
The Restricted Stock Units are strictly personal, and may not be assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of in any manner nor may any transaction be entered into with the same effect. The Participant may not engage in any transactions on any exchange on the basis of any Restricted Stock Units.
| Page 5 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
Article 6
Delivery and Holding of Shares
| 1. | NXP may require a Participant to maintain a Custody Account in connection with this Plan. Nothing contained in this Plan shall obligate NXP to establish or maintain or cause to establish or maintain a Custody Account for any Participant. The Participant will provide NXP with the details thereof. |
| 2. | Subject to the terms and conditions of this Plan and the Grant Letter, and further to the Participants election via the website, NXP will deliver a Share to a Participant on or as soon as reasonably practicable, and in any event within 2.5 months, after the relevant Date of Vesting. In no event shall NXP have any obligation to deliver any Shares to a Participant prior to the relevant Date of Vesting. |
| 3. | Any Shares to be delivered pursuant to Article 6( 2) will be credited to the Custody Account. |
Article 7
Capital Dilution
NXP may make any equitable adjustment or substitution of the number or kind of Shares subject to the Restricted Stock Units, as it, in its sole discretion, deems equitable to reflect any significant corporate event of or by NXP, 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.
Costs and Taxes
| 1. | All costs of delivering any Shares under this Plan to a Participant’s Custody 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 Stock Units 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 Stock Units, the ownership of the Restricted Stock Units 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. | NXP 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 NXP or any other Employing Company to Participant, or requiring the Participant or beneficiary of the Participant, to pay to NXP an amount necessary to settle any Taxes and any costs determined by NXP necessary to be withheld in connection with this Plan (including, but not limited to, the grant of the Restricted Stock Units or the delivery of any Shares under this Plan). |
| Page 6 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
Article 8
Cash Alternative
In exceptional circumstances, at the sole discretion of the Board, upon the Date of Vesting, NXP may advise a Participant resident outside the Netherlands to request in writing an amount in cash as an alternative to Shares. Upon such request the Participant is entitled to receive an amount in U.S. Dollars, equal to the price of a Share listed at the NASDAQ Global Select Market with dividend, if any, at closing of NASDAQ, multiplied by the relevant number of vested Restricted Stock Units. If on the date of receipt of the request from the Participant, Shares have not been traded at NASDAQ, the price of a Share will be the opening price of the first subsequent trading day at NASDAQ. Any costs to be paid and any applicable Taxes due shall be deducted from the amount to be received by the Participant.
General Provisions
Insider trading rules
| 1. | Each Participant shall comply with any applicable “insider trading” laws and regulations, including the “NXP Semiconductor N.V. rules on holding and trading in NXP Securities”. |
Authority for this Plan
| 2. | NXP shall have the authority to interpret this Plan, to establish, amend, and rescind any rules and regulations relating to this Plan, to determine and - if deemed necessary or advisable - amend the terms and conditions of any agreements entered into hereunder, to make all other determinations necessary or advisable for the administration of this Plan. To the extent required by law, the general meeting of shareholders of NXP will be requested to adopt or approve such changes. |
| 3. | The terms and conditions in force from time to time are published on the NXP’ intranet and on the website of the administrator of this Plan and apply to all Restricted Stock Units granted and the Shares obtained under this Plan. NXP may delegate the authority to perform administrative and operational functions with respect to this Plan to officers or employees of subsidiaries of NXP and to service providers. |
Shareholder rights
| 4. | 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 the Restricted Stock Units until such Shares are actually delivered to him in accordance with Article 6 of this Plan. The Shares delivered shall carry the same rights as common shares of NXP traded at NASDAQ on the day on which these Shares are delivered. |
Non-recurring discretionary grant
| 5. | Eligibility and participation shall be at the sole discretion of NXP or the Employing Company and as such do not qualify as terms and conditions of employment. The Grant in one year does not create rights for future years. |
| Page 7 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
| 6. | The (value of) Restricted Stock Units granted to, or Shares acquired by a Participant pursuant to such Restricted Stock Unit 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, pension or savings plan. |
| 7. | Nothing contained in this Plan, Grant Letter or any agreement entered into pursuant hereto shall confer upon any Participant any right to be retained employed 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 or any of its subsidiaries to terminate such Participant’s employment or to discharge or retire any Participant at any time. |
Miscellaneous
| 8. | 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. |
| 9. | Where the context requires, words in either gender shall include also the other gender. |
Choice of law and forum
| 10. | 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. Any dispute arising under or in connection with this Plan shall be settled by the competent courts in Amsterdam, The Netherlands. |
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| Page 8 of 8 | NXP Restricted Stock Units Plan | October 29, 2015 |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/16 | |||
| For Period end: | 12/31/15 | SD | ||
| 10/29/15 | 6-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 NXP Semiconductors N.V. 10-K 12/31/23 142:17M 3/01/23 NXP Semiconductors N.V. 10-K 12/31/22 140:16M 3/21/22 NXP Semiconductors N.V. S-4 10:1.8M Donnelley … Solutions/FA 3/21/22 NXP Semiconductors N.V. S-4 7:1.1M Donnelley … Solutions/FA 2/24/22 NXP Semiconductors N.V. 10-K 12/31/21 145:16M 2/25/21 NXP Semiconductors N.V. 10-K 12/31/20 151:36M 9/16/16 SEC UPLOAD¶ 9/30/17 1:38K NXP Semiconductors N.V. 9/02/16 SEC UPLOAD¶ 9/30/17 1:160K NXP Semiconductors N.V. |