Form 8-K
8-K — uniQure N.V.
Accession: 0001104659-26-074067
Filed: 2026-06-15
Period: 2026-06-10
CIK: 0001590560
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — tm2617889d1_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (tm2617889d1_ex3-1.htm)
EX-10.1 — EXHIBIT 10.1 (tm2617889d1_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 10, 2026
uniQure
N.V.
(Exact Name of Registrant as Specified in Charter)
The Netherlands
001-36294
N/A
(State or Other
Jurisdiction of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Paasheuvelweg
25a,
1105 BP Amsterdam,
The Netherlands
N/A
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: +31-20-240-6000
(Former Name or Former Address, if Changed Since
Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class:
Trading
Symbol(s)
Name of each exchange on which
registered:
Ordinary
Shares, par value €0.05 per share
QURE
The
Nasdaq Stock Market LLC
The Nasdaq Global Select Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07, on June 10, 2026, at the 2026 Annual
General Meeting of Shareholders (the “Annual Meeting”), the shareholders of uniQure N.V. (the “Company”)
approved an amendment to the Company’s Amended and Restated 2014 Share Incentive Plan (the “2014 Plan”)
to increase the number of ordinary shares reserved for issuance thereunder (the “Plan Amendment”). The board
of directors of the Company (the “Board”) approved the Plan Amendment on April 14, 2026, and directed that
the Plan Amendment be submitted to a vote of the Company’s shareholders at the Annual Meeting. The Plan Amendment became effective
immediately upon its approval by shareholders at the Annual Meeting.
A description of the 2014 Plan and the Plan Amendment are set forth
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”)
on April 27, 2026 (the “Proxy Statement”). The foregoing description of the material terms of the 2014
Plan and the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014
Plan, as amended by the Plan Amendment, a conformed copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On June 10, 2026, at the Annual Meeting, the shareholders of
the Company approved proposed amendments to the Company’s articles of association (the “Articles of
Association”) to (i) reflect the Dutch large company regime, (ii) increase the Company's authorized share
capital, and (iii) provide that the federal district courts of the United States will serve as the exclusive forum for the
adjudication of certain legal disputes. Subsequent to such approval, the Company filed, on June 15, 2026, with the Dutch Trade
Register at the Netherlands Chamber of Commerce a deed of amendment (the “Deed of Amendment”), giving
effect to the exclusive forum provision and to the authorized ordinary share increase. A copy of the conformed Articles of
Association, giving effect to the Deed of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
On June 10, 2026, the Company held its Annual Meeting. There were
63,033,249 ordinary shares entitled to vote or be voted. 44,523,051 ordinary shares were voted in person or by proxy at the Annual Meeting.
The following are the voting results for the proposals considered and
voted upon at the Annual Meeting, all of which are described in the Proxy Statement.
Voting
Proposal 1 – Adoption of the 2025 Dutch statutory annual accounts and treatment of the results. This proposal was approved
as set forth below.
For
Against
Abstain
Broker Non-Votes
37,879,783
12,179
17,457
6,613,632
Voting
Proposal 2 – Discharge of liability of the members of the Board. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,560,795
297,403
51,221
6,613,632
Voting
Proposal 3 - Reappointment of Madhavan Balachandran as non-executive director. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,342,223
533,759
33,437
6,613,632
Voting
Proposal 4 - Reappointment of Jack Kaye as non-executive director. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,256,535
619,247
33,637
6,613,632
Voting
Proposal 5 - Reappointment of Leonard Post as non-executive director. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,326,031
550,517
32,871
6,613,632
Voting
Proposal 6 – Designation of the Board as the competent body to issue ordinary shares and grant rights to subscribe for
ordinary shares. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,615,862
228,624
64,933
6,613,632
Voting
Proposal 7 – Designation of the Board as the competent body to exclude or limit preemptive rights upon the issuance of
ordinary shares and granting of rights to subscribe for ordinary shares. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
33,851,683
3,997,674
60,062
6,613,632
Voting
Proposal 8 – Reauthorization of the Board to repurchase ordinary shares. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,753,778
132,203
23,438
6,613,632
Voting
Proposal 9 - Appointment KPMG Accountants N.V. as external auditors of the Company for the fiscal year 2026. This proposal
was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
44,419,027
82,473
21,551
0
Voting
Proposal 10 - Approval, on an advisory basis, the compensation of the named executive officers of the Company. This proposal
was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,422,626
414,084
72,709
6,613,632
Voting
Proposal 11 - Approval, on an advisory basis, of the frequency of advisory votes on the compensation of the named executive
officers of the Company. The results of the advisory vote are set forth below.
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
37,197,949
47,246
628,681
35,543
6,613,632
The Board considered the recommendation of the Company’s shareholders
and intends to present a proposal regarding an advisory vote on the compensation of the Company’s named executive officers to its
shareholders each year until the next vote on the frequency of future advisory votes on the compensation of the Company’s named
executive officers is held, which is expected to be no later than the Company’s 2032 annual general meeting of shareholders.
Voting
Proposal 12 - Resolution to adopt the Plan Amendment and authorize the Board to issue ordinary shares and grant rights to subscribe
for ordinary shares pursuant to the 2014 Plan (as amended by the Plan Amendment). This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,461,945
389,128
58,346
6,613,632
Voting
Proposal 13 - Resolution to adopt the amendment to the Company’s Articles of Association to reflect Dutch large company
regime. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
28,197,514
9,657,289
54,616
6,613,632
Voting
Proposal 14 - Resolution to adopt the amendment to the Company’s Articles of Association to increase the authorized share
capital and number of ordinary shares. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
37,616,838
265,504
27,077
6,613,632
Voting
Proposal 15 - Resolution to adopt the amendment to the Company’s Articles of Association to include a federal forum selection
provision. This proposal was approved as set forth below.
For
Against
Abstain
Broker Non-Votes
33,960,143
3,880,065
69,211
6,613,632
Based on the foregoing votes, the shareholders reappointed Madhavan
Balachandran, Jack Kaye, and Dr. Leonard Post as non-executive directors, each to serve until the end of the 2029 annual general
meeting of shareholders of the Company, and approved all other proposals set forth on the agenda for the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
3.1
Amended Articles of Association of uniQure N.V.
10.1
Amended and Restated 2014 Share Incentive Plan of uniQure N.V. (conformed to include the Amendment to the Amended and Restated 2014 Share Incentive Plan attached as Appendix A to the Proxy Statement)
104
Cover Page Interactive Data File (embedded with the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNIQURE N.V.
Date: June 15, 2026
By:
/s/ Jeannette Potts
Jeannette Potts
Chief Legal and Compliance Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2617889d1_ex3-1.htm · Sequence: 2
Exhibit 3.1
1
This is a translation into English of the
official Dutch version of the articles of association of a public company with limited liability under Dutch law. Definitions included
in article 1 below appear in the English alphabetical order but will appear in the Dutch alphabetical order in the official Dutch version.
In the event of a conflict between the English and Dutch texts, the Dutch text shall prevail.
ARTICLES OF ASSOCIATION
UNIQURE N.V.
1. DEFINITIONS.
In the articles of association
the following terms shall have the meaning as defined below:
- Annual Accounts: the annual accounts referred to in section
2:361 DCC;
- Annual Statement of Accounts: the Annual Accounts and, if applicable, the Annual Report as well as the additional information
referred to in section 2:392 DCC;
- Board: the corporate body of the Company consisting of the Executive Directors of the board in office and the Non-Executive
Directors of the board in office;
- Board Members: the Executive Directors of the Board in office and the Non-Executive Directors of the Board in office;
- Chief Executive Officer: the Executive Director appointed as chief executive officer as referred to in article 7.3.;
- Company: the public limited company which organisation is laid down in these articles of association;
- Executive Director: a Board member appointed as executive
director;
- DCC: the Dutch Civil Code;
- General Meeting: the corporate body that consists of Shareholders entitled to vote and all other persons entitled to vote /
the meeting in which Shareholders and all other persons entitled to attend general meetings assemble;
- Management Report: the annual report referred to in section
2:391 DCC;
- Meeting Rights: the right to, either in person or by proxy authorised in writing, attend the General Meeting and to address
such meeting;
- Non-Executive Director: a Board member appointed as non-executive
director;
- Persons entitled to attend General Meetings: Shareholders as well as holders of a right of use and enjoyment (vruchtgebruik)
and holders of a right of pledge with Meeting Rights;
- Persons entitled to vote: Shareholders with voting rights as well as holders of a right of use and enjoyment (vruchtgebruik)
and holders of a right of pledge with voting rights;
- Secretary: the secretary of the Company as referred to
in article 7.8.;
- Share: a share in the share capital of the Company;
- Shareholder: a holder of a Share;
- Subsidiary: a subsidiary as referred to in section 2:24a
DCC.
2
2. NAME. CORPORATE SEAT.
2.1. The name of the Company is: uniQure N.V.
Its corporate seat is in Amsterdam,
the Netherlands, and it may establish branch offices elsewhere.
2.2. Objects.
The objects of the Company
are:
(a) to research, develop, produce and commercialise products, services and technology in the (bio-)pharmaceutical sphere;
(b) to incorporate, participate in, conduct the management of and take any other financial interest in other companies and enterprises;
(c) to render administrative, technical, financial, economic or managerial services to other companies, persons or enterprises;
(d) to acquire, dispose of manage and exploit real and personal property, including patents, marks, licenses, permits and other intellectual
property rights;
(e) to borrow and/or lend moneys, act as surety or guarantor in any other manner, and bind itself jointly and severally or otherwise in
addition to or on behalf of others,
the foregoing, whether or not in
collaboration with third parties, and inclusive of the performance and promotion of all activities which directly and indirectly relate
to those objects, all this in the broadest sense.
3. SHARE STRUCTURE.
3.1. Authorised share capital
3.1.1. The authorized capital of the Company amounts to five million euro (EUR 5,000,000.00) divided into one hundred million (100,000,000)
shares, each with a nominal value of five eurocent (EUR 0.05).
3.1.2. The Shares shall be in registered form and shall be consecutively numbered from 1 onwards.
3.1.3. No share certificates shall be issued.
3.2. Issue of Shares.
3.2.1. Shares shall be issued pursuant to a resolution of the Board if by resolution of the General Meeting the Board has been authorised
for a specific period not exceeding five (5) years to issue Shares. The resolution granting the aforesaid authorisation must determine
the number and class of the Shares that may be issued. The authorisation may from time to time be extended for a period not exceeding
five (5) years. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn.
3.2.2. If and insofar as an authorisation as referred to in article 3.2.1 is not in force, the General Meeting shall have the power, upon
the proposal of the Board to resolve to issue Shares.
3.2.3. Article 3.2.1 and 3.2.2 shall equally apply to a grant of rights to subscribe for Shares, but shall not apply to an issue of
Shares to a person who exercises a previously acquired right to subscribe for Shares.
3.2.4. Save for the provisions of section 2:80 DCC, the issue price may not be below nominal value of the Shares.
3.2.5. Shares shall be issued by deed in accordance with the provisions of sections 2:86c and 2:96 DCC.
3
3.3. Payment for Shares.
3.3.1. Shares may only be issued against payment in full of the amount at which such Shares are issued and with due observance of the provisions
of sections 2:80a and 2:80b DCC.
3.3.2. Payment must be made in cash, unless an alternative contribution has been agreed. Payment other than in cash is made with due observance
of the provisions of section 2:94b DCC.
3.3.3. Payment in cash may be made in a foreign currency if the Company agrees to this. In that case, the payment obligation shall be fulfilled
for the amount up to which the amount paid up can be freely exchanged into euro. This rate of exchange shall be determined by the rate
of exchange prevailing on the day of payment or, after application of the provisions of the next sentence, on the day referred to there.
The Company may demand payment at the rate of exchange prevailing on a specific day within two (2) months prior to the last day on
which payment must have been made, provided that the Shares shall be included on the official list of any stock exchange immediately following
the issue.
3.3.4. The Company may grant loans for the purpose of a subscription for or an acquisition of Shares in its share capital subject to any
applicable statutory provisions.
3.3.5. The Board may perform legal acts as referred to in section 2:94 DCC without the prior approval of the General Meeting.
3.4. Pre-emptive rights.
3.4.1. Upon the issue of Shares, each Shareholder shall have a pre-emptive right to acquire such newly issued Shares in proportion to the
aggregate amount of his Shares, it being understood that this pre-emptive right shall not apply to:
(a) any issue of Shares to employees of the Company or employees of a group Company;
(b) Shares which are issued against payment in kind.
3.4.2. Pre-emptive rights may be limited or excluded by resolution of the General Meeting upon proposal of the Board. The Board shall have
the power to resolve upon the limitation or exclusion of the pre-emptive right, if and to the extent the Board has been designated by
the General Meeting. Such designation shall only be valid for a specific period of not more than five (5) years and may from time
to time be extended with a period of not more than five (5) years. Unless provided otherwise in the designation, the designation
cannot be cancelled.
A resolution of the General Meeting
to limit or exclude the pre-emptive rights as well as a resolution to designate the Board as referred to in this article 3.4.2 requires
a two thirds majority of the votes cast if less than half the issued share capital is represented at a meeting.
3.4.3. Without prejudice to section 2:96a DCC, the General Meeting or the Board, as the case may be, shall, when adopting a resolution to
issue Shares, determine the manner in which and the period within which such pre-emptive rights may be exercised.
3.4.4. The Company shall announce the issue with pre-emptive rights and the period within which such rights can be exercised in such manner
as shall be prescribed by applicable law and applicable stock exchange regulations, including, but not limited to, an announcement published
by electronic means of communication.
4
3.4.5. This article 3.4 shall equally apply to a grant of rights to subscribe for Shares, but shall not apply to an issue of Shares to a
person who exercises a previously acquired right to subscribe for Shares.
3.5. Depositary receipts for shares
The Company is not authorised
to cooperate in the issue of depositary receipts for Shares.
4. OWN SHARES. CAPITAL REDUCTION.
4.1. Acquisition of Shares.
4.1.1. Subject to authorisation by the General Meeting and with due observance of the applicable relevant statutory provisions, the Board
may resolve on the acquisition by the Company of fully paid-up Shares. Such authorisation shall only be valid for a specific period of
not more than eighteen (18) months and may from time to time be extended with a period of not more than eighteen (18) months. Acquisition
by the Company of non-paid up Shares is null and void.
4.1.2. The authorisation of the General Meeting as referred to in article 4.1.1 shall not be required if the Company acquires fully paid-up
Shares for the purpose of transferring such Shares, by virtue of an applicable employee stock purchase plan, to persons employed by the
Company or by a group Company, provided such Shares are quoted on the official list of any stock exchange.
4.2. Capital reduction.
4.2.1. With due observance of the statutory requirements the General Meeting may resolve at the proposal of the Board to reduce the issued
share capital by (i) reducing the nominal value of Shares by amending the articles of association, or (ii) cancelling:
(a) Shares in its own share capital which the Company holds itself in the Company’s share capital, or
(b) all issued Shares against repayment of the amount paid-up on
those Shares;
4.2.2. Partial repayment on Shares pursuant to a resolution to reduce their nominal value will be made proportionally.
5. TRANSFER.
5.1. Form of transfer of Shares.
5.1.1. The transfer of a Share shall require a deed executed for that purpose and, save in the event that the Company itself is a party to
the transaction, written acknowledgement by the Company of the transfer. The acknowledgement is to be made either in the transfer deed,
or by a dated statement endorsed upon the transfer deed or upon a copy of or extract from that deed certified by a notary (notaris)
or bailiff (deurwaarder), or in the manner as referred to in article 5.1.2. Service of notice of the transfer deed or of the aforesaid
copy or extract upon the Company shall be the equivalent of acknowledgement as stated in this paragraph.
5.1.2. The preceding paragraph shall apply mutatis mutandis to the transfer of any limited right to a Share, provided that a pledge may also
be created without acknowledgement by or service of notice upon the Company and that section 3:239 DCC applies, in which case acknowledgement
by or service of notice upon the Company shall replace the announcement referred to section 3:239, subsection 3 DCC.
5
6. REGISTERS. PLEDGE. USE AND ENJOYMENT (vruchtgebruik)
6.1. Shareholders register.
6.1.1. With due observance of the applicable statutory provisions in respect of registered shares, a shareholders register shall be kept
by or on behalf of the Company, which register shall be regularly updated and, at the discretion of the Board, may, in whole or in part,
be kept in more than one copy and at more than one address. Part of the shareholders register may be kept abroad in order to comply
with applicable foreign statutory provisions or applicable listing rules.
6.1.2. Each Shareholder’s name, his address and such further information as required by law or considered appropriate by the Board,
shall be recorded in the shareholders register.
6.1.3. The form and the contents of the shareholders register shall be determined by the Board with due observance of the articles 6.1.1
and 6.1.2.
6.1.4. Upon his request a Shareholder shall be provided free of charge with written evidence of the contents of the shareholders register
with regard to the Shares registered in his name, and the statement so issued may be validly signed on behalf of the Company by a person
to be designated for that purpose by the Board.
6.1.5. The provisions of the articles 6.1.3 and article 6.1.4 shall equally apply to persons who hold a right of use and enjoyment (vruchtgebruik)
or a right of pledge on one or more Shares.
6.2. Joint holding.
If through any cause whatsoever
one or more Shares are jointly held by two or more persons, such persons may jointly exercise the rights arising from those Shares, provided
that these persons be represented for that purpose by one from their midst or by a third party authorised by them for that purpose by
a written power of attorney.
The Board may, whether or not subject
to certain conditions, grant an exemption for the provision of the previous sentence.
6.3. Right of pledge.
6.3.1. Shares may be encumbered with a pledge as security for a debt.
6.3.2. If a Share is encumbered with a pledge, the voting right attached to that Share shall vest in the Shareholder, unless at the creation
of the pledge the voting right has been granted to the pledgee.
6.3.3. Shareholders who as a result of a right of pledge do not have voting rights, have Meeting Rights.
6.4. Right of use and enjoyment (vruchtgebruik).
6.4.1. Shares may be encumbered with a right of use and enjoyment.
6.4.2. If a Share is encumbered with a right of use and enjoyment, the voting right attached to that Share shall vest in the Shareholder,
unless at the creation of the right of use and enjoyment the voting right has been granted to the holder of the right of use and enjoyment.
6.4.3. Shareholders who as a result of a right of use and enjoyment do not have voting rights, have Meeting Rights.
6
7. BOARD.
7.1. Board: composition.
7.1.1. The Company shall be managed by the Board.
7.1.2. The Board shall consist of one or more Executive Directors and one or more Non-Executive Directors The board shall determine the number
of Executive Directors and the number of Non-Executive Directors, provided that the number of Executive Directors shall at all times be
less than the number of Non-Executive Directors.
Only natural persons can
be Non-Executive Director.
7.2. Board: appointment, suspension and dismissal.
7.2.1. The Executive Directors and the Non-Executive Directors shall be appointed as such by the General Meeting at the binding nomination
of the Non-Executive Directors.
7.2.2. If an Executive Director or Non-Executive Director is to be appointed, the Non-Executive Directors shall make a binding nomination
of at least the number of persons as prescribed by law.
The General Meeting may at all times
overrule the binding nomination by a resolution adopted by at least a two thirds majority of the votes cast, provided such majority
represents more than half the issued share capital. If the General Meeting overruled the binding nomination, the Non-Executive Directors
shall make a new nomination.
The nomination shall be included
in the notice of the General Meeting at which the appointment shall be considered.
If a nomination has not been made
or has not been made in due time, this shall be stated in the notice and the General Meeting shall be free to appoint a Board Member at
its discretion.
7.2.3. A resolution to appoint a Board Member that was not nominated by the Non-Executive Directors may only be adopted by at least a two
thirds majority of the votes cast, provided such majority represents more than half the issued share capital.
7.2.4. When a proposal for appointment of a person as Executive Director is made, the following particulars shall be stated: his age and
the position he holds or has held, insofar as these are relevant for the performance of the duties of an Executive Director. The proposal
must state the reasons on which it is based.
7.2.5. When a proposal for appointment of a person as Non-Executive Director is made, the following particulars shall be stated: his age,
his profession, the number of shares he holds and the positions he holds or has held, insofar as these are relevant for the performance
of the duties of a Non-Executive Director. Furthermore, the names of the legal entities of which he is already a non-executive director
shall be indicated; if those include legal entities which belong to the same group, reference of that group will be sufficient. The proposal
must state the reasons on which it is based.
7.2.6. Board Members are appointed for a maximum term of four (4) years, provided that, unless a Board Member resigns earlier, his term
of appointment shall end at the close of the annual General Meeting to be held in the fourth year after the year of his appointment.
A Board Member may be reappointed
with due observance of the preceding sentence. The Board shall draw up a retirement schedule for the Board Members.
7
7.2.7. The General Meeting shall at all times be entitled to suspend or dismiss a Board Member. The General Meeting may only adopt a resolution
to suspend or dismiss a Board Member by at least a two thirds majority of the votes cast, provided such majority represents more than
half the issued share capital.
A second General Meeting as referred
to in section 2:120, subsection 3 DCC may not be convened.
The Board shall also at all times
be entitled to suspend (but not to dismiss) an Executive Director. Within three (3) months after a suspension of a Board Member has
taken effect, the General Meeting or the Board if the Board resolves to suspend the Board Member, will resolve to either terminate or
extend the suspension for a maximum period of another three (3) months. The suspended Board Member shall be given the opportunity
to account for his actions at that meeting.
7.2.8. If neither such resolution is adopted or the General Meeting has resolved to dismiss the Board Member, the suspension shall terminate
after the period of suspension has expired.
7.2.9. In the event of the absence or inability to act of one or more Board Members, the powers of the Board remain intact, provided that:
(i) the Non-Executive Directors shall be authorised to temporarily fill the vacant position for a period up to the first General Meeting
or, in case of a Board Member unable to act, up to the moment he is no longer unable to act;
(ii) in the event of the absence or inability to act of all members of the Board, the Secretary shall temporarily be responsible for the
management of the Company until the vacancies have been filled.
In the event of the absence or inability
to act of all members of the Board, the Secretary shall as soon as possible take the necessary measures to make a definitive arrangement.
The term prevented from
acting means:
(i) suspension;
(ii) illness;
(iii) inaccessibility,
in the events referred to under
sub (ii) and (iii) without the possibility of contact between the Board Member concerned and the Company for a period of five
(5) days, unless the Board or the Secretary sets a different term in the case at hand.
7.3. Chief Executive Officer. Chairman of the Board.
7.3.1. The Board shall appoint an Executive Director as Chief Executive Officer for such period as the Board may decide. In addition, the
Board may grant other titles to an Executive Director.
7.3.2. The Board shall appoint a Non-Executive Director to be chairman of the Board for such period as the board may decide.
7.3.3. The Board may appoint one or more of the Non-Executive Directors as vice-chairman of the Board for such period as the Board may decide.
If the chairman is absent or unwilling to take the chair, a vice-chairman shall be entrusted with such duties of the chairman as the Board
may decide.
7.3.4. If no chairman has been appointed or if the chairman is absent or unwilling to take the chair, a meeting of the Board shall be presided
over by a vice-chairman or in the event of his absence or unwillingness to take the chair, by a Board Member or another person present
designated for such purpose by the meeting.
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7.4. Board: remuneration.
7.4.1. The Company must establish a policy in respect of the remuneration of the Board. The remuneration policy is adopted by the General
Meeting upon the proposal of the Non-Executive Directors.
The remuneration of the Executive
Directors shall be determined by the Non-Executive Directors with due observance of the remuneration policy adopted by the General Meeting.
The remuneration of the Non-Executive Directors shall be determined by the Board with due observance of the remuneration policy adopted
by the General Meeting.
7.4.2. A proposal with respect to remuneration schemes in the form of Shares or rights to Shares is submitted by the Non-Executive Directors
to the General Meeting for its approval.
This proposal must set out at least
the maximum number of Shares or rights to Shares to be granted to members of the Board and the criteria for granting or amendment.
7.5. Board: meetings.
7.5.1. Meetings of the Board may be called at any time, either by one or more Board Members or, on his or their instructions, by the Secretary.
7.5.2. The Secretary may attend the meetings of the Board. The board may decide to permit others to attend a meeting as well.
7.5.3. Each Board Member will have the right to cast one (1) vote. The Board shall adopt its resolutions by an absolute majority of
votes cast. In the event of a tie, the proposal shall be considered rejected.
7.5.4. A Board Member will not participate in deliberations and the adoption of resolutions in respect of which he has a personal direct
or indirect conflict of interest with the company or its enterprise. If all Board Members have a conflict of interest, the resolution
concerned will be adopted by the General Meeting.
7.5.5. The minutes of meetings of the Board shall be kept by the Secretary. The minutes shall be adopted by the Board at the same meeting
or at a subsequent meeting.
If the Board has adopted resolutions
without holding a meeting, the Secretary shall keep a record of each resolution adopted without holding a meeting. Such record shall be
signed by the chairman and the Secretary.
7.6. Board: powers, division of duties, restrictions.
7.6.1. The Board shall be entrusted with the management of the Company and shall for such purpose have all the powers within the limits of
the law that are not granted by the articles of association to others. The day to day management of the Company shall be entrusted to
the Executive Directors. The task to supervise the performance by the Directors of their duties cannot be taken away from the Non-Executive
Directors.
7.6.2. With due observance of the articles of association the Board shall adopt one or more sets of regulations dealing with such matters
as its internal organisation, the manner in which decisions are taken, the composition, the duties and organisation of committees as referred
to in article 7.6.4. and any other matters concerning the Board, the Chief Executive Officer, the Executive Directors, the Non-Executive
Directors and the committees established by the Board.
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7.6.3. The Executive Directors may adopt legally valid resolutions with respect to matters that fall within the scope of their duties referred
to in article 7.6.1. and 7.6.2. The Non-Executive Directors may also adopt legally valid resolutions with respect to matters that fall
within the scope of their duties referred to in article 7.6.1. and 7.6.2.
7.6.4. The Board may establish such committees as it may deem necessary which committees may consist of one or more Board Members or of other
persons.
7.6.5. The Executive Directors shall timely provide the Non-Executive Directors with all information required for the exercise of their duties.
7.6.6. Without prejudice to any other applicable provisions of these articles of association, the Board shall require the approval of the
General Meeting for resolutions of the Board regarding a significant change in the identity or nature of the Company or the enterprise,
including in any event:
(a) the transfer of the enterprise or practically the entire enterprise
to a third party;
(b) the entry into or termination of any long-lasting cooperation by the Company or a Subsidiary with any other legal person or company
or as a fully liable general partner of a limited partnership or a general partnership, provided that such cooperation or the termination
thereof is of significant importance to the Company; and
(c) the acquisition or disposal of a participating interest in the capital of a Company with a value of at least one-third of the sum
of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted Annual Accounts
of the Company, by the Company or a Subsidiary.
7.7. Representation.
7.7.1. The Board as well as two (2) Executive Directors acting jointly are authorised to represent the Company. In case only one Executive
Director is in office, such Executive Director is authorised to represent the Company acting independently
7.7.2. The Board may grant one or more persons, whether or not employed by the Company, the power to represent the Company (procuratie)
or grant the power to represent the Company on a continuing basis in a different manner.
7.8. Secretary.
7.8.1. The Board shall appoint a Secretary from outside its members.
7.8.2. The Secretary shall participate in the meetings of the Board, as well as the meetings of the committees established by the Board,
this in conformity with the regulations to be decided upon.
7.8.3. The Secretary shall further have such powers as are assigned to him by the articles of association and, subject to the articles of
association, by the Board on or after his appointment.
7.8.4. The Secretary may be removed from office at any time by the
Board.
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7.9. Indemnification Board Members.
7.9.1. Unless Dutch law provides otherwise, the following shall be reimbursed to current and former members of the Board:
(a) the reasonable costs of conducting a defence against claims based on acts or failures to act in the exercise of their duties or any
other duties currently or previously performed by them at the Company’s request;
(b) any damages or fines payable by them as a result of an act or failure to act as referred to under a;
(c) the reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Board,
with the exception of proceedings primarily aimed at pursuing a claim on their own behalf.
There shall be no entitlement to
reimbursement as referred to above if and to the extent that:
(d) a Dutch court or, in the event of arbitration, an arbitrator has established in a final and conclusive decision that the act or failure
to act of the person concerned can be characterised as wilful (opzettelijk), intentionally reckless (bewust roekeloos) or
seriously culpable (ernstig verwijtbaar) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances
of the case, be unacceptable according to standards of reasonableness and fairness; or
(e) the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial
loss.
If and to the extent that it has
been established by a Dutch court or, in the event of arbitration, an arbitrator in a final and conclusive decision that the person concerned
is not entitled to reimbursement as referred to above, he shall immediately repay the amount reimbursed by the Company.
7.9.2. The Company may take out liability insurance for the benefit
of the persons concerned.
7.9.3. The Board may by agreement give further implementation to the
above.
8. GENERAL MEETINGS.
8.1. General Meetings.
8.1.1. General Meetings shall be held in Amsterdam or in the municipality of Haarlemmermeer (Schiphol Airport).
8.1.2. A General Meeting shall be held once a year, no later than six (6) months after the end of the financial year of the Company.
8.1.3. The Board shall provide the General Meeting with all requested information, unless this would be contrary to an overriding interest
of the Company. If the Board invokes an overriding interest, it must give reasons.
8.2. Extraordinary General Meetings.
Extraordinary General Meetings shall
be convened by the Board or by those who are authorised by law or pursuant to these articles of association to do so.
8.3. General Meetings: notice and agenda.
8.3.1. Notice of the General Meeting shall be given by the Board or by those who are authorised by law or pursuant to these articles of association
to do so upon a term of at least such number of days prior to the day of the meeting as required by law, in accordance with law and the
regulations of the stock exchange where the Shares in the share capital of the Company at the Company’s request are officially listed.
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8.3.2. The Board or the person who is authorised by law or pursuant to these articles of association to convene the meeting may decide that
the convocation letter in respect of a person authorised to attend a General Meeting who agrees thereto, is replaced by a legible and
reproducible message sent by electronic mail to the address indicated by him to the Company for such purpose.
8.3.3. The notice shall state the subjects on the agenda or shall inform the persons authorised to attend a General Meeting that they may
inspect the agenda at the office of the Company and that copies thereof are obtainable at such places as are specified in the notice.
8.3.4. The agenda for the annual General Meeting shall in any case
include the following items:
(a) the consideration of Annual Statement of Accounts;
(b) the adoption of the Annual Accounts;
(c) the appropriation of profits;
(d) proposals relating to the composition of the Board, including the filling of any vacancies in the Board;
(e) the proposals placed on the agenda by the Board together with proposals made by Shareholders in accordance with provisions of the
law and the provisions of the articles of association.
8.3.5. A matter, the consideration of which has been requested in writing by one or more Shareholders, representing solely or jointly at
least the percentage prescribed by law of the issued share capital, will be placed on the notice or will be announced in the same manner
if the Company has received the request not later than on the date as prescribed by law.
8.3.6. The Board shall inform the General Meeting by means of a shareholders’ circular or explanatory notes to the agenda of all facts
and circumstances relevant to the proposals on the agenda.
8.4. General Meetings: attendance of meetings.
8.4.1. The persons who are entitled to attend the General Meeting are
persons who:
(i) are a Shareholder or a person who is otherwise entitled to attend the General Meeting as per a certain date, determined by the Board,
such date hereinafter referred to as: the “record date”;
(ii) are as such registered in a register (or one or more parts thereof) designated thereto by the Board, hereinafter referred to as: the
“register”; and
(i) have given notice in writing to the Company prior to a date set in the notice that they will attend a General Meeting,
regardless of who will be Shareholder
at the time of the meeting. The notice will contain the name and the number of Shares the person will represent in the meeting. The provision
above under (iii) concerning the notice to the Company also applies to the proxy holder of a person authorised to attend a General
Meeting.
8.4.2. The Board may decide that Persons entitled to attend General Meetings and vote thereat may, within a period prior to the General Meeting
to be set by the Board, which period cannot begin prior to the record date as meant in article 8.4.1, cast their votes electronically
in a manner to be decided by the Board. Votes cast in accordance with the previous sentence are equal to votes cast at the meeting.
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8.4.3. The Board may decide that the business transacted at a General Meeting can be taken note of by electronic means of communication.
8.4.4. The Board may decide that each person entitled to attend General Meetings and vote thereat may, either in person or by written proxy,
vote at that meeting by electronic means of communication, provided that such person can be identified via the electronic means of communication
and furthermore provided that such person can directly take note of the business transacted at the General Meeting concerned. The Board
may attach conditions to the use of the electronic means of communication, which conditions shall be announced at the convocation of the
General Meeting and shall be posted on the Company’s website.
8.4.5. Board Members shall have admission to the General Meetings. They shall have an advisory vote at the General Meetings.
8.4.6. Furthermore, admission shall be given to the persons whose attendance at the General Meeting is approved by the chairman of the meeting.
8.4.7. All issues concerning the admittance to the General Meeting shall be decided by the chairman of the meeting.
8.5. General Meetings: order of the meeting, minutes.
8.5.1. The General Meeting will be chaired by the chairman of the Board or in his absence by one of the other Non-Executive Directors designated
by the Board; if none of the Non-Executive Directors is present at the meeting, the meeting will be chaired by one of the Executive Directors
designated by the Board. The chairman shall designate the secretary.
8.5.2. The chairman of the meeting shall determine the order of proceedings at the meeting with due observance of the agenda and he may restrict
the allotted speaking time or take other measures to ensure orderly progress of the meeting.
8.5.3. All issues concerning the proceedings at the meeting, shall be decided by the chairman of the meeting.
8.5.4. Minutes shall be kept of the business transacted at the meeting unless a notarial record is prepared thereof. Minutes shall be adopted
and in evidence of such adoption be signed by the chairman and the secretary of the meeting concerned.
8.5.5. A certificate signed by the chairman and the secretary of the meeting confirming that the General Meeting has adopted a particular
resolution, shall constitute evidence of such resolution vis-à-vis third parties.
8.6. General Meetings: adoption of resolutions.
8.6.1. Unless another majority of votes or quorum is required by virtue of the law, all resolutions of the General Meeting shall be adopted
by at least a simple majority of the votes cast, in a meeting where more than one-third of the issued share capital is represented.
A second meeting referred
to in article 2:120, subsection 3 DCC cannot be convened.
8.6.2. Each Share confers the right to cast one (1) vote at the
General Meeting.
Blank votes and invalid
votes shall be regarded as not having been cast.
8.6.3. No votes may be cast at the General Meeting in respect of Shares which are held by the Company or any of its Subsidiaries.
Holders of a right of use and enjoyment
(vruchtgebruik) and pledgees of Shares which belong to the Company or its Subsidiaries shall not be excluded from the right to
vote if the right of use and enjoyment or pledge was created before the Shares concerned were held by the Company or a Subsidiary of the
Company and at the creation of the right of pledge or the right of use and enjoyment, the voting rights were granted to the pledgee or
holder of the right of use and enjoyment.
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8.6.4. The chairman of the General Meeting determines the method of
voting.
8.6.5. The ruling pronounced by the chairman of the General Meeting in respect of the outcome of any vote taken at a General Meeting shall
be decisive. The same shall apply to the contents of any resolution passed.
8.6.6. Any and all disputes with regard to voting for which neither the law nor the articles of association provide shall be decided by the
chairman of the General Meeting.
9. FINANCIAL YEAR. AUDITOR.
9.1. Financial year; Annual Statement of Accounts.
9.1.1. The financial year of the Company shall be the calendar year.
9.1.2. Annually, within the term set by law, the Board shall prepare
Annual Accounts.
The Annual Accounts shall be accompanied
by the auditor’s statement referred to in article 9.2.1, if the instruction referred to in that article has been given, by the Report
of the Board of Directors, unless section 2:391 DCC does not apply to the Company, as well as by the other particulars to be added to
those documents by virtue of applicable statutory provisions.
The Annual Accounts shall be signed
by all Board Members; if the signature of one or more of them is lacking, this shall be disclosed, stating the reasons therefor.
9.1.3. The Company shall ensure that the Annual Accounts as prepared, the Report of the Board of Directors (if applicable) and the other
particulars referred to in article 9.1.2 shall be made available at the office of the Company as of the date of the notice of the General
Meeting at which they are to be discussed.
The Shareholders and other Persons
entitled to attend General Meetings may inspect the above documents at the office of the Company and obtain a copy thereof free of charge.
9.2. Auditor.
9.2.1. The General Meeting shall instruct a registered accountant or another expert, as referred to in section 2:393, subsection 1 DCC, both
hereinafter called: the “auditor”, to audit the Annual Accounts prepared by the Board, in accordance with the provisions of
section 2:393, subsection 3 DCC. The auditor shall report on his audit to the Board and shall present the results of his examination regarding
the accuracy of the Annual Accounts in an auditor’s statement.
9.2.2. If the General Meeting fails to give such instructions, then the Board shall be so authorised.
9.2.3. The instruction given to the auditor may be revoked by the General Meeting and by the corporate body which has given such instruction.
The instruction may only be revoked
for good reasons with due observance of section 2:393, subsection 2 DCC.
9.2.4. The Board may give instructions to the auditor or any other auditor at the expense of the Company.
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10. PROFITS.
10.1. Profit and loss. Distributions on Shares.
10.1.1. The Board will keep a share premium reserve and profit reserve
for the Shares.
10.1.2. The Company may make distributions on Shares only to the extent that its shareholders’ equity exceeds the sum of the paid-up
and called-up part of the capital and the reserves which must be maintained by law.
10.1.3. Distributions of profit, meaning the net earnings after taxes shown by the adopted Annual Accounts, shall be made after the adoption
of the Annual Accounts from which it appears that they are permitted, without prejudice to any of the other provisions of these articles
of association.
10.1.4. The Board may determine that any amount out of the profit shall
be added to the reserves.
10.1.5. The profit remaining after application of article 10.1.4 shall be at the disposal of the General Meeting, which may resolve to carry
it to the reserves or to distribute it among the Shareholders.
10.1.6. On a proposal of the Board the General Meeting may resolve to distribute to the Shareholders a dividend in the form of Shares in the
share capital of the Company.
10.1.7. Subject to the other provisions of this article 10.1 the General Meeting may, on a proposal made by the Board resolve to make distributions
to the Shareholders to the debit of one (1) or several reserves which the Company is not prohibited from distributing by virtue of
the law.
10.1.8. No dividends shall be paid on Shares held by the Company in its own share capital, unless such Shares are encumbered with a right
of use and enjoyment (vruchtgebruik) or pledge.
10.2. Interim distributions.
10.2.1. The Board may resolve to make interim distributions to the Shareholders if an interim statement of assets and liabilities shows that
the requirement of article 10.1.2 has been met.
10.2.2. The interim statement of assets and liabilities shall relate to the condition of the assets and liabilities on a date no earlier than
the first day of the third month preceding the month in which the resolution to distribute is published. It shall be prepared on the basis
of generally acceptable valuation methods. The amounts to be reserved under the law and these articles of association shall be included
in the statement of assets and liabilities. It shall be signed by the Board Members. If the signature of one or more of them is lacking,
this shall be disclosed, stating the reasons therefor.
10.2.3. Any proposal for distribution of dividend on Shares and any resolution to distribute an interim dividend on Shares shall immediately
be published by the Board in accordance with the regulations of the stock exchange where the Shares at the Company’s request are
officially listed. The notification shall specify the date when and the place where the dividend shall be payable or - in the case of
a proposal for distribution of dividend - is expected to be made payable.
10.2.4. Dividends shall be payable no later than thirty (30) days after the date they were declared, unless the body declaring the dividend
determines a different date.
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10.2.5. Dividends which have not been claimed upon the expiry of five (5) years and one (1) day after the date when they became
payable shall be forfeited to the Company and shall be carried to the reserves.
10.2.6. The Board may determine that distributions on Shares shall be made payable either in euro or in another currency.
11. AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISSOLUTION OF THE COMPANY.
11.1. A resolution to amend the articles of association or to dissolve the Company may only be adopted at the proposal of the Board.
11.2. Liquidation.
11.2.1. On the dissolution of the Company, the liquidation shall be carried out by the Board, unless otherwise resolved by the General Meeting.
11.2.2. Pending the liquidation the provisions of these articles of association shall remain in force to the fullest extent possible.
11.2.3. The surplus assets of the Company remaining after satisfaction of its debts shall, in accordance with the provisions of section 2:23b
DCC, be for the benefit of the Shareholders in proportion to the nominal value amount of the Shares held by each of them.
12. FEDERAL FORUM SELECTION.
Unless the Company consents in writing
to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the
United States Securities Act of 1933, as amended, to the fullest extent permitted by applicable law, shall be the United States federal
district courts.
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2617889d1_ex10-1.htm · Sequence: 3
Exhibit 10.1
uniQure N.V.
2014 Share Incentive Plan
(Amended and Restated Effective as of June 10,
2026)
1. Purpose
The purpose of this 2014 Share
Incentive Plan, as herein amended and restated (the “Plan”) of uniQure N.V., a public limited company incorporated
under the laws of the Netherlands (the “Company”), is to advance the interests of the Company’s shareholders
by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the
Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better
align the interests of such persons with those of the Company’s shareholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the U.S. Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”)
and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a
controlling interest, as determined by the Board of Directors of the Company (the “Board”). The Plan was initially
effective as of January 9, 2014 and was most recently amended and restated effective as of June 11, 2025. This amendment and restatement
of the Plan is effective as of June 10, 2026 (the “2026 Amendment Effective Date”).
Changes made effective as
of the 2026 Amendment Effective Date only apply to Awards (as defined below) granted on or after the 2026 Amendment Effective Date. Awards
granted prior to the 2026 Amendment Effective Date shall continue to be governed by the applicable Award agreements and the terms of the
Plan in effect prior to the 2026 Amendment Effective Date, and the Board shall administer such Awards in accordance with such terms.
2. Eligibility
All of the Company’s
employees, executive directors and non-executive directors, as well as consultants and advisors to the Company (as such terms are defined
and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any
successor form) are eligible to be granted Awards under the Plan. Eligibility to participate in the Plan shall be determined at the sole
discretion of the Board. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award”
means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Shares (as defined in Section 7), Restricted Share
Units (as defined in Section 7) and Other Share-Based Awards (as defined in Section 8).
3. Administration
and Delegation
(a) Administration
by the Board. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe
and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it
shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion
and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.
(b) Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated
to such Committee.
4. Shares
Available for Awards
(a) Number
of Shares; Share Counting.
(1) Authorized
Number of Shares. Subject to adjustment under this Section 4(a) and Section 9, the aggregate number of ordinary shares (€0.05
par value per share) of the Company (the “Ordinary Shares”) that may be issued with respect to Awards granted under
the Plan on or after the 2026 Amendment Effective Date shall be the sum of: (i) 8,096,384 Ordinary Shares, which is the number of shares
that remained available for Awards under the Plan as of March 31, 2026 (assuming target performance of performance-based awards), (ii)
2,593,895 Ordinary Shares, which is the number of shares subject to outstanding Awards under the Plan as of March 31, 2026 (assuming target
performance of performance-based Awards), and (iii) 350,000 shares.
(2) Share
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:
(A) the
gross number of Ordinary Shares covered by SARs shall be counted against the number of shares available for the grant of Awards under
the Plan; provided, however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants a SAR
in tandem with an Option for the same number of Ordinary Shares and provides that only one such Award may be exercised (a “Tandem
SAR”), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration
of one in connection with the other’s exercise will not restore shares to the Plan; and
(B) Ordinary
Shares delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase Ordinary Shares
upon the exercise of an Award or (ii) satisfy tax withholding obligations with respect to Awards (including shares retained from the Awards
creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards. For the avoidance
of doubt, to the extent that the Company repurchases Ordinary Shares on the open market with the proceeds of the exercise price or purchase
price of Awards, such shares shall not be added back to the number of shares available for the future grant of Awards.
(b) Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property
or stock of an entity, the Board may grant Awards in substitution for any options or other share or share-based awards granted by
such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the
circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the
overall share limit set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the
Code.
5. Share
Options
(a) General.
The Board may grant options to purchase Ordinary Shares (each, an “Option”) and determine the number of Ordinary Shares
to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each
Option, including conditions relating to applicable securities laws, as it considers necessary or advisable. No dividends or dividend
equivalents shall be paid with respect to Options.
(b) Incentive
Share Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code
(an “Incentive Share Option”) shall only be granted to employees of uniQure N.V., any of uniQure N.V.’s present
or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of
which are eligible to receive Incentive Share Options under the Code, and shall be subject to and shall be construed consistently with
the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Share Option shall be designated a “Share
Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Share Option is not an Incentive Share Option or if the Company converts an Incentive Share Option to a Share
Option. On and after the 2026 Amendment Effective Date, Awards with respect to a maximum of 2,943,895 Ordinary Shares may be granted in
the form of Incentive Share Options under the Plan.
(c) Exercise
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement,
which shall be not less than 100% of the Fair Market Value per Ordinary Share on the date the Option is granted; provided, however, that
if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not
less than 100% of the Fair Market Value on such future date. For purposes of the Plan, unless otherwise required by applicable law, the
Fair Market Value per Ordinary Share as of any date shall be (A) if the Ordinary Shares are readily tradeable on a national securities
exchange or other market system, either (I) or (II), as determined by the Board on or prior to the date of grant, where (I) is the average
of the closing sales prices of the Ordinary Shares during regular trading hours for the ten trading days following the date of grant and
(II) is the closing sales price of the Ordinary Shares during regular trading hours on the date of grant, or (B) if the Ordinary Shares
are not readily tradeable on a national securities exchange or other market system, the amount determined in good faith by (or in a manner
approved by) the Board (“Fair Market Value”). Notwithstanding the foregoing (x) for purposes of any Option intended
to be an Incentive Share Option, Fair Market Value shall be determined in accordance with the applicable provisions of Section 422 of
the Code and the corresponding regulations, (y) for purposes of any Share Option granted to a Participant who is subject to taxation in
the United States, Fair Market Value shall be determined in accordance with the applicable provisions of Section 409A of the Code and
the corresponding regulations and (z) in no event shall the exercise price of any Option be less than the nominal value per Ordinary Share.
(d) Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the
applicable Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.
(e) Exercise
of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved
by the Company, together with payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of shares
for which the Option is exercised. Ordinary Shares subject to the Option will be delivered by the Company as soon as practicable following
exercise.
(f) Payment
Upon Exercise. Ordinary Shares purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:
(1) By
wire transfer, in cash or by check, payable to the order of the Company;
(2) except
as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise
price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax
withholding;
(3) to
the extent provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by delivery (either by actual
delivery or attestation) of Ordinary Shares owned by the Participant valued at their Fair Market Value, provided (i) such method of payment
is then permitted under applicable law, (ii) such Ordinary Shares, if acquired directly from the Company, were owned by the Participant
for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Ordinary Shares are not subject
to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
(4) to
the extent provided for in the applicable Share Option agreement or approved by the Board in its sole discretion, by delivery of a notice
of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the
portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion
of the Option being exercised divided by (B) the Fair Market Value on the date of exercise;
(5) to
the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion,
by payment of such other lawful consideration as the Board may determine; or
(6) by
any combination of the above-permitted forms of payment.
6. Share
Appreciation Rights
(a) General.
The Board may grant Awards consisting of share appreciation rights (“SARs”) entitling the holder, upon exercise,
to receive an amount of Ordinary Shares or cash or a combination thereof (such form to be determined by the Board) determined by
reference to appreciation, from and after the date of grant, in the Fair Market Value of an Ordinary Share over the measurement
price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. No
dividends or dividend equivalents shall be paid with respect to SARs.
(b) Measurement
Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement
price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant
of a SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.
(c) Duration
of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable
SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.
(d) Exercise
of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by
the Company, together with any other documents required by the Board.
7. Restricted
Shares; Restricted Share Units
(a) General.
The Board may grant Awards entitling recipients to acquire Ordinary Shares (“Restricted Shares”), subject to the right
of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture
of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are
not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may
also grant Awards entitling the recipient to receive Ordinary Shares or cash to be delivered upon or following the date the Award vests
(“Restricted Share Units”) (Restricted Shares and Restricted Share Units are each referred to herein as a “Restricted
Share Award”).
(b) Terms
and Conditions for All Restricted Share Awards. The Board shall determine the terms and conditions of a Restricted Share Award, including
the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.
(c) Additional
Provisions Relating to Restricted Shares; Dividends. Any dividends (whether paid in cash or shares) declared and paid by the Company
with respect to Restricted Shares (“Accrued Dividends”) shall be paid to the Participant only if and when such shares
become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will
be made no later than the end of the calendar year in which the dividends are paid to shareholders of that class of shares or, if later,
the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable
to the underlying Restricted Shares. For the avoidance of doubt, dividends declared and paid by the Company with respect to Restricted
Shares that are subject to restrictions on transfer and forfeitability shall be paid if and to the extent that the restrictions on transfer
and forfeitability with respect to the underlying Restricted Shares lapse, as determined by the Board.
(d) Additional
Provisions Relating to Restricted Share Units.
(1) Settlement.
Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Share Unit, the Participant
shall be entitled to receive from the Company the number of shares of Ordinary Shares set forth in the applicable Award agreement or (if
so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of such number of Ordinary Shares. The
Board may, in its discretion, provide that settlement of Restricted Share Units shall be deferred, on a mandatory basis or at the election
of the Participant in a manner that complies with Section 409A of the Code.
(2) Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Share Units.
(3) Dividend
Equivalents. The Award agreement for Restricted Share Units may provide Participants with the right to receive an amount equal to
any dividends or other distributions declared and paid on an equal number of outstanding Ordinary Shares (“Dividend Equivalents”).
Dividend Equivalents may be paid currently (but only to the extent the Restricted Share Units are vested) or credited to an account for
the Participant, may be settled in cash and/or Ordinary Shares and may be subject to the same restrictions as the Restricted Share Units
with respect to which paid, in each case to the extent provided in the Award agreement. Notwithstanding the foregoing, Dividend Equivalents
with respect to Restricted Share Units that are subject to restrictions shall be paid only if and to the extent that the restrictions
with respect to the underlying Restricted Share Units lapse, as determined by the Board.
8. Other
Share-Based Awards
(a) General.
Other Awards of Ordinary Shares, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Ordinary
Shares or other property, may be granted hereunder to Participants (“Other Share-Based Awards”). Such Other Share-Based
Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of
compensation to which a Participant is otherwise entitled. Other Share-Based Awards may be paid in Ordinary Shares or cash, as the Board
shall determine. Any dividends or Dividend Equivalents with respect to Other Share-Based Awards shall be paid only if and to the extent
that restrictions with respect to the underlying Other Share-Based Award lapse, as determined by the Board.
(b) Terms
and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Share-Based
Award, including any purchase price applicable thereto.
9. Adjustments
for Changes in Ordinary Shares and Certain Other Events
(a) Changes
in Capitalization. In the event of any share split, share consolidation, share dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to
holders of Ordinary Shares other than an ordinary cash dividend, (i) the number and class of securities available under the Plan,
(ii) the share counting rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of
each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number
of shares subject to and the repurchase price per share subject to each outstanding Restricted Share Award and (vi) the share and
per-share-related provisions and the purchase price, if any, of each outstanding Restricted Share Unit or Other Share-Based Award,
shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board.
Without limiting the generality of the foregoing and subject to compliance with Section 409A of the Code, if applicable, in the
event the Company effects a split of the Ordinary Shares by means of a share dividend and the exercise price of and the number of
shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the
record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such
share dividend shall be entitled to receive, on the distribution date, the share dividend with respect to the Ordinary Shares
acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on
the record date for such share dividend.
(b) Reorganization
Events.
(1) Definition.
A “Reorganization Event” shall be deemed to have occurred upon any of the following events:
(A) any
person or other entity (other than any of the Company’s subsidiaries or any employee benefit plan sponsored by the Company or any
of its subsidiaries), including any person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of more than 50%
of the total combined voting power of all classes of capital stock of the Company normally entitled to vote for the election of directors
of the Company (the “Voting Stock”);
(B) consummation
of the sale of all or substantially all of the property or assets of the Company; or
(C) consummation
of a consolidation or merger of the Company with another corporation (other than with any of the Company’s subsidiaries), which
results in the stockholders of the Company immediately before the occurrence of the consolidation or merger owning, in the aggregate,
less than 51% of the Voting Stock of the surviving entity.
Notwithstanding the foregoing, the Board may provide
for a different definition of “Change in Control” in an Award agreement if it determines that such different definition is
necessary or appropriate, including without limitation, to comply with the requirements of Section 409A of the Code.
(2) Consequences
of a Reorganization Event on Awards.
(A) In
connection with a Reorganization Event where the Company is not the surviving corporation (or survives only as a subsidiary of
another corporation), unless the Board determines otherwise, all outstanding Awards that are not exercised or paid at the time of
the Reorganization Event shall be assumed by, or replaced with Awards that have comparable terms by, the surviving corporation (or a
parent or subsidiary of the surviving corporation). After a Reorganization Event, references to the “Company” as they
relate to employment matters shall include the successor employer, unless the Board provides otherwise.
(B) Unless
the Award agreement provides otherwise, if a Participant’s employment or other service is terminated by the Company without cause
(as determined by the Board) upon or within 12 months following a Reorganization Event, the Participant’s outstanding Awards shall
become fully exercisable and any restrictions on such Awards shall lapse as of the date of such termination; provided that if the restrictions
on any such Awards is based, in whole or in part, on performance, the applicable Award agreement shall specify how the portion of the
Award that becomes vested pursuant to this Section 9(b)(2) shall be calculated.
(C) In
connection with a Reorganization Event, if all outstanding Awards are not assumed by, or replaced with Awards that have comparable terms
by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Board may take any one or more of the following
actions as to all or any (or any portion of) outstanding Awards on such terms as the Board determines without the consent of any Participant
(except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the
Participant): (i) upon written notice to a Participant, provide that all of the Participant’s unexercised and/or unvested Awards
will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then
exercisable) within a specified period following the date of such notice, (ii) provide that outstanding Awards shall become exercisable,
realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization
Event, (iii) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares will receive upon consummation
thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide
for a cash payment to Participants with respect to each Award held by a Participant equal to (I) the number of Ordinary Shares subject
to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization
Event) multiplied by (II) the excess, if any, of (x) the Acquisition Price over (y) the exercise, measurement or purchase price of such
Award and any applicable tax withholdings, in exchange for the termination of such Award, (iv) provide that, in connection with a liquidation
or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise,
measurement or purchase price thereof and any applicable tax withholdings) and (v) any combination of the foregoing. In taking any of
the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by
a Participant, or all Awards of the same type, identically. Such surrender, termination or payment shall take place as of the date of
the Reorganization Event or such other date as the Board may specify. Without limiting the foregoing, (1) if the per share Acquisition
Price does not exceed the per share Option exercise price or SAR measurement price, as applicable, the Company shall not be required to
make any payment to the Participant upon surrender of the Option or SAR and (2) upon the occurrence of a Reorganization Event involving
the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing
any Restricted Shares or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted
Shares then outstanding shall automatically be deemed terminated or satisfied.
(D) Notwithstanding
the foregoing in this Section 9(b)(2), in the case of outstanding Restricted Share Units that are subject to Section 409A of the Code:
(i) if the applicable Restricted Share Unit agreement provides that the Restricted Share Units shall be settled upon a “change in
control event” within the meaning of U.S. Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes
such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A) and
the Restricted Share Units shall instead be settled in accordance with the terms of the applicable Restricted Share Unit agreement; and
(ii) the Board may only undertake the actions set forth in clauses (ii), (iii) or (iv) of Section 9(b)(2)(C) if the Reorganization Event
constitutes a “change in control event” as defined under U.S. Treasury Regulation Section 1.409A-3(i)(5)(i) and such action
is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so
defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not
assume or substitute the Restricted Share Units pursuant to Section 9(b)(2)(A), then the unvested Restricted Share Units shall terminate
immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.
(E) For
purposes of Section 9(b)(2)(A), an Award (other than Restricted Shares) shall be considered assumed if, following consummation of the
Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each Ordinary Share
subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or
other property) received as a result of the Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately
prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Ordinary Shares); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely ordinary shares or common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon
the exercise or settlement of the Award to consist solely of such number of ordinary shares or common stock of the acquiring or succeeding
corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another
date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization
Event.
10. General
Provisions Applicable to Awards
(a) Transferability
of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution applicable to such
Participant or, other than in the case of an Incentive Share Option, pursuant to a qualified domestic relations order, and, during
the life of the Participant, shall be exercisable only by the Participant; provided, however, that the Board may permit or provide
in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family
trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would
be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Ordinary Shares subject to such Award
to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until
such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form
and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the
Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For
the avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict a transfer to the Company.
(b) Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms
and conditions in addition to those set forth in the Plan.
(c) Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat Participants uniformly.
(d) Termination
of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment,
authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period
during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the
Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or
(ii) in the absence of an effective designation by a Participant, the Participant’s estate.
(e) Withholding.
The Participant must satisfy all applicable Dutch, United States and other applicable national, federal, state, and local or other income,
national insurance, social and employment tax withholding obligations before the Company will deliver or otherwise recognize ownership
of Ordinary Shares under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary
or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount,
if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding
obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same
time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by
the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery
or attestation) of Ordinary Shares, including shares retained from the Award creating the tax obligation, valued at their Fair Market
Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where shares are being used to satisfy
such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for Dutch, United States and other applicable national, federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.
(f) Amendment
of Award. Subject to Section 11(c), the Board may amend, modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive
Share Option to a Share Option. The Participant’s consent to such action shall be required unless (i) the Board determines that
the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the
Plan or (ii) the change is permitted under Section 9 or is intended to make the Award comply with applicable law.
(g) Conditions
on Delivery of Ordinary Shares. The Company will not be obligated to deliver any Ordinary Shares pursuant to the Plan or to remove
restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed
to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the
issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.
(h) Acceleration.
Notwithstanding Section 10(i), the Board may at any time provide that any Award shall become immediately exercisable in whole or in part,
free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.
(i) Minimum
Vesting. Awards granted under the Plan shall vest or become exercisable over a period that is not less than one year from the date
of grant. Subject to any adjustments made in accordance with Section 9(a) above, up to 5% of the Ordinary Shares subject to the share
reserve set forth in Section 4(a)(1) may be granted without regard to the minimum vesting requirement of this Section 10(i).
11. Miscellaneous
(a) No
Right to Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the
Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship
with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in the applicable Award. This Plan will not be considered
a part of any employment agreement in force between the Participant and the Company and/or a group company. The grant of an Award does
not qualify as an employment condition and shall not be included in the calculation of any severance payment or any other payments in
connection with the Participant’s employment agreement or the termination thereof. The granting of an Award or the vesting thereof
does not in any way affect the scope or level of the Participant’s pension rights, pension entitlements and/or of any other entitlements
vis-a-vis the Company and/or a group company. The granting of an Award is at the sole discretion of the Board and does not entitle the
Participant to any future Awards.
(b) No
Rights as Shareholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a shareholder with respect to any Ordinary Shares to be distributed with respect to an Award until becoming the record
holder of such shares.
(c) No
Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend,
distribution (whether in the form of cash, Ordinary Shares, other securities or property), stock split, extraordinary cash dividend, recapitalization,
change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Ordinary Shares or
other securities, or similar transactions), the Company may not, without obtaining shareholder approval, (i) amend the terms of outstanding
Options or SARs to reduce the exercise price of such outstanding Options or measurement price of such SARs, (ii) cancel outstanding Options
or SARs in exchange or substitution for Options or SARs with an exercise price or measurement price, as applicable, that is less than
the exercise price or measurement price of the original Options or SARs or (iii) cancel outstanding Options or SARs with an exercise price
or measurement price, as applicable, above the current stock price in exchange or substitution for cash or other securities.
(d) Term
of Plan. Unless sooner terminated, the Plan shall terminate on the day before the 10th anniversary of the 2026 Amendment Effective
Date.
(e) Amendment
of Plan. Subject to Section 11(c), the Board may amend, suspend or terminate the Plan or any portion thereof at any time provided
that no amendment that would require shareholder approval under the rules of the NASDAQ Stock Market may be made effective unless and
until the Company’s shareholders approve such amendment. In addition, if at any time the approval of the Company’s shareholders
is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive
Share Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment,
any amendment to the Plan adopted in accordance with this Section 11(e) shall apply to, and be binding on the holders of, all Awards outstanding
under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related
action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned
upon shareholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if shareholder
approval of such amendment is not obtained within no more than 12 months from the date of grant and (ii) it may not be exercised or settled
(or otherwise result in the issuance of Ordinary Shares) prior to such shareholder approval. No Awards may be granted under the Plan while
the Plan is suspended or after it is terminated; provided, however, that following any suspension or termination of the Plan, the Plan
shall remain in effect for the purpose of governing all Awards then outstanding hereunder until such time as all Awards under the Plan
have been terminated, forfeited, reacquired or otherwise canceled, or earned, exercised, settled or otherwise paid out, in accordance
with their terms.
(f) Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying
applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements
to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable
or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to
Participants within the affected jurisdiction, and the Company shall not be required to provide copies of any supplement to
Participants in any jurisdiction which is not the subject of such supplement.
(g) Compliance
with Section 409A of the Code. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable.
Each Award shall be construed and administered such that the Award either qualifies for an exemption from the requirements of Section
409A of the Code or satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, (i) distributions
shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination
of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (iii) unless
the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of the Code,
and (iv) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in
accordance with Section 409A of the Code. Except as specifically provided in individual Award agreements initially or by amendment, if
and to the extent (A) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection
with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A
of the Code and (B) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined
by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he
or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one
day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment
Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid
to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant
in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. The Company makes no representations
or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other
benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not
to satisfy the conditions of that section.
(h) Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a supervisory director, managing director,
employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to
the Plan because of any contract or other instrument he or she executes in his or her capacity as a supervisory director, managing director,
employee or agent of the Company. The Company will indemnify and hold harmless each supervisory director, managing director, employee
or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated,
against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s
approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.
(i) Data
Protection. The Participant hereby fully consents to the processing and transfer of all relevant data in the context of the administration
of this Plan and the Award agreement. The Participant shall keep the Company fully informed of any changes in the relevant data.
(j) Share
Trading, Recoupment and Other Policies. All Awards made under the Plan shall be subject to any applicable clawback and recoupment
policies, share trading policies and other policies that may be implemented by the Board from time to time, including the Company’s
Compensation Clawback Policy and the Company’s right to recover Awards, Ordinary Shares or any gains upon the sale of Ordinary Shares
issued under the Plan if a Participant violates any applicable restrictive covenants in favor of the Company to which the Participant
is subject.
(k) Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
the Netherlands, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction
other than the Netherlands. Any disputes arising out of or in connection with the Plan shall, to the extent permitted by law, be submitted
exclusively to the competent court of Amsterdam, the Netherlands.
* * *
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Jun. 10, 2026
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Entity File Number
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