AND EXERCISE. 5.1 Upon the exercise of vested Rollover Options, the Company shall be obliged to deliver to the Participant concerned (or the beneficiary of such Rollover Options, as applicable), the Plan Shares underlying such Rollover Options or, if such Participant elects to receive DRs instead of Plan Shares, the equivalent number of DRs. 5.2 Only vested Rollover Options may be exercised in accordance with their terms. A Rollover Option can only be exercised by or on behalf of the Participant holding such Rollover Option. Notwithstanding anything to the contrary in this Plan, the exercise of a vested Rollover Option shall always be and remain suspended until a registration statement registering the issuance of the Plan Shares issuable pursuant thereto has been filed with the United States Securities and Exchange Commission. 5.3 A Rollover Option can only be exercised through the use of an electronic system or platform to be designated by the Committee (if and when such system or platform has been set up by the Company), or otherwise by delivering written notice to the Company in a form approved by the Committee. 5.4 Upon the exercise of a Rollover Option, the applicable Exercise Price must immediately be paid in cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Committee, subject to applicable law, may allow such Exercise Price to be satisfied on a cashless or net settlement basis, applying any of the following methods (or a combination thereof): a. by means of an immediate sale by or on behalf of the relevant Participant of part of the Plan Shares underlying the Rollover Option(s) being exercised, with sale proceeds equal to the Exercise Price being remitted to the Company and any remaining net sale proceeds (less applicable costs, if any) being paid to such Participant; b. by means of the relevant Participant forfeiting his entitlement to receive part of the Plan Shares underlying the Rollover Option(s) being exercised at FMV on the Exercise Date and charging the aggregate nominal value of the remaining Plan Shares underlying such Rollover Option(s) against the Company’s reserves which are recognized for Dutch dividend withholding tax purposes; c. by means of the relevant Participant surrendering his entitlement to receive part of the Plan Shares underlying the Rollover Option(s) being exercised at FMV on the Exercise Date, against the Company becoming due an equivalent amount to such Participant and setting off that obligation against the Company’s receivable with respect to payment of the applicable Exercise Price; or d. by means of the relevant Participant surrendering and transferring Shares to the Company (which may include Plan Shares underlying the Rollover Option(s) being exercised) at FMV on the Exercise Date. 5.5 When a Rollover Option is exercised, the Company shall, at the discretion of the Committee, subject to applicable law and the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy: a. issue new Plan Shares to the relevant Participant; or b. transfer existing Plan Shares held by the Company to the relevant Participant, provided, in each case, that (i) Plan Shares may be delivered in the form of book-entry securities representing those Plan Shares (or beneficial ownership of those Plan Shares entitling the holder to exercise or direct the exercise of voting rights attached thereto) credited to the securities account designated by the relevant Participant and (ii) if such Participant elects to receive DRs instead of Plan Shares, the Company shall cause such DRs to be issued to the Participant. Furthermore, Plan Shares (or DRs, as applicable) may be delivered as described in the previous sentence to a Person designated by the relevant Participant, with the prior approval of the Committee, as beneficiary of his Rollover Options. The Plan Shares (or DRs, as applicable) shall be delivered in such form(s) as may be determined by the Committee and shall be subject to such stop transfer orders and other restrictions as the Committee may deem required or advisable. Furthermore, the Committee may determine that certificates for such Shares (or DRs, as applicable) shall bear an appropriate legend referring to the terms, conditions and restrictions applicable thereto. 5.6 If a Rollover Option is exercised and such Rollover Option does not relate to a whole number of Plan Shares, the number of Plan Shares underlying such Rollover Option shall be rounded down to the nearest integer.
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AND EXERCISE. 5.1 Upon the exercise of vested Rollover Options, the Company shall be obliged to deliver to the Participant concerned (or the beneficiary of such Rollover Options, as applicable), the Plan Shares underlying such Rollover Options or, if such Participant elects to receive DRs instead of Plan Shares, the equivalent number of DRs.
5.2 Only vested Rollover Options may be exercised in accordance with their terms. A Rollover Option can only be exercised by or on behalf of the Participant holding such Rollover Option. Notwithstanding anything to the contrary in this Plan, the exercise of a vested Rollover Option shall always be and remain suspended until a registration statement registering the issuance of the Plan Shares issuable pursuant thereto has been filed with the United States Securities and Exchange Commission.
5.3 A Rollover Option can only be exercised through the use of an electronic system or platform to be designated by the Committee (if and when such system or platform has been set up by the Company), or otherwise by delivering written notice to the Company in a form approved by the Committee.
5.4 Upon the exercise of a Rollover Option, the applicable Exercise Price must immediately be paid in cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Committee, subject to applicable law, may allow such Exercise Price to be satisfied on a cashless or net settlement basis, applying any of the following methods (or a combination thereof):
a. by means of an immediate sale by or on behalf of the relevant Participant of part of the Plan Shares underlying the Rollover Option(s) being exercised, with sale proceeds equal to the Exercise Price being remitted to the Company and any remaining net sale proceeds (less applicable costs, if any) being paid to such Participant;
b. by means of the relevant Participant forfeiting his entitlement to receive part of the Plan Shares underlying the Rollover Option(s) being exercised at FMV on the Exercise Date and charging the aggregate nominal value of the remaining Plan Shares underlying such Rollover Option(s) against the Company’s reserves which are recognized for Dutch dividend withholding tax purposes;
c. by means of the relevant Participant surrendering his entitlement to receive part of the Plan Shares underlying the Rollover Option(s) being exercised at FMV on the Exercise Date, against the Company becoming due an equivalent amount to such Participant and setting off that obligation against the Company’s receivable with respect to payment of the applicable Exercise Price; or
d. by means of the relevant Participant surrendering and transferring Shares to the Company (which may include Plan Shares underlying the Rollover Option(s) being exercised) at FMV on the Exercise Date.
5.5 When a Rollover Option is exercised, the Company shall, at the discretion of the Committee, subject to applicable law and the Company’s i▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy:
a. issue new Plan Shares to the relevant Participant; or
b. transfer existing Plan Shares held by the Company to the relevant Participant, provided, in each case, that (i) Plan Shares may be delivered in the form of book-entry securities representing those Plan Shares (or beneficial ownership of those Plan Shares entitling the holder to exercise or direct the exercise of voting rights attached thereto) credited to the securities account designated by the relevant Participant and (ii) if such Participant elects to receive DRs instead of Plan Shares, the Company shall cause such DRs to be issued to the Participant. Furthermore, Plan Shares (or DRs, as applicable) may be delivered as described in the previous sentence to a Person designated by the relevant Participant, with the prior approval of the Committee, as beneficiary of his Rollover Options. The Plan Shares (or DRs, as applicable) shall be delivered in such form(s) as may be determined by the Committee and shall be subject to such stop transfer orders and other restrictions as the Committee may deem required or advisable. Furthermore, the Committee may determine that certificates for such Shares (or DRs, as applicable) shall bear an appropriate legend referring to the terms, conditions and restrictions applicable thereto.
5.6 If a Rollover Option is exercised and such Rollover Option does not relate to a whole number of Plan Shares, the number of Plan Shares underlying such Rollover Option shall be rounded down to the nearest integer.
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