Global Reward Opportunity Plan Rules

Global Reward Opportunity GROPlan Rules

1 Koninklijke Ahold Delhaize N.V. Global Reward Opportunity (GRO) Plan Rules

Adopted by the Supervisory Board of Koninklijke Ahold Delhaize N.V. on August 23 2016 Applicable to grants made in and after 2016

2 Contents

Rule Page 1. Definitions and interpretation 1 2. Introduction 5 3. Grant of Awards 6 4. Restrictions on the grant of Awards 7 5. Conditions attached to Awards 7 6. Vesting 9 7. Transfer of Shares or cash amount 10 8. Taxes and Costs 11 9. Holding period for Management Board members 12 10. Claw back and ultimum remedium 13 11. Lapse of Awards 13 12. Cessation of employment before the Vesting Date 14 13. Cash equivalent 15 14. Change in Control 15 15. Variation of share capital 16 16. Administration 16 17. Notices and communication 17 18. Data Protection 18 19. General 18 20. Amendments to this Plan 20 21. Governing law 20

COUNTRY SPECIFIC ADDENDA 21 1. Definitions and interpretation 1.1 In this Plan, the following words shall, where the context so permits, have the following meanings:

Expression Meaning AGM means the annual general meeting of shareholders of the Company;

Ahold Delhaize Group means the Company and the companies of which the Company has Control from time to time;

Articles of Association means the articles of association of the Company, as amended from time to time;

Auditors means the registered auditors as selected by the Company at any time for the purpose of this Plan;

Award means the award of a Performance share or any other instrument as specified in the “Award Certificate”;

Award Certificate The certificate in respect of an Award effected to a Participant in accordance with Rule 3 or any other Award made under the terms of this Plan;

Business Day means any weekday (excluding a Saturday or Sunday), that is not a statutory, public or bank holiday in the Netherlands;

Cessation of Employment The date on which the employment between the Employee and the Group ends;

Change of Control A person or more than one person acting as a group, which will in any event be the case, if they are owners of a corporate entity that enters into a merger, consolidation, purchase or acquisition of shares, or similar business transaction with the Company – acquiring ownership of shares of the Company that together with the shares held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the shares of the Company that also otherwise qualifies as a “change in ownership or effective control” within the meaning of Section 409A of the United States Internal Revenue Code and applicable guidance thereunder;

1 Company means Koninklijke Ahold Delhaize N.V., having its statutory seat and principal place of business in Zaandam in The Netherlands;

Control means in relation to a corporate body, the power of a person or legal entity to secure: (a) by means of the holding of shares or the possession of voting rights in or relating to that or any other corporate body; or

(b) by virtue of any powers conferred by the articles of association or other document regulating that or any other corporate body;

that the affairs of the first mentioned corporate body are conducted in accordance with the wishes of that person or legal entity,

it being understood that any corporate body where the Company owns directly or indirectly 50% or more of the shares or voting rights is under Control of the Company;

Date of Grant means in respect of any Award the date on or as of which that Award is granted;

Disability means total and permanent mental or physical disability of the Participant, whether occupational or non-occupational in cause, which satisfies such definition as defined in the national laws and regulations (or, as applicable, the national insurance system) in place in the jurisdiction of the Participant, regarding disability, or, if applicable, the Company disability insurance system;

Economic Value means the value of an Award calculated by a third party selected by the Supervisory Board taking into account all relevant circumstances at the time of calculation;

Employee means any member of the Management Board or employee of a Group Company;

2 General Meeting means the general meeting of shareholders of the Company;

Group Company means the Company and any other company of which the Company has Control;

Management Means the governing body: (a) the Supervisory Board: where the Employee or Participant concerned is a member of the Management Board;

(b) the Management Board: where the Employee or Participant concerned is not a member of the Management Board;

Management Board means the management board of the Company;

Market Value means in relation to a Share, the volume weighted average share price of a Share as derived from the listing at Euronext. The volume weighted average share price is used in case of cash settlements and for tax purposes;

Nominee Securities means an account maintained by the Plan Administrator Account in relation to this Plan;

Euronext means Euronext Amsterdam by Euronext Amsterdam N.V. or its legal successor at any time;

Participant a (former) Employee to whom an Award has been made under the terms of this Plan;

Performance Condition means such performance condition or conditions, determined by Management in relation to an Award;

3 Performance Period means in relation to a Performance Condition: (a) the period of three calendar years commencing with the calendar year in which the Award is granted; or

(b) the period of three financial years commencing with the financial year in which the Award is granted; or

Plan means this plan as amended from time to time which shall be known as the “Koninklijke Ahold Delhaize N.V. Global Reward Opportunity (GRO) Plan Rules”;

Plan Administrator means the entity designated as such by the Company to administer the Plan from time to time;

Plan Period means the period commencing with the date of adoption of the Plan by the Supervisory Board and ending ultimately on the tenth anniversary of that date of adoption;

Redundancy means the termination of the employment of the employee or membership of the Management Board, as the case may be, by and at the initiative of the Group Company or the General Meeting, as the case may be, in a situation where no (serious) blame can be attributed to the Employee;

Retirement means retirement, at the age at which the Participant is either bound or entitled to retire, which satisfies such definition as defined in the national laws and (company) regulations in place in the jurisdiction of the Participant, regarding retirement (or such other age at which a Participant retires by agreement with Management);

Rules concerning means the “Ahold Delhaize Policy on inside information Insider Trading and securities trading”, as in place from time to time;

Share means a fully paid-up ordinary share in the capital of the Company;

4 Supervisory Board means the supervisory board of the Company;

Trading Day means any Business Day on which Euronext is open;

Vesting The satisfaction of the requirements of the terms of vesting of an Award, as specified in the Award Certificate as appropriate, and “Vested” and “Vest” shall be construed accordingly;

Vesting Date means the first Trading Day following the AGM in the year of the third anniversary of the Date of Grant, as specified in the Award Certificate; and

Vesting Period The period which shall start on the Date of Grant and end on the Vesting date.

1.2 Unless the context otherwise requires: 1.2.1 words in the singular shall include the plural and vice versa; 1.2.2 the masculine shall include the feminine and vice versa; and 1.2.3 words and expressions used in the Plan shall: (a) be construed such that the headings and sub-headings are for ease of reference only and do not affect the interpretation of any Rule; and (b) when referring to tax and/or social security contributions and/or withholding taxes include any taxes, social security contributions or withholding tax that is levied or withheld.

2. Introduction 2.1 The Plan provides designated Employees with the opportunity to become Participants, and thus become shareholders in the Company. The purpose of the Plan is to incentivize, reward and retain Participants.

2.2 With regard to the granting, Vesting and settlement of any Awards and the transfer of Shares Management, Employees and Participants must act in accordance with the applicable rules, as in place from time to time, in or pursuant to the European Union Market Abuse Regulation, or any other regulation which may replace this regulation, the Dutch Financial Supervision Act (“Wet op het financieel toezicht”), or any act which may amend or replace this act, the Rules concerning Insider Trading, as well as the terms of this Plan and any other terms for transactions in Shares or other related securities that the Company has adopted and/or comparable legislation in the relevant jurisdiction.

5 3. Grant of Awards 3.1 In accordance with the Plan Rules, the Company, on the instructions of Management, may grant an Award to any Employee by a resolution of Management.

3.2 Each Award will be evidenced by an Award Certificate and will be subject to these Plan Rules. The Company shall procure that an Award Certificate is made available to each Participant within seven Business Days of the Date of Grant.

3.3 The Award Certificate shall contain, among other things, information on: 3.3.1 the Date of Grant; 3.3.2 the regular Vesting Date; 3.3.3 the number and class of Shares subject to the Award; and 3.3.4 a brief description of any Performance Condition(s) applying to the Award in accordance with Rule 5.

3.4 In case the Participant does not notify the Company or the Group Company within 4 weeks from the date of Grant, the Participant is assumed to have read and understood the Plan Rules and the conditions under which the Award is granted.

3.5 Participants are not required to pay for the grant of an Award nor for the Vesting of the related right.

6 4. Restrictions on the grant of Awards 4.1 The Company may only grant an Award to an Employee during the Plan Period.

4.2 The Company may only grant an Award annually within five Trading Days following the AGM, provided that the grant of an Award may be made 4.2.1 at any other time during the Plan Period only if Management considers the circumstances to be exceptional to do so; or 4.2.2 within five Trading Days following the publication of the third quarter results of the Company.

4.3 An Award shall only be granted to an Employee at a time when it would not be in breach of the Rules concerning Inside Information or applicable security regulations.

4.4 Every Award shall be personal to the Participant to whom it is granted and shall not be capable of being transferred, assigned, charged, disposed of, made subject to a security interest or otherwise encumbered. If a Participant tries to transfer, assign, charge, dispose of, make subject to a security interest or otherwise encumber, any Award or any right in respect of it, whether voluntarily or involuntarily, the Award will lapse immediately in full without further notice and without any compensation and the Award will be rendered void, unless the transfer is on the death of the Participant and to a deceased Participant’s heir(s).

5. Conditions attached to Awards 5.1 Each and every Award shall be made on terms that, and in accordance with the Plan Rules, the Vesting of the Award at the Vesting Date is dependent upon both of the following conditions being satisfied at the Vesting Date: 5.1.1 that the Participant continues to be an Employee; and 5.1.2 the Vesting of the Award is dependent upon the satisfaction of the applicable Performance Condition(s).

5.2 Any Performance Condition and Performance Period shall relate to the performance of the Company and/or any other Group Company and/or the relevant Participant (as the case may be) judged according to such criteria as Management shall from time to time determine.

7 5.3 If in relation to an Award any event occurs or circumstances arise, which cause(s) Management to consider that: 5.3.1 there is a necessity to amend the current performance measures as the current performance measures can no longer be measured; or 5.3.2 an amended Performance Condition would be a fairer measure of the performance of the Company or any other Group Company or the relevant Participant, as the case may be; or 5.3.3 an amended Performance Condition would provide a more effective incentive to the relevant Participant,

Management may at its sole discretion amend the Performance Condition. Any such amendment shall be binding on the relevant Participant. Management shall within 30 Business Days of amending the Performance Condition notify the Participant in writing or electronically, whilst providing details of the amended Performance Condition.

5.4 Each Participant understands that the quotation of the Shares at Euronext may vary from time to time, the consequences of which shall be entirely for the Participant’s own account, including, but not limited to, a decrease in the quotation of the Shares after the Vesting Date.

5.5 The Participant shall at all times comply to the Rules concerning Insider Trading or any other insider trading rules as referred to in rule 2.2. of the Plan Rules.

5.6 Management may determine that any Award shall be subject to such additional and/or modified terms and conditions relating to its grant and/or Vesting as may be necessary to comply with or take account of any securities, exchange control, taxation or other laws, regulations or changes in legislation or practice of any territory which may apply to the relevant Employee, Participant or the Ahold Delhaize Group. If such supplemental terms, conditions, rules or procedures materially deviate from this Plan, the prior approval of the Supervisory Board must be obtained.

8 5.7 In exercising its powers under Rule 5.6 and subject to obtaining the prior approval of the Supervisory Board (if necessary), Management may:

5.7.1 require a Participant or Employee to make such declarations or take such other action (if any) as may be required for the purpose of any securities, exchange control, taxation or other laws, regulations or changes in legislation or practice of any territory which may be applicable to him at the Date of Grant and/or on Vesting; and 5.7.2 adopt any supplemental rules or procedures governing the grant and/ or Vesting of an Award, as may be required for the purpose of any securities, exchange control, taxation or other laws, regulations or changes in legislation or practice of any territory which may be applicable to an Employee or Participant, including taking such steps as may be necessary to ensure that any tax, social security or similar payments required to be paid or administered by the Ahold Delhaize Group in connection with such Award are paid or administered in accordance with the laws or rules applicable.

5.8 In exercising its powers under Rules 5.6 and 5.7 and subject to obtaining the prior approval of the Supervisory Board (if necessary), Management may adopt country specific addenda for certain groups of Employees and/or Participants.

6. Vesting 6.1 A Performance Share shall Vest on the Vesting Date, in accordance with and subject to the terms of these Plan Rules, unless such Performance Share is cancelled in accordance with Rule 12 of these Plan Rules or a Performance share has lapsed due to any Plan Rules.

6.2 Before the Vesting Date, Management shall determine whether the Performance Condition(s) relating to the relevant Award ha(s)(ve) been satisfied.

6.3 The award of Performance shares shall Vest on the Vesting Date, provided that the conditions to the relevant Award have been satisfied.

9 6.4 Without prejudice to Rules 6.2 and 6.3, in the event of authorized paid or unpaid interim leave of a Participant exceeding one year during the Vesting Period, an Award of such Participant will Vest and the Shares will be transferred in accordance with the calculation set out in Rule 6.4.1: 6.4.1 the calculation determining the number of Shares which may Vest is as follows: S x (D/Y), where: S= Number of Shares calculated by Management on the basis of the extent to which the Performance Condition(s) ha(s)(ve been satisfied at the Vesting Date; D = Y minus X; X= number of days that the Participant was on authorized paid or unpaid interim leave in the period commencing on the Date of Grant and ending on the Vesting Date minus 365; and Y = number of days between the Date of Grant and the Vesting Date.

6.5 Any Shares subject to an Award that do not Vest in accordance with Rule 6.3 will lapse in full without further notice on the date of cessation of employment and without any compensation being due.

7. Transfer of Shares or cash amount 7. 1 At the Vesting Date, the Shares comprising the Award shall be transferred to the Participant by transfer of such Shares to the Nominee Securities Account as set out in Rule 7.3.

7. 2 After Vesting, the Shares are at the free disposal of Participants subject to Rule 9, taking into account Rule 2.2.

7. 3 The Company or the Group Company, as the case may be, may establish appropriate procedures (i) to provide Participants for whom Shares are held in the Nominee Securities Account with relevant information (such as information regarding dividends and withholding taxes) and (ii) for any administrative action or instruction that may be given by a Participant that will be carried out in connection with the Shares that are held in the Nominee Securities Account.

7. 4 Solely for purposes of this Rule 7, references to “Participant” shall also include a Participant’s heir(s)

10 8. Taxes & Costs 8.1 Any liability of a Participant to taxation or social security contributions (or equivalent) in respect of his participation in the Plan, as well as any grant, Vesting or settlement of Awards shall be for the account of the relevant Participant.

8.2 The transfer of the relevant Shares shall be conditional on the Participant complying with arrangements specified by the Company for the payment of any taxation (including without limitation the deduction of tax at source) and/or social security contributions (or equivalent).

8.3 The Company and/or any other Group Company shall have the right to withhold from any salary, severance or other amounts payable by the Company or a Group Company to a Participant, or to otherwise require payment by the Participant of, any taxes and/or social security contributions payable by the Participant in connection with his participation in the Plan as well as any taxes and/or social security contributions payable by the Participant in connection with any grant, Vesting or settlement of Awards.

8.4 Prior to the vesting date, the Participant shall be requested, by or on behalf of the Company, to choose whether to authorize the Company to (i) hold all shares on vesting and settle taxes due through payroll, (ii) sell enough shares on behalf of the Participant to cover taxes due, or (iii) sell all shares on behalf of the Participant. The choice may be limited in view of insider trading rules as referred to in rule 5.5 of the Plan Rules.

8.5 Each Participant shall indemnify the Company and every Group Company against any tax or social security claim of whatever nature or any other liability or obligation incurred by the Company or any Group Company which relates to the liability of a Participant to taxation or social security contributions (or equivalent).

8.6 Any liability of the Company or any Group Company to make employer social security contributions for its own account in respect of Awards provided under the Plan, shall not be the liability of the Participant.

11 8.7 In case a Participant is no longer an Employee, taxes and/or social security contributions will be withheld as if the Participant was still an Employee and in line with past practice and withholding will take place whether or not the Participant is receiving any income or the Participant is living abroad.

8.8 If the Participant is an internationally mobile employee who falls under one of the Global Mobility Policies, the treatment as regards taxes and/or social security contributions will be in accordance with the applicable Global Mobility policy as amended from time to time.

8.9 The Participant is responsible for making the appropriate personal income tax filings, as required under local law, in relation to any cash amount or Shares received under this Plan, whether or not kept in the Nominee Securities Account, including any effects of dividend withholding tax and/or foreign tax credits. Neither the Company nor any Group Company has any obligations in that respect.

9. Holding period for Management Board members 9.1 A Participant who is a member of the Management Board upon the Date of Grant shall not sell, transfer, trade, dispose of or otherwise encumber the Shares obtained through the Vesting of any Award for a period of five years after the Date of Grant or until the Participant ceases to be a member of the Management Board. To the extent that any tax or social security obligation arises in connection to the Award and/or the Vesting, sale, replacement or substitution of a Share, the member of the Management Board may sell enough shares to fulfil such tax and/or social security obligation subject to the Rules concerning Insider Trading or any other insider trading rules as referred to in rule 2.2. of the Plan Rules.

12 10. Claw back and ultimum remedium 10.1 Management has the authority to fully or partially cancel an Award and/or recover Vested Shares if and to the extent the Award or Vesting was based on incorrect financial or other data.

10.2 Management may adjust the number of Shares under any Award if Management is of the opinion that Vesting would lead to an unfair or unreasonable result. Such an adjustment may be downwards or upwards.

11. Lapse of Awards 11.1 An Award will lapse in full without notice and without any compensation being due on the earliest of the following: 11.1.1 the date on which a Participant is no longer an Employee for a reason other than as described in Rule 12.; 11.1.2 the date on which a Participant violates all or any of the terms and conditions of this Plan, the Award Certificate, the Code of Ethics, the Rules concerning Insider Trading or any other insider trading rules as referred to in rule 2.2. of the Plan Rules; 11.1.3 the date specified in Rule 14 or specified by the Supervisory Board by virtue of the power pursuant to Rule 14 for such lapse; 11.1.4 the date on which a Participant is declared bankrupt or makes an arrangement or compromise with his creditors or such date pursuant to an equivalent procedure under any relevant jurisdiction; and 11.1.5 the date on which a resolution is passed or an order is made by a court for the compulsory winding up of the Company.

13 12. Cessation of employment before the Vesting Date 12.1 If a Participant ceases to be an Employee or a Management Board member before the Vesting Date as a result Redundancy, his Award which has not Vested shall not lapse by reason of such cessation of employment and, subject to the satisfaction of any Performance Condition(s) imposed under Rule 5, may Vest on the Vesting Date in accordance with the following calculation: S x (D/Y), where: S= Number of Shares calculated by Management on the basis of the extent to which the Performance Condition(s) ha(s)(ve) been satisfied at the Vesting Date; D= Number of days in the period commencing on the Date of Grant and ending on the date of cessation of employment; and Y= number of days between the Date of Grant and the Vesting Date.

Participants that are no longer employed by the Company at the Vesting Date shall be requested to choose whether to (i) sell enough shares on behalf of the Participant to cover taxes due or (ii) sell all shares on behalf of the Participant.

12.2 If a Participant ceases to be an Employee or a Management Board member before the Vesting Date as a result of (i) Retirement or (ii) Disability, his Award which has not Vested shall not lapse by reason of such cessation and, subject to the satisfaction of any Performance Condition(s) imposed under Rule 5, may Vest in full on the Vesting Date as if a cessation of employment had not occurred.

12.3 If a Participant ceases to be an Employee or a Management Board member before the Vesting Date as a result of Death, his Award which has not Vested shall not lapse by reason of such cessation of employment. The Award may Vest against at target performance as soon as practically possible. The Company shall sell all shares on behalf of the Participant.

12.4 For the avoidance of doubt, if a Participant ceases to be an Employee before the Vesting Date for a reason other than as set out in Rule 12.1, 12.2 and 12.3, an Award will lapse in full without further notice on the date of cessation of employment and without any compensation being due.

14 13. Cash equivalent 13.1 Where an Award granted under this Plan has not yet Vested, Management may determine, subject to the Company’s Articles of Association, any required corporate authorisation (including approval rights of the General Meeting), and any applicable laws, that, in substitution of the Vesting of the Award, and in full and final satisfaction of such right, he shall be paid by way of (additional) emoluments or such other method as Management may in its absolute discretion decide, a cash amount equal to the Economic Value of the Award.

13.2 Where any cash equivalent is payable in accordance with Rule 13, it shall be deducted from such amounts on account of tax or and/or social security contributions (or equivalent) as may be required by the law of any relevant jurisdiction, or as Management may reasonably consider to be necessary or desirable.

14. Change in Control 14.1 In the event of a change of Control of the Company, the Supervisory Board shall, subject to the Company’s Articles of Association, any required corporate authorisation (including approval rights of the General Meeting), and any applicable laws, have the discretionary power to: 14.1.1 cancel any Award and pay in cash to the Participant an amount which equals the Economic Value of the Award on the date of cancellation; or 14.1.2 cancel any Award and replace it with a new award in relation to shares that are exchanged in the transaction, or a right to receive such shares subject to a Participant remaining employed during a pre-set period, or a right to receive such shares subject to a Participant remaining employed and during a pre-set period and the achievement of any (pre-set) Performance Condition(s). The value of any new award in relation to shares or rights to shares based on this Rule shall be equal to the Economic Value of the Award on the date of cancellation.

15 15. Variation of share capital 15.1 In the event of any capitalisation, consolidation, sub-division or reduction of the share capital of the Company and in respect of any discount element in any rights issue or any other variation in the share capital of the Company an Award may be varied in such manner as the Supervisory Board shall determine.

15.2 The Company may take such steps as it considers necessary to notify Participants of any adjustment made under Rule 15.1 and to amend any Award consequent upon such adjustment.

15.3 Adjustments shall only occur before the Vesting Date of an Award.

16. Administration 16.1 Management shall have power from time to time to make and vary such regulations (not being inconsistent with this Plan) for the implementation and administration of the Plan as it thinks fit.

16.2 The decision of Management shall be final and binding in all matters relating to this Plan.

16.3 The costs of establishing and administering this Plan shall be borne by the Company and/or the Group Companies. The costs associated with the sale of the Shares (sales commission) shall be borne by the Participant.

16.4 Management may select a Plan Administrator. In order to participate in the Plan, a Participant must accept the terms and conditions of the use of the online-platform and the other services provided by the Plan Administrator if such Plan Administrator is selected.

16 17. Notices and communication 17.1 Unless otherwise specified by the Company from time to time, any notification or other notice which the Company, a Group Company or the Plan Administrator is required to give or may desire to give to any Employee or Participant pursuant to the Plan and any notification or other notice which any Employee or Participant is required to give or may desire to give to the Company a Group Company or the Plan Administrator pursuant to the Plan may be served by any means of delivery (for example, but without limitation, by post, fax, electronic mail or web-based electronic communication) properly addressed to the recipient.

1 7. 2 Any notice under Rule 17 shall be deemed to be properly served: 17.2.1 once it has been received by the recipient; or 17.2.2 in the absence of receipt by the recipient, if evidence is produced of sending the notice (within a reasonable time of request) at the time it would have been received; or 17.2.3 in the absence of receipt by the recipient, if no evidence is produced of sending the notice (or is not produced within a reasonable time of request) Management shall determine in its discretion (such discretion to be exercised fairly and reasonably) whether or not the notice shall have been properly served and the time of delivery. 1 7. 3 Any payments made or owing under the Plan to a Participant or its heir(s) (as applicable) shall be made based on information on file with the Company or the relevant Group Company. The Participant or its heir(s), as the case may be, is responsible to ensure that all contact, payment, and heir details are correct and to notify the Company and the Plan Administrator, as the case may be, promptly of any changes. The Company shall not be responsible nor liable for the consequences of a delay in payment or incorrect payment due to the Participant’s or its heir(s)’ failure to update such contact or payment information.

17 18. Data Protection 18.1 To the extent required, each Participant consents to the processing, collection, recording, organising, storing and adapting of any personal data relating to that Participant for the purpose of the execution of the Plan.

18.2 Subject to the above, each Participant agrees that his personal data can be transferred and processed, both inside and outside of the European Union, to countries where the level of protection in respect of personal data may not be regarded as adequate, when viewed in the context of Dutch data protection law, including, inter alia, the United States.

18.3 The consent given in this Rule covers all personal data transferred to and processed by (i) the Company and/or any Group Company, (ii) third party advisers and the Plan Administrators and / or (iii) any regulatory authorities or other governmental body.

18.4 Each Participant acknowledges that he has at all times the right to access his or her personal data and, in the event the data is incorrect or irrelevant considering the purposes of processing, the right to request correction, removal or blocking thereof.

19. General 19.1 This Plan shall commence upon the date of its approval by the Supervisory Board and shall (unless previously terminated by the Supervisory Board) terminate on the expiry of the Plan Period. Upon termination (howsoever occurring) no further Awards may be granted but such termination shall be without prejudice to any accrued rights in existence at the date thereof and, for the avoidance of doubt, all conditions with regard thereto will remain valid and enforceable.

18 19.2 Notwithstanding any other provisions of this Plan: 19.2.1 this Plan shall not form part of any contract of employment or services agreement between any Group Company and any Employee or participant. The rights and obligations of any individual under the terms of his office or employment with any Group Company shall not be affected by his participation in this Plan or any right which he may have to participate in it, and this Plan shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; 19.2.2 no Participant shall be entitled to any compensation or damages for any loss or potential loss which he may suffer (i) by reason of the Award not Vesting in consequence of the loss or termination of his office or employment with any Group Company for any reason whatsoever; or (ii) by reason of any limitation of the value of any Award; or (iii) by reason of any change of these Rules pursuant to the terms of these Rules; 19.2.3 this Plan shall not confer on any person any legal or equitable rights (other than those constituting the Awards themselves) against any Group Company directly or indirectly, or give rise to any cause of action at law or in equity against any Group Company; and 19.2.4 Awards granted to an Employee shall not be included in the calculations of any severance payment or other benefit entitlement of an Employee or participant.

19 20. Amendments to this Plan 20.1 The Plan exists at the discretion of the Supervisory Board. The Supervisory Board can at any time: (a) alter the Plan; or (b) propose to discontinue the Plan.

20.2 Management may, at its sole discretion, deviate from the Plan and determine the Vesting of an Award in exceptional circumstances, in accordance with the principles of reasonableness and fairness and taking into account Rule 2.2. In relation to the Participation of a member of Management Board, approval shall be obtained from the General Meeting if required.

21. Governing Law 21.1 All matters relating to the Plan, any Award and any Award Certificate shall be governed by the laws of the Netherlands.

21.2 The Company, the Plan Administrator and any Participant irrevocably submit, in respect of any lawsuit, legal action or proceedings related to the interpretation or enforcement of the Plan, to the exclusive jurisdiction of the courts of Amsterdam.

20 USA - COUNTRY SPECIFIC ADDENDUM

Definitions and interpretation (Rule 1) US participant means a Participant who is subject to taxation under the laws of the United States of America.

Disability means total and permanent mental or physical disability of the Participant, whether occupational or non-occupational in cause, which satisfies such definition as defined in: (i) any insurance policy or plan provided to the Participant by the Company or a Group Company: or alternatively (ii) the Participant’s qualification for disability benefits under social security.

Retirement means the Participant’s voluntary termination of employment with the Company or Group Company employing the Participant after the age 59½.

Introduction (Rule 2.1) The Plan shall be interpreted and administered in a manner so that any amount or benefit payable to a US Participant shall be paid or provided in a manner that is exempt from or in compliance with the requirements of Internal Revenue Code Section 409A and applicable guidance thereunder.

Transfer of shares or cash amount (Rule 7.3) Notwithstanding the foregoing, for US Participants, the Shares shall be included in the gross income of the Participant in the year containing the Vesting Date regardless of whether the Shares are subsequently held in a Nominee Securities Account for any period of time. Taxation based on the sale of Shares held in the Nominee Securities Account shall be determined in accordance with applicable law.

21 Taxes and costs (Rule 8) The tax treatment of any Award or other pay-out provided under the Plan is not warranted or guaranteed. Neither the Company nor any Group Company nor any of their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant in the GRO plan) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Participant. The Participant agrees to be solely and exclusively liable for any tax consequences (including without limitation any additional tax based on noncompliance with Section 409A) associated with any Award or other payment under the Plan. Additionally nothing in this Plan shall be interpreted as creating in the Company or any Group Company a duty to optimize any tax treatment.

For US participants, payment of the value of the Vested Shares in cash to Participants or transfer of the Vested Shares to a Participant’s Nominee Securities account (as described in Rule 7.1) will occur as soon as possible following the Vesting Date but in no event will payment or transfer of Shares occur later than 90 days after the Vesting Date.