EX-4.3 4 exhibit43ltip_26oct2022.htm EX-4.3LTIP Document
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PHARMING GROUP N.V. LONG TERM INCENTIVE PLAN (LTIP)
AS AMENDED AND RESTATED ON 26 OCTOBER 2022
The following represents the Long Term Incentive Plan for the Employees (excluding members of the Board of Directors and the Executive Committee) of Pharming Group N.V., a company incorporated under the laws of the Netherlands, having its registered offices at Leiden, the Netherlands (“Pharming”), as originally adopted by the general meeting of shareholders of Pharming on 17 April 2008 as most recently amended and restated on 26 October 2022 (the “Plan”).

WHEREAS
On 11 December 2020, the general meeting of shareholders of Pharming has adopted the Executive LTI Plan for members of the Board of Directors (the “Board”) and on 23 November 2020, Pharming’s board of management (as installed at such time) approved the Executive LTI Plan for the members of the Executive Committee (the “ExCo”) of Pharming.

On 27 October 2021, the Board had adopted a previous version of this Plan for any employees of Pharming other than members of the Board and/or the ExCo. On that same date, the Board has ratified the grant of any Conditional Rights prior to the adoption of such version of the Plan. On 26 October 2022, the Board has adopted the current version of the Plan.

The goal of this Plan is to offer a long term incentive that keeps the interest of the Participants (as defined below) in line with the Shareholders and to create a stronger binding between the Participants and Pharming, within the boundaries of good corporate practice.

1.DEFINITIONS
1.1Articles mentioned in the Plan refer to the articles of this Plan. The following words shall have the meaning as described hereafter, unless expressly stated otherwise.

AFM
the Netherlands Authority for the Financial Markets.
Articles of Association
the articles of association of Pharming, as they may read from time to time.
Award Period
the period commencing on the Date of Grant and ending on the Transfer Date provided that:
a)if the Calculation Date is in an Open Period for a particular Participant, the Award Period for the relevant Plan Shares shall end no later than the 30th day after the Calculation Date; and
b)if the Calculation Date is in a Closed Period for a particular
Participant, the Award Period for the relevant Plan Shares
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shall end no later than the 30th day after the start of the
next Open Period for that particular Participant,
provided that when determining the 30 days in a) and b) days may only be counted if they are in an Open Period for that particular Participant. For the avoidance of doubt the 30 days could be counted over one or more successive Open Periods if there are insufficient days in the Open Period(s).
Bad Leaver Event
means (i) termination of the relevant Participant’s employment or engagement with Pharming upon voluntary termination by such Participant for any other reason than death, retirement or for
health or specifically defined family reasons and (ii) termination



Board
initiated by Pharming of the relevant Participant’s employment
agreement whether or not because of a Cause.

the board of directors of Pharming.
Cause
means (i) fraud, gross negligence or wilful misconduct by the relevant Participant in respect of, to the disadvantage of, or vis-à- vis Pharming, (ii) the commission by the relevant Participant of a criminal offence (excluding, however, any minor criminal offences committed outside the context of his/her employment agreement that cannot lead to any reputational damage to Pharming, such as, for instance, traffic violations), (iii) reasons as referred to in article 7:678 or article 7:669 sub 3 under (e) and (g) of the Dutch Civil Code, or (iv) a material breach of this Plan by the relevant Participant, that, if capable of remedy, has not been remedied within a reasonable period of at least 20 (twenty) business days.
Calculation Date
the third anniversary of the Date of Grant, or the date set in accordance with article 4.4, article 4.5, or article 4.6, as applicable.
Change of Control
a transaction whereby (i) more than 50% of the outstanding Shares are acquired by another entity through an acquisition, restructuring or a (de)merger or (ii) shareholders of Pharming (determined by reference to the moment immediately preceding the consummation of such transaction) acquire less than 50% of the share capital of such new entity.
Closed Period
any period in which a Participant is prohibited from executing transactions in Shares under the Insider Code.
Conditional Right
the conditional right to obtain Plan Shares granted pursuant to this
Plan.
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Date of Grant
the date upon which the Conditional Right is granted, or such other
date as determined by the Board (which can be a date in either the past or the future).
Employee
an employee of Pharming or one of its Subsidiaries.
Good Leaver Event
means termination of the relevant Participant’s employment agreement with Pharming for any other reason than a Bad Leaver Event (for the avoidance of doubt, the termination of the employment agreement because of death, retirement or for health or specifically defined family reasons qualifies as a Good Leaver Event).
Granting Letter
the notice on behalf of the Company confirming (i) the Date of Grant, (ii) the Calculation Date and (iii) the maximum number of Plan Shares that can be obtained at the end of the Award Period, provided the conditions of this Plan are met, which can be sent in electronic form via any platform used for the administration of this Plan.
Inside Information
inside information (voorwetenschap) within the meaning of article 7 of the MAR.
Insider Code
Pharming’s internal code on inside information and reporting obligations adopted on 23 November 2020, as it may read from time to time.
Legal Representative
the administrator or proxy, as the case may be, of the Participant’s estate or his or her heirs.
MAR
Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2004/124/EC, 2003/125/EC and 2004/72/EC, and the rules and regulations promulgated thereto.
Market Value
on any day when the Shares are listed on the Stock Exchange the middle market quotation of a Share as derived from the official price list of the Stock Exchange.
Open Period
any period which is not a Closed Period for a Participant.
Participant
Any Employee that has been designated by Pharming as a participant under this Plan. A Participant shall not cease to be a Participant in case of a transfer between Subsidiaries.
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Performance Criteria
the performance criteria applicable to a Conditional Right.
Pharming
Pharming Group N.V., a public limited company organized under the laws of the Netherlands, having its registered office at Leiden, the Netherlands, with address (2333 CR) Leiden at no. 24 Darwinweg, registered with the trade register under number 28048592.
Plan Share
the Shares which are transferred or issued to a Participant subject to the conditions of this Plan.
Share
any shares in the capital of Pharming.
Shareholder
any holder of Shares.
Stock Exchange
Euronext Amsterdam N.V.
Subsidiary
a company (i) in which Pharming directly or indirectly can exercise more than 50% of the voting rights of such company at a general meeting or (ii) a company in which Pharming, directly or indirectly, is a shareholder and, pursuant to an agreement with other persons or without such an agreement, entitled to vote or otherwise can appoint or dismiss, solely or jointly, more than half of the members of the management board or the supervisory board, if all persons entitled to vote were to cast their vote and/or (iii) a company that is united in one organization with Pharming and therefore forms an economic unit with Pharming.
Transfer Date
the date set at the end of the Award Period, at which date Pharming generally transfers or issues the Plan Shares to the Participant.
Transfer Notice
the notice on behalf of the Company confirming (i) the number of Plan Shares that will be issued and/or transferred to a Participant on the Transfer Date and (ii) the Transfer Date, which can be sent in electronic form via e-mail or any platform used for the
administration of this Plan.

1.2In this Plan, headings are inserted for convenience purposes only and shall not affect the construction of this Plan.

1.3References to any statutory provisions are to that provision as amended or re-enacted from time to time and unless the context requires otherwise, words used herein, regardless of the number or the gender specifically used, shall be deemed and construed to include any

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other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

2.TERMS OF THE PLAN
2.1This Plan is effective as of 26 October 2022, and shall be executed in compliance with the Articles of Association and applicable law. This Plan shall continue to be in effect until it is terminated pursuant to article 11 of this Plan.

2.2The Board is charged with the execution of this Plan.

2.3The maximum aggregate number of Plan Shares which can annually be granted under this Plan shall be determined by the Board, but shall not exceed the number of Shares approved under the Mandate pertaining to the Number of Shares that can be issued annually without prior shareholder approval or the annual Number of Shares that can be issued for Share Based Incentives as from time to time mandated by the Annual Meeting of Shareholders. Plan Shares issued shall be deducted from the maximum annual number of Plan Shares available for use under the Plan and Shares forfeited shall be balanced against the annual number of Shares available under the Plan. The Board has the possibility to deviate from this provision provided that the deviation is not unfavorable to the Participants.

2.4Any grant of a Conditional Right to obtain Plan Shares under this Plan is subject to the approval of any relevant authorities, including the approval – if required – of the Stock Exchange.

2.5If and for as long as the Shares are listed on the Stock Exchange and/or any other stock exchange, Pharming shall apply for any Shares vested and delivered under this Plan to be admitted to the list of such exchange.

3.GRANT OF CONDITIONAL RIGHTS TO OBTAIN PLAN SHARES
3.1The Board may grant a Participant a Conditional Right to obtain Plan Shares on the Transfer Date, subject to the terms and conditions as set forth in the Plan by providing the Participant with a Granting Letter.

For the avoidance of doubt:

a.Participants are not required to pay for the grant of the Conditional Right to obtain Plan Shares;
b.Participants do not receive shareholders rights, e.g. dividend rights and voting rights, during the Award Period;
c.The Board may decide whether and to which extent Conditional Rights are subject to Performance Criteria and/or restrictive covenants (including non-competition, non-solicitation, confidentiality and/or Share ownership requirements);
d.the terms and conditions applicable to Conditional Rights, including the time(s) when Conditional Rights become unconditional in whole or in part and any applicable Performance Criteria, shall be set by the Board and may vary between Conditional Rights and between Participants, as the Board deems appropriate.

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3.2Neither the grant under this Plan of a Conditional Right to obtain Plan Shares nor the transfer or issue of Plan Shares, nor this Plan or any provision therein shall confer upon any Participant any right, promise or offer with respect to the grant of any future or additional Conditional Rights to obtain Plan Shares under this Plan and/or any similar or related plan.

3.3This Plan shall not confer upon any Participant any right with respect to continuation of employment or any other engagement with Pharming and/or its Subsidiaries, nor shall it interfere in any way with his or her right to terminate his or her employment or engagement at any time, with or without cause.

3.4The Conditional Right to obtain Plan Shares is a personal right. The Participant is not entitled to transfer, assign, pledge or mortgage the Conditional Right to obtain Plan Shares in any way other than by will or the laws of descent and distribution. Any purported assignment, charge, disposal or dealing with the rights of the Participant under the Plan shall render the Conditional Right to obtain Plan Shares void.

3.5The Board may determine that Plan Shares shall be subject to such additional and/or modified terms and conditions relating to its grant as may be necessary to comply with or take account of any securities, exchange control or taxation, laws, regulations or changes in legislation or practice which may have application to the Participant or Pharming, provided such supplemental terms, conditions, rules or procedures do not materially deviate from this Plan.

4.ISSUANCE OR TRANSFER OF PLAN SHARES
4.1The Conditional Right to obtain Plan Shares becomes unconditional on the Transfer Date, provided that on such date or, in case of a Good Leaver and with due observance of article 5.1b, the date on which a Participant became a Good Leaver:

a.the Participant continuously has been and still is employed or active on the basis of an agreement with or for Pharming or one of its Subsidiaries; and
b.the Performance Criteria have been achieved or satisfied (unless otherwise determined by the Board or set forth in a Granting Letter).

The Board will determine whether these conditions have been satisfied.

4.2The actual number of Conditional Rights that becomes unconditional on the Transfer Date and thus the number of Plan Shares to which the Participant is entitled, depends on the achievement or satisfaction of the Performance Criteria as may be determined by the Board, within periods specified by the Board.

4.3The number of Plan Shares to which the Participant is entitled in accordance with 4.1 and article 4.2 will be issued or transferred to the Participant (or his/her legal successors in case the Participant has deceased) on the Transfer Date. The Company shall send a Transfer Notice prior to the Transfer Date.

4.4Performance Criteria may be measured on an absolute or relative basis and may be established on a Pharming-wide basis or with respect to one or more business units, divisions, Subsidiaries and/or business segments. Relative performance may be measured against a group of peer companies determined by the Board, financial market indices and/
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or other objective and quantifiable indices. Performance Criteria may relate to performance by Pharming and/or by the Participant concerned.

4.5If the Board determines that a change in the business, operations, group structure or capital structure of the Company, or other events or circumstances, render certain Performance Criteria applicable to outstanding Conditional Rights unsuitable or inappropriate, the Board may amend or waive such Performance Criteria, in whole or in part, as the Board deems appropriate.

4.6In the event of a Change of Control the Calculation Date will be set on the date of the Change of Control.1

4.7In the event a third party makes a bona fide offer to buy all or the majority of shares held by Pharming in the capital of a Subsidiary, the Board can decide to provide for the cancellation of all granted Conditional Rights to obtain Plan Shares of the Participants employed with or connected to such a Subsidiary accrued up and until that moment, upon payment to the Participant (or his/her legal successors in case the Participant has deceased) of an amount in cash or cash equivalents, equal to the Market Value of the Plan Shares. The number of granted Conditional Rights accrued up and until the date of the bona fide offer will be determined in accordance with article 4.1 and 4.2. After all or the majority of shares held by Pharming in the capital of a Subsidiary are transferred to a third party no new Conditional Rights will be granted to the Participants employed with or connected to the relevant Subsidiary. Where any cash equivalent is payable, there shall be deducted from it such amounts on account of tax or similar liabilities as may be required by the law of any relevant jurisdiction or as the Board may reasonably consider to be necessary or desirable.

4.8In the event of a merger or split, the Board may decide that the Calculation Date will be amended to a date prior to the effectuation of the merger or split. The Board will inform the Participants (or his Legal Representative) of the new Calculation Date in writing at least one month in advance.

1This means all granted Conditional Rights to obtain Plan Shares become unconditional per the date of the Change of Control in accordance with article 4.1 and 4.2 as if it were the end of the Award Period and the Plan Shares will be transferred or issued to the Participant immediately, but no sooner than the 30th day after the start of the next Open Period for the particular Participant, provided that if the Participant is subject to federal taxation in the United States of America, the Plan Shares will be transferred or issued to the Participant no later than March 15 of the calendar year immediately following the calendar year in which the Change of Control occurs.
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4.9The Participant shall not be entitled to any Plan Shares until all applicable laws and regulations in connection with the issue or transfer of the Plan Shares have been complied with.

4.10Pharming shall pay the costs related to the issue or transfer of the Plan Shares upon granting or vesting. The Participant or the Legal Representative shall bear any transaction costs related to the sale of the Plan Shares according to the Participant’s instruction.

4.11The Plan Shares will be issued or transferred in accordance with the Articles of Association.

5.FORFEITURE OF CONDITIONAL RIGHTS
5.1In case of the termination of the employment of a Participant, the following shall apply:

a.Participants who (are required to) leave Pharming due to a Bad Leaver Event will forfeit any Conditional Rights immediately upon the date of their resignation. Such Conditional Rights shall be deemed cancelled and shall cease to exist automatically as per the last date of employment of the relevant Participant;

b.Participants who leave Pharming due to a Good Leaver Event, may (if the Board in its sole discretion shall so decide) retain all or part of the Conditional Rights granted to them prior to the date of their resignation during the Award Period. Any decision to allow such Participant to retain Conditional Rights must be acknowledged by the Board in writing; such decision can be re-considered by the Board if at a later stage a Cause appears to apply or have applied in respect of such Participant. Conditional Rights that may not be retained under the preceding sentence shall instead be deemed cancelled and shall cease to exist automatically as per the last date of employment of the relevant Participant; and

c.the Board is in its sole discretion entitled to decide to recover (on behalf of Pharming) from the Participant, who left Pharming due to a Bad Leaver Event or if at a later stage a Cause appears to apply or have applied in respect of such Participant, (the value of) any Plan Shares, as applicable, acquired as a result of the Conditional Right.

5.2The Board at its sole discretion is entitled to decide that the Conditional Right of a Participant to obtain Plan Shares are forfeited during the Award Period:

a.upon violation by the Participant of any provision of this Plan, which violation must be severe enough to justify forfeiture of the Conditional Right to obtain Plan Shares;
b.if during the Award Period the Participant was unable to perform his/her duties on the basis of the employment contract/management contract during 104 weeks due to illness, suspension or any other reason.

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5.3The Participant is not entitled to any compensation (for any losses suffered due to or) in connection with the forfeiture of Conditional Rights or the fact that participation in this Plan is terminated.

6.VARIATION OF SHARE CAPITAL
6.1If the Shares are split, each Conditional Right to obtain Plan Shares shall confer the right to acquire an aggregate nominal value of a Share as per the date of the split. If the Shares are consolidated, each Conditional Right to obtain Plan Shares shall confer the right to acquire a proportionate amount of one newly emerged Share as per the date of the consolidation. It is not possible to acquire a part of a Share.

6.2After the Shares legally cease to exist due to a merger or split and are replaced by the shares in the acquiring legal entity, each Conditional Right to obtain Plan Shares shall confer the right to acquire shares or depository receipts for shares in the capital of the acquiring company according to a ratio determined by the Board based on the Market Value of the Shares on the date of merger or split.

6.3If a Participant has not accrued sufficient Conditional Rights to obtain Plan Shares to acquire one new Share, the Participant may offer his Conditional Rights to Pharming and Pharming will have to repurchase the Conditional Right to obtain Plan Shares for the Market Value on the Transfer Date.

7.INSIDER TRADING RULES
7.1The Plan Shares obtained on the Transfer Date may only be sold by the Participant if he or she is not in the possession of Inside Information.

7.2The Participant is obliged to observe any and all applicable rules under MAR with respect to insider trading and market manipulation.

7.3The Participants are bound by the Insider Code.

7.4If a Participant has any doubt as to whether or not he or she is in the possession of Inside Information, he or she should at all times consult Pharming’s Business Integrity Officer to help determine whether the information constitutes Inside Information.

8.FILING OBLIGATIONS
To the extent applicable, each Participant shall be responsible for any required filings with the AFM pursuant to Dutch law in connection with (i) the granting of the Conditional Rights in accordance with article 3 and the Granting Letter, (ii) the transfer or issuance of Plan Shares in accordance with article 4, and (iii) the expiry of any Conditional Rights that have not become unconditional on the Transfer Date. If and when applicable, each Participant can request Pharming’s Business Integrity Officer to make such required filings with the AFM on his or her behalf.

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9.TAXES AND SOCIAL SECURITY CONTRIBUTIONS
9.1Any and all tax liability, including but not limited to social security contributions (or equivalent) (to the extent payable by the Participant or his Legal Representative), due in connection with this Plan, shall be for the account of the Participant or his Legal Representative, respectively.

9.2The Plan Shares shall not be transferred to the Participant until the Participant or his Legal Representative has complied with arrangements specified by Pharming for the payment of any tax (including without limitation the deduction of tax at source) and/or social security contributions (or equivalent).

9.3Each Participant agrees to indemnify Pharming against any tax and/or social security claim of whatever nature or any other liability or obligation incurred by Pharming which relates to the liability of a Participant in the Plan to tax or social security (or equivalent).

9.4Any liability of Pharming to make employer social security contributions for its own account in respect to the Conditional Right to obtain Plan Shares provided under this Plan shall not be the liability of the Participant or Legal Representative, respectively.

9.5Pharming shall not be responsible for any administrative formalities in respect of this Plan for any Participant after such Participant having left Pharming.

10.DATA PROTECTION
10.1Pharming may process personal data relating to the Participants in connection with the administration and operation of this Plan. The personal data of the Participants which may be processed in this respect may include a copy of an identification document, contact details and bank and securities account numbers. Each Participant’s personal data shall be stored by Pharming for such time period as is necessary to administer such Participant’s participation in the Plan or as otherwise permitted under applicable law.

10.2Each Participant’s personal data shall be handled by Pharming in a proper and careful manner in accordance with applicable law, including the General Data Protection Regulation (GDPR) and the rules and regulations promulgated pursuant thereto. Participants have the right to lodge complaints with an applicable supervisory authority regarding Pharming’s processing of personal data pursuant to this Plan.

10.3Pharming shall implement technical and organisational measures designed to protect personal data processed pursuant to Article 10.1. Personnel or third parties that have access to such personal data shall be bound by confidentiality obligations.

10.4Pharming shall abide by any statutory rights the Participants may have regarding their respective personal data processed pursuant to Article 10.1, which includes the right to

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access, rectification, erasure, restriction of processing, objection to processing and portability of such personal data.

10.5In connection with the administration and operation of this Plan, Pharming may transfer personal data processed pursuant to Article 10.1 to one or more third parties, provided that there is a legitimate interest in doing so. Where such third parties are located outside the European Economic Area in countries that are not considered to provide for an adequate level of data protection, Pharming shall ensure that sufficient data protection safeguards are put in place, failing which explicit consent for such transfer shall be obtained from the Participant(s) concerned.

10.6Pharming may establish one or more privacy policies providing further information on data protection and applying to the processing of personal data of the Participants by Pharming in connection with the administration and operation of this Plan.

11.AMENDMENT AND TERMINATION OF THE PLAN
Any amendment or termination of this Plan may affect rights already granted. If and when the Board amends this Plan or executes a new or adjusted Long Term Incentive Plan for Employees which replaces or prolongs this Plan any and all Conditional Rights to obtain Plan Shares granted will become subject to such a new or adjusted plan.

12.GENERAL PROVISIONS
12.1The Participant shall maintain full confidentiality in respect of this Plan and the contents thereof and consequently shall not disclose - except to the extent required by law or governmental regulations and except within the circle of other Participants or Shareholders
- the Plan and any matter arising from implementation thereof and/or the contents thereof to any third party.

12.2This Plan and any offer or right related thereto or any further agreements or notices resulting from it, are governed by the laws of The Netherlands.

12.3Any differences arising from this Plan and any offer or right related thereto, and any further agreements or notices resulting from it that cannot be settled amicably, shall be brought before the competent court in The Hague, The Netherlands, or, alternatively, at the option of Pharming or the Subsidiary employing the Participant, before the competent court in the place where such Participant is residing or employed.

12.4This Plan shall exist next to any Stock Option Plan, as it may be in force from time to time and any other equity award plan as may be in force from time to time.

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