ASM International N : Material Elements Management Services Contract Mr. P.A.H. Verhagen | 0.10MB ZIP HTML

MATERIAL ELEMENTS MANAGEMENT SERVICES CONTRACT MR. P.A.H. VERHAGEN

(BASED UPON THE REMUNERATION POLICY FOR THE MANAGEMENT BOARD AS APPLICABLE PER MARCH 1, 2023)

Mr. Verhagen was appointed as a member of the Management Board and Chief Financial Officer of ASM International with effect as of June 1, 2021.

Mr. Verhagen's contract is a written Management Services Agreement with the company for a fixed period of four years until the Annual General Meeting in 2025. The agreement is subject to Dutch law.

Mr. Verhagen is entitled to an annual gross Base Fee of rounded € 538,000 gross, which may be adjusted from time to time in accordance with the Remuneration policy.

A notice period of 3 months for Mr. Verhagen and 6 months for ASM International is applicable. Mr. Verhagen is participating in the pension plan offered to members of the Management Board.

Mr. Verhagen is eligible for an annual, performance based, Short Term Cash Incentive ('STI') of up to 75% of his annual base salary in case of on target performance, and up to a maximum of 125% of his annual base salary in case of outperformance.

As for the Long Term Share Incentive ('LTI'), Mr. Verhagen is eligible for a number of performance shares granted for on target performance that relates to predetermined financial indicators. The final number of shares to be vested will be determined by the Supervisory Board after completion of the three-year performance period. The target level of the LTI is set at 125% of annual base salary. The maximum number of shares that will be granted in case of outperformance is 150% of the number for on target performance. The number of shares granted will be zero if both of the targets are below threshold level.

MB members are required to hold the vested performance shares during a holding period of 2 years. Furthermore, a shareholding obligation is applicable in value of at least twice the annual Base Fee.

In case of termination of the agreement by ASM International, for reasons which are not exclusively or mainly found in acts or omissions on the side of the Management Board member or in case of a termination of the agreement with mutual consent, a severance amount equal to twelve (12) monthly instalments of the annual gross Base Fee will be made available upon the effective date of termination. In case of change of control events different rules may be applicable.

For more details reference is made to the ASM Management Board Remuneration Policy 2022- onwards as adopted during the Annual General Meeting on May 16, 2022 and available on the ASM website: www.asm.com