Himax Technologies : Long-Term Incentive Plan

HIMAX TECHNOLOGIES, INC.

2011 LONG-TERM INCENTIVE PLAN

Amended and Restated as of August 31st day, 2016, 2nd Amended and Restated as of August 28th day, 2019, and

3rd Amended and Restated as of August 16th day, 2022Article 1. Establishment, Purpose and Duration

1.1 Establishment. Himax Technologies, Inc., a limited liability company formed under the laws of the Cayman Islands (the "Company"), establishes an incentive compensation plan to be known as the Himax Technologies, Inc. 2011 Long-TermIncentive Plan (as may be amended from time to time and Amended and Restated as of August 31st day, 2016, 2nd Amended and Restated as of August 28th day, 2019 and 3rd Amended and Restated as of August 16th day, 2022, hereinafter collectively referred to as the "Plan"), as set forth in this document.

This Plan permits the grant of Options (as defined in Section 2.17) and RSUs (as defined in Section 2.23).

This Plan shall become effective upon approval of the Company's shareholders (the "Effective Date") and shall remain in effect as provided in Section 1.3.

1.2 Purpose. The purpose of this Plan is to provide a means whereby Employees, Directors or Service Providers of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders.

A further purpose of this Plan is to provide a means through which the Company may attract able individuals to become Employees, or serve as Directors or Service Providers of the Company, and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company are of importance, can acquire and maintain share ownership, thereby strengthening their concern for the welfare and future development of the Company.

1.3 Duration of this Plan. Unless sooner terminated as provided in this Plan, this Plan shall be terminated Fourteen (14) eleven (11)years from the Effective Date; for the avoidance of doubt as Amended and Restated of the Plan by extending its duration for three (3) years to September

6th day, 2019, 2nd Amended and Restated again of the Plan by extending its duration for three (3) years to September 6th day, 2022 and further 3rd Amended and Restated of the Plan by extending its duration for three (3) years to September 6th day, 2025. After this Plan is terminated, no Awards may be granted, but any Award previously granted shall remain outstanding in accordance with the terms and conditions of this Plan and such Award's Award Document.

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Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

1. "ADS" means American depositary share, each ADS representing two (2) Shares.
2. "Affiliate" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company.
3. "Award" means, individually or collectively, a grant under this Plan of an Option or RSUs subject to the terms and conditions of this Plan.
4. "Award Document" means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and conditions applicable to an Award, or (b) a written statement issued by the Company to a Participant describing the terms and conditions of such Award.
5. "Board" means the board of directors of the Company.
6. "Change in Control" means any of the following events:

1. the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;
2. a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;
3. a reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding directly or indirectly those securities immediately prior to such merger;
4. the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company;
5. the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company; or
6. as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the

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foregoing transactions (a "Transaction"), the persons who are members of the Board before the Transaction will cease to constitute a majority of the board of directors of the Company or any successor thereto.

Notwithstanding the foregoing, in no event will a Change in Control be considered to have occurred as a result of: (i) the distribution by the Company to its stockholder(s) of stock in an Affiliate; (ii) the contribution by the Company of some or all of its assets in a transaction governed by Section 351 of the Code; (iii) any inter-company sale or transfer of assets between the Company and any Affiliate thereof; (iv) a dividend distribution by the Company;

1. 1. a loan by the Company to any third party or an Affiliate; (vi) a Transaction, or series of Transactions, after which an Affiliate of the Company before such Transaction or series of Transactions, is either directly or indirectly in control of the Company thereafter; (vii) if the controlling stockholder is a trust, the acquisition, directly or indirectly, of the beneficial ownership of securities of the Company by any beneficiary of such trust if such beneficiary has a greater than twenty-five percent (25%) interest in such trust, or any descendants, spouse, estate or heirs of any such beneficiary, or a trust established for such beneficiary or for any descendants, spouse or heirs of such beneficiary; or (viii) the first underwritten primary public offering of the Shares of the Company pursuant to an effective registration statement (other than a registration statement on Form S-4 or Form S-8 or any similar or successor form) under the Securities Act; and provided further that if and to the extent any of the events described in clauses (a) through (f) above would cause penalty taxation under Section 409A of the Code with respect to any Award, then the relevant clause(s) and/or any relevant provision of this Plan or an Award Document may be unilaterally amended by the Committee with respect to such Award(s), and correlative action may be unilaterally taken by the Committee with respect to such Award(s), to avoid such penalty.
2. "Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time.
3. "Committee" means the compensation committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board.
4. "Company" has the meaning set forth in Section 1.1, and any successor thereto as provided in Article 13.
5. "Director" means any individual who is a member of the Board.
6. "Effective Date" has the meaning set forth in Section 1.1.
7. "Employee" means any employee of the Company or an Affiliate.
8. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended from time
   to time.
9. "Exercise Price" means the price at which a Share may be purchased by a Participant pursuant to an Option.
10. "FMV" means a price that is based on the opening, closing, actual, high, low or average selling prices of a Share or an ADS, reported on Nasdaq or other established stock exchange or

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market upon which the Shares or ADSs are then listed and/or traded on the applicable date, the preceding trading day, the next succeeding trading day or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, if the Shares or ADSs are traded over-the-counter at the time a determination of its FMV is made under this Plan, its FMV shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of a Share or ADS on the most recent date on which Shares or ADSs were publicly traded. In the event Shares or ADSs are not publicly traded at the time a determination of their value is made under this Plan, the determination of their FMV shall be made by the Committee in such manner as it deems appropriate. Such determination(s) of FMV shall be specified in each Award Document and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement or payout of an Award. Notwithstanding the foregoing, with respect to Awards granted on the date of an IPO, the price at which the Shares or ADSs are sold to the public in the IPO.

1. "IPO" means initial public offering, the first underwritten primary public offering of the Shares of the Company pursuant to an effective registration statement (other than a registration statement on Form S-4 or Form S-8 or any similar or successor form) under the Securities Act.
2. "Option" means an Award that is granted under Article 6.
3. "Participant" means any eligible individual as set forth in Article 5 to whom an Award
   is granted.
4. "Period of Restriction" means the period when RSUs are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 7.
5. "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the
   Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in
   Section 13(d) thereof.
6. "Plan" has the meaning set forth in Section 1.1.
7. "Plan Year" means the calendar year.
8. "RSU" means an Award, designated as a "restricted share unit", granted under Article 7.
9. "Securities Act" means the U.S. Securities Act of 1933, as amended from time to time.
10. "Service Provider" means any individual who serves as a consultant, agent, advisor or independent contractor who renders services to the Company or an Affiliate (a) other than in connection with the offer and sale of the Company's securities in a capital raising transaction and (b) who does not directly or indirectly promote or maintain a market for the Company's securities.
11. "Share" means an ordinary share of the Company, $0.3 par value per share.
12. "Share Authorization" has the meaning set forth in Section 4.1.

Article 3. Administration

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1. General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee or Service Provider, and the Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final, binding and conclusive upon the Participants, the Company and all other interested individuals.
2. Authority of the Committee. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of this Plan and any Award Document or other agreement or document ancillary to or in connection with this Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments and guidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall include selecting Award recipients; establishing all Award terms and conditions, including the terms and conditions set forth in Award Documents; granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company; and, subject to Article 11, adopting modifications and amendments to this Plan or any Award Document, including any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company and/or its Affiliates operate.
3. Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company and/or its Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. Subject to compliance with applicable law, the Committee may, by resolution, authorize one or more officers of the Company to designate Employees to be recipients of Awards.

Article 4. Shares Subject to this Plan and Maximum Awards

1. Number of Shares Available for Awards. Subject to adjustment as provided in Section 4.3, the maximum number of Shares available for grant to Participants under this Plan (the "Share Authorization") shall be an amount equal to 20,000,000 Shares. The Shares may be authorized, but unissued Shares.
2. Share Usage. Shares covered by an Award shall only be counted as used to the extent they are actually issued or otherwise delivered. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance or other delivery of such Shares, are settled in cash in lieu of Shares or are exchanged with the Committee's permission, prior to the issuance or other delivery of Shares, for Awards not involving Shares, shall be available again for grant under this Plan.
3. Adjustments in Authorized Shares. In the event of any corporate event or transaction (including a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution or

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