SE and may allow you to give sell orders regarding shares held by you.
We may at any time decide to stop using an online equity portal, to switch to a different provider or to use a different mechanism for managing equity incentives. Your access to any such online or other system may be subject to you accepting the terms and conditions of third-party service provider(s). argenx will not be liable for any malfunction in a third-party online equity portal, its availability (even where non-availability is at the instruction of argenx), the execution of orders given through such portal or otherwise. You are responsible for keeping any personal information in the equity portal up to date. argenx cannot be held liable for any potential losses arising from you not keeping the required information up to date. You are responsible for keeping your login information secret, choosing and regularly changing an appropriate password and use such further security measures (such as two-factor authentication) as are made available through the platform to maximally secure your access to such equity portal.
4.1.4.Please note that there is no guarantee that there will be a buyer for your shares at your asking price or at all and if there is a market for the shares it may not be possible to execute the full sale order on any specific day or days. If you do not wish to sell your shares for a price lower than a specific threshold, you are responsible for ensuring this threshold is applied in the transaction instruction.
4.2.Exercising Stock options
4.2.1.Unless otherwise specified in this plan (including the annexes), vested stock options can be exercised immediately upon vesting.
4.2.2.You can enter orders to exercise vested stock options in the online equity portal. The intermediary designated by argenx SE will then create shares in argenx SE equal to the number of stock options exercised, and either (i) transfer the shares to you, against payment by you of the full amount of the exercise price (plus taxes, see section 5 below) to argenx, or (ii) sell the shares on your behalf on the Euronext Brussels stock exchange, using the proceeds (if sufficient) to pay the exercise price of the shares to argenx SE, and the remainder (after taxes, see section 5 below) to your bank account.
4.2.3.The term of stock options is 10 years and stock options will lapse and are no longer exercisable after the lapse of 10 years from the date of grant.
4.2.4.If you leave argenx (or are dismissed) and are no longer a key person, you must exercise any vested options before the later of (i) 90 days after your last working day at argenx or (ii) 31 March of the 4th year following the date of grant of
those options, and in any case no later than the expiration date of the option.
4.3.Settlement of vested RSUs and PSUs
4.3.1.argenx will settle vested RSUs and PSUs by issuing shares to you within 10 business days after the vesting date of such RSUs and/or PSUs. In the event that argenx has a withholding obligation on payments made to you, 5.1.2 applies.
4.3.2.RSUs and PSUs do not give you any shareholder rights. Shares issuable in relation to vested RSUs and/or PSUs do not give you shareholder rights or the ability to transfer such shares, unless and until they are issued and transferred by us to your securities account.
4.3.3.If our board of directors so decides in relation to a change of control (or any party acquiring control over argenx SE through a change of control so decides), RSUs and/or PSUs may at all times be settled in cash, in which case the holder of such RSU or PSU, as the case may be, shall receive an amount equal to the amount per share payable in relation to such change of control, minus the amount of any taxes (income or employee social security tax or other) payable thereon, if any.
4.4.Fees
Any fees or taxes payable in relation to the exercise and/or settlement of your stock options and/or RSUs and/or PSUs, including any applicable fees payable to any broker and/or administration fees and/or stock exchange taxes or similar duties or taxes, shall be borne by you (and, as the case may be, may be deducted from any amount payable to you or be settled in accordance with the mechanisms set out in Section 5.1.2).
5.TAXATION – JURISDICTION SPECIFIC RULES
5.1.General – tax liability
5.1.1.You are fully liable and responsible for any income, wage taxes, employee social security contributions or any other taxes, levies or charges due in relation to the equity incentives granted hereunder, including the receipt and exercise of stock options, the receipt and settlement of RSUs and/or PSUs and the holding and sale of any shares underlying stock options, RSUs and PSUs, as may be the case.
5.1.2.If any tax and/or social security authority raise a claim in relation to your income and/or wage tax and employee social security contributions against argenx, we will, to the extent permitted by law, be entitled to reclaim from you