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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 15, 2023
uniQure N.V.
(Exact Name of Registrant as Specified in
Charter)
The Netherlands |
|
001-36294 |
|
N/A |
(State or Other
Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Paasheuvelweg 25a,
1105 BP Amsterdam, The Netherlands |
|
N/A |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +31-20-566-7394
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered: |
Ordinary
Shares, par value €0.05 per share |
|
QURE |
|
The Nasdaq Stock Market LLC
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07, on November 15, 2023, at the 2023 Extraordinary
General Meeting of Shareholders (the “Extraordinary Meeting”), the shareholders of uniQure N.V. (the “Company”)
approved (i) an amendment and restatement of the Company’s 2014 Share Incentive Plan (the “2014 Plan Restatement”)
to, among other things, extend the term to November 14, 2033, and (ii) an amendment to the 2014 Plan Restatement to increase
the number of ordinary shares reserved for issuance thereunder (the “Restatement Amendment”). The Board of Directors of the
Company approved the 2014 Plan Restatement and Restatement Amendment on September 27, 2023, and directed that the 2014 Plan Restatement
and the Restatement Amendment be submitted to a vote of the shareholders at the Extraordinary Meeting. The 2014 Plan Restatement and the
Restatement Amendment became effective immediately upon shareholder approval at the Extraordinary Meeting.
Descriptions of the 2014 Plan Restatement and the Restatement Amendment
are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2023
(“Proxy Statement”). The foregoing description of the material terms of the 2014 Plan Restatement and the Restatement Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 Plan Restatement, as amended
by the Restatement Amendment, a conformed copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 15, 2023, the Company held
the Extraordinary Meeting. There were 47,811,479 Ordinary Shares entitled to be voted and 25,787,680 Ordinary Shares were voted in
person or by proxy at the Extraordinary Meeting.
The following are the voting results for the proposals considered and
voted upon at the Extraordinary Meeting, all of which are described in the Company’s Proxy Statement.
Voting
Proposal 1 - Resolution to approve the amendment and restatement of the Company’s 2014 Share Incentive Plan. This proposal
was approved as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
23,912,867 | |
1,853,438 | |
21,375 | |
0 |
Voting
Proposal 2 – If Voting Proposal No. 1 is adopted, resolution to approve an increase in the number of shares available
under the 2014 Plan Restatement and authorization of the Board as the competent body to issue Ordinary Shares and grant rights to subscribe
for Ordinary Shares pursuant to the 2014 Plan. This proposal was approved as set forth below:
For | |
Against | |
Abstain | |
Broker Non-Votes |
23,907,957 | |
1,855,973 | |
23,750 | |
0 |
Based on the foregoing votes, the shareholders approved Voting Proposals
1 and 2.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
UNIQURE N.V. |
|
|
|
|
|
Date: November 17, 2023 |
By: |
/s/ Jeannette Potts |
|
|
Jeannette Potts |
|
|
Chief Legal and Compliance Officer |
Exhibit 10.1
uniQure N.V.
2014 Share Incentive Plan
(Amended and Restated effective as of November 15,
2023, as amended by the First Amendment effective as of November 15, 2023)
The purpose of this 2014 Share
Incentive Plan, as herein amended and restated (the “Plan”) of uniQure N.V., a public limited company incorporated
under the laws of the Netherlands (the “Company”), is to advance the interests of the Company’s shareholders
by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the
Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better
align the interests of such persons with those of the Company’s shareholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the U.S. Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”)
and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a
controlling interest, as determined by the Board of Directors of the Company (the “Board”). The Plan was initially
effective as of January 9, 2014 and was amended effective as of June 10, 2015, amended and restated as of June 15, 2016
and June 13, 2018, and further amended effective as of June 16, 2021. This amended and restated Plan will be effective as of
November 15, 2023, subject to the approval of the Company’s shareholders (the “Amendment Effective Date”).
Changes made pursuant to this
amendment and restatement shall only apply to Awards granted on or after the Amendment Effective Date. Awards granted prior to the Amendment
Effective Date shall continue to be governed by the applicable Award agreements and the terms of the Plan, without giving effect to changes
made pursuant to this amendment and restatement, and the Board shall administer such Awards in accordance with the Plan, without giving
effect to changes made pursuant to this amendment and restatement.
All of the Company’s
employees, executive directors and non-executive directors, as well as consultants and advisors to the Company (as such terms are defined
and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”),
or any successor form) are eligible to be granted Awards under the Plan. Eligibility to participate in the Plan shall be determined at
the sole discretion of the Board. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award”
means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Shares (as defined in Section 7), Restricted
Share Units (as defined in Section 7) and Other Share-Based Awards (as defined in Section 8).
| 3. | Administration and Delegation |
(a) Administration
by the Board. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal
such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret
the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding
on all persons having or claiming any interest in the Plan or in any Award.
(b) Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated
to such Committee.
| 4. | Shares Available for Awards |
| (a) | Number of Shares; Share Counting. |
(1) Authorized
Number of Shares. Authorized Number of Shares. Subject to adjustment under this Section 4(a) and Section 9, the aggregate
number of ordinary shares (€0.05 par value per share) of the Company (the “Ordinary Shares”) that may be issued with
respect to Awards granted under the Plan on or after the Amendment Effective Date shall not exceed 2,251,785 Ordinary Shares, including
(i) 501,785 shares, which is the number of shares that remained available for Awards under the Plan as of August 31, 2023 and
(ii) 1,750,000 shares.
(2) Share
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan:
(A) the
gross number of Ordinary Shares covered by SARs shall be counted against the number of shares available for the grant of Awards under
the Plan; provided, however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company
grants a SAR in tandem with an Option for the same number of Ordinary Shares and provides that only one such Award may be exercised (a
“Tandem SAR”), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and
the expiration of one in connection with the other’s exercise will not restore shares to the Plan; and
(B) Ordinary
Shares delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase Ordinary
Shares upon the exercise of an Award or (ii) satisfy tax withholding obligations with respect to Awards (including shares retained
from the Awards creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards.
(b) Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Awards in substitution for any options or other share or share-based awards granted by such entity
or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding
any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a),
except as may be required by reason of Section 422 and related provisions of the Code.
(a) General.
The Board may grant options to purchase Ordinary Shares (each, an “Option”) and determine the number of Ordinary
Shares to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of
each Option, including conditions relating to applicable securities laws, as it considers necessary or advisable. No dividends or dividend
equivalents shall be paid with respect to Options.
(b) Incentive
Share Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the
Code (an “Incentive Share Option”) shall only be granted to employees of uniQure N.V., any of uniQure N.V.’s
present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities
the employees of which are eligible to receive Incentive Share Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Share Option shall
be designated a “Share Option.” The Company shall have no liability to a Participant, or any other party, if an Option
(or any part thereof) that is intended to be an Incentive Share Option is not an Incentive Share Option or if the Company converts an
Incentive Share Option to a Share Option. On and after the Amendment Effective Date, Awards with respect to a maximum of 200,000 Ordinary
Shares may be granted in the form of Incentive Share Options under the Plan.
(c) Exercise
Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement,
which shall be not less than 100% of the Fair Market Value per Ordinary Share on the date the Option is granted; provided, however, that
if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not
less than 100% of the Fair Market Value on such future date. For purposes of the Plan, unless otherwise required by applicable law, the
Fair Market Value per Ordinary Share as of any date shall be (A) if the Ordinary Shares are readily tradeable on a national securities
exchange or other market system, either (I) or (II), as determined by the Board on or prior to the date of grant, where (I) is
the average of the closing sales prices of the Ordinary Shares during regular trading hours for the ten trading days following the date
of grant and (II) is the closing sales price of the Ordinary Shares during regular trading hours on the date of grant, or (B) if
the Ordinary Shares are not readily tradeable on a national securities exchange or other market system, the amount determined in good
faith by (or in a manner approved by) the Board (“Fair Market Value”). Notwithstanding the foregoing (x) for purposes
of any Option intended to be an Incentive Share Option, Fair Market Value shall be determined in accordance with the applicable provisions
of Section 422 of the Code and the corresponding regulations, (y) for purposes of any Share Option granted to a Participant
who is subject to taxation in the United States, Fair Market Value shall be determined in accordance with the applicable provisions of
Section 409A of the Code and the corresponding regulations and (z) in no event shall the exercise price of any Option be less
than the nominal value per Ordinary Share.
(d) Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the
applicable Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.
(e) Exercise
of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved
by the Company, together with payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of shares
for which the Option is exercised. Ordinary Shares subject to the Option will be delivered by the Company as soon as practicable following
exercise.
(f) Payment
Upon Exercise. Ordinary Shares purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:
| (1) | By wire transfer, in cash or by check, payable to the order of the Company; |
(2) except
as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the
exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any
required tax withholding;
(3) to
the extent provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by delivery (either by actual
delivery or attestation) of Ordinary Shares owned by the Participant valued at their Fair Market Value, provided (i) such method
of payment is then permitted under applicable law, (ii) such Ordinary Shares, if acquired directly from the Company, were owned by
the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Ordinary
Shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
(4) to
the extent provided for in the applicable Share Option agreement or approved by the Board in its sole discretion, by delivery of a notice
of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying
the portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for
the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise;
(5) to
the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion,
by payment of such other lawful consideration as the Board may determine; or
(6) by
any combination of the above-permitted forms of payment.
| 6. | Share Appreciation Rights |
(a) General.
The Board may grant Awards consisting of share appreciation rights (“SARs”) entitling the holder, upon exercise, to
receive an amount of Ordinary Shares or cash or a combination thereof (such form to be determined by the Board) determined by reference
to appreciation, from and after the date of grant, in the Fair Market Value of an Ordinary Share over the measurement price established
pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date. No dividends or dividend
equivalents shall be paid with respect to SARs.
(b) Measurement
Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement
price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant
of a SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.
(c) Duration
of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable
SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.
(d) Exercise
of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by
the Company, together with any other documents required by the Board.
| 7. | Restricted Shares; Restricted Share Units |
(a) General.
The Board may grant Awards entitling recipients to acquire Ordinary Shares (“Restricted Shares”), subject to the right
of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture
of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are
not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may
also grant Awards entitling the recipient to receive Ordinary Shares or cash to be delivered at the time such Award vests (“Restricted
Share Units”) (Restricted Shares and Restricted Share Units are each referred to herein as a “Restricted Share Award”).
(b) Terms
and Conditions for All Restricted Share Awards. The Board shall determine the terms and conditions of a Restricted Share Award, including
the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.
(c) Additional
Provisions Relating to Restricted Shares; Dividends. Any dividends (whether paid in cash or shares) declared and paid by the Company
with respect to shares of Restricted Shares (“Accrued Dividends”) shall be paid to the Participant only if and when
such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued
Dividends will be made no later than the end of the calendar year in which the dividends are paid to shareholders of that class of shares
or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions
applicable to the underlying shares of Restricted Shares. For the avoidance of doubt, dividends declared and paid by the Company with
respect to Restricted Shares that are subject to restrictions on transfer and forfeitability shall be paid if and to the extent that the
restrictions on transfer and forfeitability with respect to the underlying Restricted Shares lapse, as determined by the Board.
| (d) | Additional Provisions Relating to Restricted Share Units. |
(1) Settlement.
Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Share Unit, the Participant
shall be entitled to receive from the Company the number of shares of Ordinary Shares set forth in the applicable Award agreement or (if
so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one of such number of Ordinary Shares.
The Board may, in its discretion, provide that settlement of Restricted Share Units shall be deferred, on a mandatory basis or at the
election of the Participant in a manner that complies with Section 409A of the Code.
(2) Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Share Units.
(3) Dividend
Equivalents. The Award agreement for Restricted Share Units may provide Participants with the right to receive an amount equal to
any dividends or other distributions declared and paid on an equal number of outstanding Ordinary Shares (“Dividend Equivalents”).
Dividend Equivalents may be paid currently (but only to the extent the Restricted Share Units are vested) or credited to an account for
the Participant, may be settled in cash and/or Ordinary Shares and may be subject to the same restrictions as the Restricted Share Units
with respect to which paid, in each case to the extent provided in the Award agreement. Notwithstanding the foregoing, Dividend Equivalents
with respect to Restricted Share Units that are subject to restrictions shall be paid only if and to the extent that the restrictions
with respect to the underlying Restricted Share Units lapse, as determined by the Board.
| 8. | Other Share-Based Awards |
(a) General.
Other Awards of Ordinary Shares, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Ordinary
Shares or other property, may be granted hereunder to Participants (“Other Share-Based Awards”). Such Other Share-Based
Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of
compensation to which a Participant is otherwise entitled. Other Share-Based Awards may be paid in Ordinary Shares or cash, as the Board
shall determine. Any dividends or Dividend Equivalents with respect to Other Share-Based Awards shall be paid only if and to the extent
that restrictions with respect to the underlying Other Share-Based Award lapse, as determined by the Board.
(b) Terms
and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Share-Based
Award, including any purchase price applicable thereto.
| 9. | Adjustments for Changes in Ordinary Shares and Certain Other Events |
(a) Changes
in Capitalization. In the event of any share split, share consolidation, share dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of
Ordinary Shares other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the
share counting rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of
each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the
number of shares subject to and the repurchase price per share subject to each outstanding Restricted Share Award and (vi) the share
and per-share-related provisions and the purchase price, if any, of each outstanding Restricted Share Unit or Other Share-Based Award,
shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without
limiting the generality of the foregoing and subject to compliance with Section 409A of the Code, if applicable, in the event the
Company effects a split of the Ordinary Shares by means of a share dividend and the exercise price of and the number of shares subject
to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend),
then an optionee who exercises an Option between the record date and the distribution date for such share dividend shall be entitled to
receive, on the distribution date, the share dividend with respect to the Ordinary Shares acquired upon such Option exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on the record date for such share dividend.
(b) Reorganization
Events.
(1) Definition.
A “Reorganization Event” shall be deemed to have occurred upon any of the following events:
(A) any
person or other entity (other than any of the Company’s subsidiaries or any employee benefit plan sponsored by the Company or any
of its subsidiaries), including any person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, directly
or indirectly, of more than 50% of the total combined voting power of all classes of capital stock of the Company normally entitled to
vote for the election of directors of the Company (the “Voting Stock”);
(B) consummation
of the sale of all or substantially all of the property or assets of the Company; or
(C) consummation
of a consolidation or merger of the Company with another corporation (other than with any of the Company’s subsidiaries), which
results in the stockholders of the Company immediately before the occurrence of the consolidation or merger owning, in the aggregate,
less than 51% of the Voting Stock of the surviving entity.
Notwithstanding the foregoing, the Board may provide
for a different definition of “Change in Control” in an Award agreement if it determines that such different definition is
necessary or appropriate, including without limitation, to comply with the requirements of Section 409A of the Code.
| (2) | Consequences of a Reorganization Event on Awards. |
(A) In
connection with a Reorganization Event where the Company is not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Board determines otherwise, all outstanding Awards that are not exercised or paid at the time of the Reorganization
Event shall be assumed by, or replaced with Awards that have comparable terms by, the surviving corporation (or a parent or subsidiary
of the surviving corporation). After a Reorganization Event, references to the “Company” as they relate to employment matters
shall include the successor employer, unless the Board provides otherwise.
(B) Unless
the Award agreement provides otherwise, if a Participant’s employment or other service is terminated by the Company without cause
(as determined by the Board) upon or within 12 months following a Reorganization Event, the Participant’s outstanding Awards shall
become fully exercisable and any restrictions on such Awards shall lapse as of the date of such termination; provided that if the restrictions
on any such Awards is based, in whole or in part, on performance, the applicable Award agreement shall specify how the portion of the
Award that becomes vested pursuant to this Section 9(b)(2) shall be calculated.
(C) In
connection with a Reorganization Event, if all outstanding Awards are not assumed by, or replaced with Awards that have comparable terms
by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Board may take any one or more of the following
actions as to all or any (or any portion of) outstanding Awards on such terms as the Board determines without the consent of any Participant
(except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the
Participant): (i) upon written notice to a Participant, provide that all of the Participant’s unexercised and/or unvested Awards
will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then
exercisable) within a specified period following the date of such notice, (ii) provide that outstanding Awards shall become exercisable,
realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization
Event, (iii) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares will receive upon consummation
thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide
for a cash payment to Participants with respect to each Award held by a Participant equal to (I) the number of shares of Ordinary
Shares subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately
prior to such Reorganization Event) multiplied by (II) the excess, if any, of (x) the Acquisition Price over (y) the exercise,
measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (iv) provide
that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds
(if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (v) any combination
of the foregoing. In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan
to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically. Such surrender, termination or payment
shall take place as of the date of the Reorganization Event or such other date as the Board may specify. Without limiting the foregoing,
(1) if the per share Acquisition Price does not exceed the per share Option exercise price or SAR measurement price, as applicable,
the Company shall not be required to make any payment to the Participant upon surrender of the Option or SAR and (2) upon the occurrence
of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary
in the instrument evidencing any Restricted Shares or any other agreement between a Participant and the Company, all restrictions and
conditions on all Restricted Shares then outstanding shall automatically be deemed terminated or satisfied.
(D) Notwithstanding
the foregoing in this Section 9(b)(2), in the case of outstanding Restricted Share Units that are subject to Section 409A of
the Code: (i) if the applicable Restricted Share Unit agreement provides that the Restricted Share Units shall be settled upon a
“change in control event” within the meaning of U.S. Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization
Event constitutes such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A) and
the Restricted Share Units shall instead be settled in accordance with the terms of the applicable Restricted Share Unit agreement; and
(ii) the Board may only undertake the actions set forth in clauses (ii), (iii) or (iv) of Section 9(b)(2)(C) if
the Reorganization Event constitutes a “change in control event” as defined under U.S. Treasury Regulation Section 1.409A-3(i)(5)(i) and
such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event”
as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation
does not assume or substitute the Restricted Share Units pursuant to Section 9(b)(2)(A), then the unvested Restricted Share Units
shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.
(E) For
purposes of Section 9(b)(2)(A), an Award (other than Restricted Shares) shall be considered assumed if, following consummation of
the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each Ordinary Share
subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or
other property) received as a result of the Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately
prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Ordinary Shares); provided, however, that if the consideration received as a result
of the Reorganization Event is not solely ordinary shares or common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon
the exercise or settlement of the Award to consist solely of such number of ordinary shares or common stock of the acquiring or succeeding
corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another
date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization
Event.
| 10. | General Provisions Applicable to Awards |
(a) Transferability
of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted,
either voluntarily or by operation of law, except by will or the laws of descent and distribution applicable to such Participant or, other
than in the case of an Incentive Share Option, pursuant to a qualified domestic relations order, and, during the life of the Participant,
shall be exercisable only by the Participant; provided, however, that the Board may permit or provide in an Award for the gratuitous transfer
of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the
benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the
Securities Act for the registration of the sale of the Ordinary Shares subject to such Award to such proposed transferee; provided further,
that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as
a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming
that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 10(a) shall
be deemed to restrict a transfer to the Company.
(b) Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms
and conditions in addition to those set forth in the Plan.
(c) Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat Participants uniformly.
(d) Termination
of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment,
authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period
during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death
or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.
(e) Withholding.
The Participant must satisfy all applicable Dutch, United States and other applicable national, federal, state, and local or other income,
national insurance, social and employment tax withholding obligations before the Company will deliver or otherwise recognize ownership
of Ordinary Shares under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary
or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount,
if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding
obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same
time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by
the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery
or attestation) of Ordinary Shares, including shares retained from the Award creating the tax obligation, valued at their Fair Market
Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where shares are being used to satisfy
such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for Dutch, United States and other applicable national, federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.
(f) Amendment
of Award. Subject to Section 11(c), the Board may amend, modify or terminate any outstanding Award, including but not limited
to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting
an Incentive Share Option to a Share Option. The Participant’s consent to such action shall be required unless (i) the Board
determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s rights
under the Plan or (ii) the change is permitted under Section 9 or is intended to make the Award comply with applicable law.
(g) Conditions
on Delivery of Ordinary Shares. The Company will not be obligated to deliver any Ordinary Shares pursuant to the Plan or to remove
restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed
to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such
representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or
regulations.
(h) Acceleration.
Notwithstanding Section 10(i), the Board may at any time provide that any Award shall become immediately exercisable in whole or
in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.
(i) Minimum
Vesting. Awards granted under the Plan shall vest or become exercisable over a period that is not less than one year from the date
of grant. Subject to any adjustments made in accordance with Section 9(a) above, up to 5% of the Ordinary Shares subject to
the share reserve set forth in Section 4(a)(1) may be granted without regard to the minimum vesting requirement of this Section 10(i).
(a) No
Right to Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the
Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship
with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in the applicable Award. This Plan will not be considered
a part of any employment agreement in force between the Participant and the Company and/or a group company. The grant of an Award does
not qualify as an employment condition and shall not be included in the calculation of any severance payment or any other payments in
connection with the Participant’s employment agreement or the termination thereof. The granting of an Award or the vesting thereof
does not in any way affect the scope or level of the Participant’s pension rights, pension entitlements and/or of any other entitlements
vis-a-vis the Company and/or a group company. The granting of an Award is at the sole discretion of the Board and does not entitle the
Participant to any future Awards.
(b) No
Rights as Shareholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any
rights as a shareholder with respect to any Ordinary Shares to be distributed with respect to an Award until becoming the record holder
of such shares.
(c) No
Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend,
distribution (whether in the form of cash, Ordinary Shares, other securities or property), stock split, extraordinary cash dividend, recapitalization,
change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Ordinary Shares or
other securities, or similar transactions), the Company may not, without obtaining shareholder approval, (i) amend the terms of outstanding
Options or SARs to reduce the exercise price of such outstanding Options or measurement price of such SARs, (ii) cancel outstanding
Options or SARs in exchange or substitution for Options or SARs with an exercise price or measurement price, as applicable, that is less
than the exercise price or measurement price of the original Options or SARs or (iii) cancel outstanding Options or SARs with an
exercise price or measurement price, as applicable, above the current stock price in exchange or substitution for cash or other securities.
(d) Term
of Plan. Unless sooner terminated, the Plan shall terminate on the day before the 10th anniversary of the Amendment Effective Date,
provided that the shareholders of the Company approve this amendment and restatement of the Plan.
(e) Amendment
of Plan. Subject to Section 11(c), the Board may amend, suspend or terminate the Plan or any portion thereof at any time provided
that no amendment that would require shareholder approval under the rules of the NASDAQ Stock Market may be made effective unless
and until the Company’s shareholders approve such amendment. In addition, if at any time the approval of the Company’s shareholders
is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive
Share Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment,
any amendment to the Plan adopted in accordance with this Section 11(e) shall apply to, and be binding on the holders of, all
Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into
account any related action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made
that is conditioned upon shareholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or
be forfeited if shareholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (ii) it
may not be exercised or settled (or otherwise result in the issuance of Ordinary Shares) prior to such shareholder approval. No Awards
may be granted under the Plan while the Plan is suspended or after it is terminated; provided, however, that following any suspension
or termination of the Plan, the Plan shall remain in effect for the purpose of governing all Awards then outstanding hereunder until such
time as all Awards under the Plan have been terminated, forfeited, reacquired or otherwise canceled, or earned, exercised, settled or
otherwise paid out, in accordance with their terms.
(f) Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable
securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing
(i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional
terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted
by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction,
and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject
of such supplement.
(g) Compliance
with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent
(i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his
or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of
the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case
as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award)
agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six
months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New
Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would
have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid
to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. The Company
makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments,
compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A
of the Code but do not to satisfy the conditions of that section.
(h) Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a supervisory director, managing director,
employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to
the Plan because of any contract or other instrument he or she executes in his or her capacity as a supervisory director, managing director,
employee or agent of the Company. The Company will indemnify and hold harmless each supervisory director, managing director, employee
or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated,
against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s
approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.
(i) Data
Protection. The Participant hereby fully consents to the processing and transfer of all relevant data in the context of the administration
of this Plan and the Award agreement. The Participant shall keep the Company fully informed of any changes in the relevant data.
(j) Share
Trading, Recoupment and Other Policies. All Awards made under the Plan shall be subject to any applicable clawback and recoupment
policies, share trading policies and other policies that may be implemented by the Board from time to time, including, without limitation,
the Company’s right to recover Awards, Ordinary Shares or any gains upon the sale of Ordinary Shares issued under the Plan in the
event of a financial restatement due in whole or in part to fraud or misconduct by one or more of the Company’s executives or in
the event a Participant violates any applicable restrictive covenants in favor of the Company to which the Participant is subject.
(k) Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
the Netherlands, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction
other than the Netherlands. Any disputes arising out of or in connection with the Plan shall, to the extent permitted by law, be submitted
exclusively to the competent court of Amsterdam, the Netherlands.
* * *
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Grafico Azioni uniQure NV (NASDAQ:QURE)
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Da Ago 2024 a Set 2024
Grafico Azioni uniQure NV (NASDAQ:QURE)
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Da Set 2023 a Set 2024