Employment Agreement between NXP B.V. and Mr. R.L. Clemmer dated July 17, 2009, and amendments dated October 16, 2013 and November 28, 2018

THE UNDERSIGNED:

1.NXP B.V., established and headquartered at Eindhoven, the Netherlands (hereinafter referred to as: "the Company"), represented by P. Bonfield and J.P. Huth, in their capacity of Chairman of the Supervisory Board and Member of the Supervisory Board respectively, and acting on behalf of the Company;

and

2.Mr. R.L. Clemmer, [********], hereinafter referred to as: "CEO";

WHEREAS:

The CEO is appointed as Chairman of the Board of Management and President and Chief Executive Officer NXP Semiconductors by a resolution of the General Meeting of the Company on December 31, 2008.

The parties desire to set forth the terms and conditions applying to the CEO employment.

DECLARE AND HAVE AGREED AS FOLLOWS:

Executive Officer NXP Semiconductors effective January 1, 2009.

To the extent his working hours will be in excess of normal working hours, he shall not be entitled to any additional compensation in respect thereof.

(a)a sale, directly or indirectly, of Shares in the Company in a transaction or series of related transactions resulting in the Initial Sponsors together no longer owning, directly or indirectly, 50% or more of the Shares and other equity instruments issued from time to time by the Company; or

(b)the sale or divestment of more than 50% of the assets of the Group to a non- Affiliate in a transaction or series of related transactions whereby the net proceeds of such asset sale, subject to existing contracts, is to be distributed to Shareholders, provided always in each case that after a Listing there shall only be a change of control if the Initial Sponsors or their respective Affiliates together no longer own, directly or indirectly, 30% or more of the Shares and other equity instruments issued from time to time by the Company;

or (c) a M&A transaction which would cause you as CEO of the Company to loose your overall leadership position. The fixed compensation to be paid to the CEO shall be twice the amount of salary (as referred to in article 3.1 of this Agreement)

paid by the Company to the CEO in the last twelve months of his employment and

twice the amount of 100% targeted bonus (as referred to in article 3.4). This arrangement (the fixing of the aforesaid compensation) serves to prevent any dispute on the aforesaid subject in advance.

For the purpose of this article the following definitions apply:

-    Group means KASLION, its direct and indirect subsidiaries from time to time within the meaning of article 2:24a of the Dutch Civil Code and those other group companies of KASLION from time to time within the meaning of article 2:24b of the Dutch Civil Code the results of which KASLION is required to consolidate when preparing its group financial statements, including the Crolles alliance but excluding for the avoidance of doubt any direct or indirect shareholder of KASLION.

-    Affiliate means, in relation to the Initial Sponsors: (a) any member of the relevant Initial Sponsor's group (groepsmaatschappij as such concept is defined in article 2:24b of the Dutch Civil Code); (b) any fund which is advised by, or the assets of which are managed (whether solely or jointly with others) from time to time by, the relevant Initial Sponsor or any member of that Initial Sponsor's group (groepsmaatschappij); (c) any fund of which that relevant Initial Sponsor, any member of that Initial Sponsor's group (groepsmaatschappij), or that Initial Sponsor's general partner, trustee, nominee, manager or adviser, is a general partner, trustee, nominee, manager or adviser; (d) any fund which is advised by, or the assets of which are managed (whether solely or jointly with others) from time

to time by, the relevant Initial Sponsor's general partner, trustee, nominee, manager or adviser; or (e) any direct or indirect parent undertaking of the relevant Initial Sponsor's or any direct or indirect subsidiary undertaking of that parent.

“vaststellingsovereenkomst” (agreement establishing the parties’ existing legal relationship) in the terms of Section 7:900 of the Dutch Civil Code. Should a Court deviate from the parties’ agreement about the fixed compensation, for example on the basis of the proposed bill on limitation of compensation in case of income higher than EUR 75,000,--, the parties shall comply with this agreement and shall therefore settle in accordance with the terms hereof still.

The fixed compensation as referred to in this article 2.4 will be paid out within 7 days after the date of termination of this Agreement.

salary paid in the relevant annual incentive year on a pro rated basis (=on-target bonus amount). The total realized annual incentive bonus amount will be calculated by adding the realizations for each Bonus Target criteria together. In case less than 80% of the Budget Target is achieved for a specific Bonus Target criteria no bonus amount will be payable for that specific criteria. In case 80% or more up to 100% of the Budget Target is achieved for a specific bonus criteria the bonus amount will vary between 20 and 100% of the on-target bonus amount for that specific Bonus Target criteria. At the achievement of all the three Stretched Targets (=100% score) the CEO will be entitled to an annual incentive bonus amount of 200% (including the annual bonus related to the Target Budget mentioned above in this article) of the gross annual base salary paid in the relevant annual incentive year. In case 100% of Budget Target or more up to 100% of the Stretched Target is achieved for a specific Bonus Target criteria the bonus amount will vary between 100 and 200% of the on-target bonus amount for that specific Bonus Target criteria. In case more than 100% of the Stretched Target is achieved for a specific Bonus Target criterion, the bonus amount will be maximised to 200% of the on- target bonus amount for that specific Bonus Target criteria.

In case this policy changes, the new policy will apply in full to the CEO. No concessions will be made if the new policy is less favourable than the present policy.

6. Any year the CEO participates in this plan, he cannot participate in the life course scheme mentioned in paragraph 12.

16.1 his moral rights as referred to in section 25 of the 1912 Copyright Act (Auteurswet 1912) and any claims he may have to any financial compensation in addition to his salary, provided that the law permits such waiver.

The payments and amounts referred to in paragraphs 11 and 12 may be altered unilaterally by the Company if fiscal and/or government regulations make this necessary.

In witness whereof, this agreement has been signed in duplicate in the manner set out below. If you agree with this proposal you are requested to initial and sign the enclosed copy of this

contract, fill out Annex 9 and return them before July 21, 2009 to José Stinis, High Tech Campus 60 - room 3.12, 5656 AG Eindhoven, The Netherlands.

/s/ Mr. P. Bonfield    /s/ Mr. R.L. Clemmer

Mr. P. Bonfield    Mr. R.L. Clemmer

Chairman of the Supervisory Board of NXP B.V.

/s/ Mr. J.P. Huth

Mr. J.P. Huth

Member of the Supervisory Board of NXP B.V.

Annexes

Richard L. Clemmer 

 

 

 

 

 

Dear Rick, 

 

 

On behalf of NXP Semiconductors N.V. (“NXP”), we confirm our agreement that your management services agreement will continue until August 1, 2021, subject to NXP’s general meeting of shareholders (“AGM”) in its annual meetings during this period continues to appoint you as Executive Director/CEO of NXP for the same period. With the exception of that stated in this letter agreement, the current terms of your management services agreement, as laid down in your employment contract of July 17, 2009 (as amended from time to time) will continue as long as you’re Executive Director/CEO as appointed by the AGM. 

 

In the meantime, on June 22, 2018, the AGM has appointed you as Executive Director/CEO until the 2019 AGM, and thus the management services agreement with NXP as a minimum continues until the 2019 AGM. Subject to the condition that the 2019 AGM re-appoints you for another term as Executive Director/CEO, the management services agreement subsequently will continue for the same period.  

 

The following main amendments to your management services agreement apply as of September 1, 2018:  

(ii)    your on-target cash incentive percentage increased to 150% of the base salary. 

 

This is to confirm that the continuation of the existing terms and conditions of your management services agreement includes the following arrangements: 

 

1.London Housing: you are entitled to GBP 30,369 monthly net payment 

2.Mobility Allowance: you are entitled to EUR 34,800 gross annual payment 

4.Storage Costs: you are entitled to EUR 31,500 gross annual payment 

 

Would you be so kind to return one signed copy of this letter to Mrs. Jan Vernon. 

 

 

Yours sincerely,                            For Approval: