restructurings, recapitalizations, reclassifications, stock splits, reverse stock splits, stock dividends or other similar changes affecting our outstanding ordinary shares. In the event of the
proposed dissolution or liquidation of us, the exercise period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the committee that administers the 2010 Stock Purchase Plan.
Amendment and Termination
The administrator of the 2010 Stock Purchase Plan will
generally have the power and authority to amend the 2010 Stock Purchase Plan in any respect. However, we will be required to obtain shareholder approval of any amendment to the extent necessary to comply with Rule 16b-3 under the Exchange Act,
Section 423 of the Internal Revenue Code or any other applicable law or regulation. Additionally, no amendment may make any change to any option already granted which adversely affects the rights of any participant, and the 2010 Stock Purchase
Plan may not be amended in any way that will cause rights issued under the 2010 Stock Purchase Plan to fail to meet the requirements for employee stock purchase plans as defined in Section 423 of the Code. The 2010 Stock Purchase Plan will
terminate on the earliest of the 10th anniversary of its effective date, the time when there are no remaining reserved shares available for purchase under the 2010 Stock Purchase Plan or an earlier time determined by our board of directors.
Change of Control
In the event of a proposed sale of all or
substantially all of our assets, or our merger with or into another entity, each share under the 2010 Stock Purchase Plan will be assumed or an equivalent share shall be substituted by such successor entity, unless the administrator of the 2010
Stock Purchase Plan determines to shorten the exercise period then in progress by setting a new exercise date.
The administrator of the 2010 Stock Purchase Plan may adopt and amend stock purchase sub-plans with respect to employees employed outside the
United States with such provisions as the administrator may deem appropriate to conform to local laws, practices and procedures. All such sub-plans will be subject to the limitations on the amount of stock that may be issued under the 2010 Stock
Purchase Plan and, except to the extent otherwise provided in such sub-plan, will be subject to all of the provisions set forth in the 2010 Stock Purchase Plan.
2010 Equity Incentive Plan
Prior to the completion of this offering, our board of directors intends to adopt and submit to our shareholders for approval the Sensata
Technologies Holding N.V. 2010 Equity Incentive Plan, or the 2010 Equity Plan. The 2010 Equity Plan provides for grants of stock options, stock appreciation rights, restricted ordinary shares, performance awards, cash, other share-based
awards and any combination thereof. Our present and future directors, officers, employees, consultants and advisors are eligible for grants under the 2010 Equity Plan. The purpose of the 2010 Equity Plan is to promote our long-term growth and
profitability by providing these individuals with incentives to contribute to and participate in our success.
Our compensation committee will administer the 2010 Equity Plan, provided that our board of directors may resolve that certain specified actions or determinations of the compensation committee shall
require the approval of our board of directors. Our board of directors also has the authority to administer the plan and to take all actions from time to time that the compensation committee is otherwise authorized to take under the 2010 Equity
Plan. The compensation committee will have the authority to prescribe, amend and rescind rules and procedures governing the administration of the 2010 Equity Plan, including but not limited to interpreting the terms of the