First Amended and Restated Management Securityholders Addendum for the Issuer Securities Plan
All of the issuers ordinary shares granted
to members of our management, including our executive officers, under the 2006 Purchase Plan, are subject to the First Amended and Restated Management Securityholders Addendum - Dutchco Securities Plan, or the Issuer Securities Plan
Management securityholders may not transfer
their securities except as follows:
transfers to certain permitted transferees, including family members;
transfers made in connection with drag along rights or tag along rights;
transfers made in connection with the termination of such holders employment and the issuers exercise of its repurchase option under the
2006 Purchase Plan or any award agreement; and
transfers in any public offering in connection with such holders registration rights or, after an initial public offering, a transfer pursuant to
Rule 144 or a block sale to a financial institution in the ordinary course of its trading business.
The transfer restrictions terminate upon a change in control of the issuers voting shares or a sale of all or substantially all of the
If Sensata Investment Co. sells the
ordinary shares it holds of the issuer, except a sale in a public offering or certain sales with affiliates, the management securityholders have the right to participate in the sale on the same terms and conditions as Sensata Investment Co. and
subject to the conditions in the Issuer Securities Plan Addendum. Each management securityholder participating in the sale will be entitled to receive the same consideration as Sensata Investment Co., except in limited circumstances where the
consideration includes securities, in which case the management securityholders may be entitled to have the issuer purchase his/her securities for cash.
If the Sponsors sell more than 50% of the total voting power or economic interest of Sensata Investment Co., except a sale in a public
offering or any sale between the Sponsors and their affiliates, the management securityholders have the right participate in the sale on substantially the same terms as they would if the sale instead involved the ordinary shares of the issuer.
Following this offering, upon a management
securityholder becoming eligible to sell all of his/her securities pursuant to Rule 144 of the Securities Act, such holders tag along rights will terminate.
Drag Along Rights
If the issuers board of directors approves a change in control of the issuer or a sale of substantially
all of the issuers assets, the management securityholders agree, if and to the extent requested by the board, to sell their securities on the terms and conditions of the sale. Each management securityholder must receive the same form and
amount of consideration per share as received by the Bain Capital Funds and the Unitas Funds. However, in certain limited circumstances where the consideration includes securities, management securityholders may be entitled to have the issuer, the
Bain Capital Funds or the Unitas Funds, as the case may be, purchase their securities for cash.
These drag along rights will terminate upon a change in control of the issuer or a sale of all or substantially all of the issuers