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VMW TAXAND Attorneys at law, Tax lawyers & Civil law notary

Partners Employment and Labour Law & Human Capital Tax Team

Table of content Our Partners Employment and Labour law & Human Capital Tax Page 2-4 Our global network Page 5 Our hourly rates as of January 2013 Page 6-7 Our general terms and conditions Page 8

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Partners Employment and Labour law & Human Capital Tax Wietje de Muinck Keizer Partner T +31 20 301 66 21 E wietje.demuinckkeizer@vmwtaxand.nl

Wietje read law and completed her degree in Dutch Civil Law at Erasmus University of Rotterdam, the Netherlands. Wietje graduated in 1990 after which she conducted her first practice within two practice groups (employment law and corporate law) in The Hague. From 2000 onwards she focussed mainly on employment law. Wietje joined VMW Taxand (Van Mens & Wisselink at that time) in 2004. Wietje advises national and international companies and litigates on Dutch employment and labour law issues, in particular, employment agreements, employment manuals, (collective) termination(s) of employment, (international) postings, employee consultation procedures, (collective bargaining) agreements, confidentiality and non-compete covenants, transfer of undertaking (tupe), employee benefit schemes, stock (option) schemes, commission contracts; directors, management and agency agreements, pension schemes, privacy and data protection, equal treatment, etc. Wietje has extensive experience in corporate law matters. She regularly speaks, writes and lectures on employment, labour law and privacy subjects. Wietje is a Member of the American Bar Association and of the Dutch Association for Labour Law and was Vice-President and President of the Labour Law Commission of the Association Internationale des Jeunes Avocats (AIJA) from 2002 to 2005. She regularly speaks and lectures on labor law topics and her publications include annual contributions on Dutch labor law to 'The Littler Mendelson Guide to International Employment and Labor Law' of Littler Mendelson and 'International Labor & Employment Laws' of the American Bar Association. She is also a member of the Dutch Association for Privacy Law (VPR - Vereniging voor Privacy Recht). Languages: Dutch – English – German – French

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Martine Hoogendoorn Partner T +31 20 301 66 33 M +31 6 228 866 20 E martine.hoogendoorn@vmwtaxand.nl

Martine read and completed her degree in civil Dutch Law at the university of Groningen, The Netherlands. She is a partner at VMW Taxand and practices law since 1999. She is a specialist employment lawyer since 2001 with a focus on international employment law. Martine has a wide experience in advising clients on expatriation and international assignment matters. Martine advises and litigates on behalf of national and international companies with respect to (proposed) Dutch operations and labour law issues, employment agreements and employee manuals, (international) postings and secondment, redundancies, employee consultation procedures, transfer of undertakings (tupe), employee option schemes, service agreements, management agreements, agency agreements, etc. Martine is an active member of AIJA (Association International des Jeunes Avocats) and is currently President of the Labour Law Commission. Martine also regularly gives presentations and speaks at seminars. Martine's publications include an annual contribution on Dutch labor law to "Arbeitsrecht in Europa" of Luther Rechtsanwaltsgesellschaft and to "The Littler Mendelson Guide to International Employment and Labor Law" of Littler Mendelson. Languages: Dutch – English

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Chris van Wijngaarden Partner / Tax lawyer T +31 20 757 09 40 E chris.vanwijngaarden@vmwtaxand.nl

Chris graduated in Tax Law from the University of Amsterdam in 2002. Before joining VMW Taxand he started his career at Arthur Andersen (currently part of Deloitte). Within Arthur Andersen/Deloitte he worked in the Human Capital Tax department, with a focus on wage tax, social security, equity incentives and various expatriate taxation issues. Salary split planning and outbound expatriate planning are his specialty. After five years of Human Capital Tax advisory services, Chris switched to international corporate tax planning and joined the Technology, Media & Telecom team with a focus on international corporate income tax planning and compliance for TMT companies. He worked on several major accounts and assisted them with Dutch and international corporate income tax planning like participation exemption, acquisitions, interest deduction restrictions and day to day activities. In 2009 Chris joined VMW Taxand as a tax lawyer. Languages: Dutch - English

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Network Our firm has many strong contacts worldwide. We are a member of: Taxand (www.taxand.com):

A global network of tax professionals, nearly 400 tax partners and over 2,000 advisors in 50 countries. Hence our name VMW Taxand. The Taxand network consists not only of tax-only firms, as the name might suggest, but most of the firms are in fact full service law firms with also a strong and substantive employment and tax practice, like ours. Those firms which have a tax-only practice, usually have strong ties with a specific local legal firm. Globalaw (www.globalaw.net):

A worldwide network of lawyers, comprising over 100 independent law firms with approximately 4,500 lawyers practicing in over 80 countries worldwide and particularly strong in Europe, the US and Asia. One of our corporate partners, Mr. Ayolt Zoer, is on the Executive Board. CLG:

A European network of mostly Taxand and some Globalaw full service law firms (for example, Lydian is the independent legal partner in Belgium for Taxand Belgium, but also the Belgian Globalaw member). CLG has, amongst others, an employment service line. As CLG consists either of full service firms which are Taxand members or of full service firms closely linked to Taxand firms, they can provide you with a combined offering of employment law and tax law.

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Rates, January 2013 1. Customary rates Our fees are ordinarily based on hourly rates for lawyers, tax lawyers and, where applicable, other professionals and paralegals and the time they spend on your matter(s). All rates are revised, at least once a year, usually on 1 January and/or 1 July. The following hourly rates are charged by our firm:  from upwards of € 145 for non-specialized legal assistants/junior lawyers  up to € 355 for experienced/more specialized associates  partners € 355 - € 540.

We usually involve the following lawyers on employment related matters:  Paul van Horsen (wage tax and social security): € 145  Dennis Jolly (employment law): € 175  Nicky de Groot (employment law): € 175  Eva van der Gouw (employment law): € 175  Marieke Pouw (wage tax and social security): € 200  Julia Rogmans (employment law and member of our German Desk): € 225  Rachid Aolad-Si M'hammad (employment law): € 225  Matthijs Roest Crollius (employment law): € 225  Maarten Krikke (wage tax and social security): € 255  Bregtje Groen (employment law): € 330  Chris van Wijngaarden (partner, wage tax and social security): € 355  Martine Hoogendoorn (partner, employment law): € 380  Wietje de Muinck Keizer (partner, employment law): € 430.

We may, where justified and prudent, delegate assignments to qualified associates or junior lawyers for reasons of cost-efficiency.

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The fees of our external specialist pension team (Onno F. Blom Advocaten) are (2012):  Sabine Boer: € 290  Mark Heemskerk: € 350  Tim Zuiderman: € 350  Jeroen Los: € 350  Onno Blom: € 385.

2. VAT and invoicing 21% VAT over our rates will be charged separately.

Invoicing:

usually on a monthly basis

Payment term:

14 days

Detailed specification: included with invoice Disbursements:

travel expenses (€ 0.45 per kilometer), couriers, court costs and other costs are itemized and invoiced at cost.

Contact for invoice queries:

the responsible partner, W.P. de Muinck Keizer, I.M. Hoogendoorn or C. van Wijngaarden

Invoices and specifications should be reviewed on receipt, so that any questions can be raised in a timely fashion.

3. General terms and conditions All our services are provided subject to our general terms and conditions, which may change from time to time by VMW Taxand, as set out on our website: www.vmwtaxand.nl. Any other terms and conditions are expressly excluded.

Please note that the General Conditions comprise a limitation on the amount of any insurance paid out.

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GENERAL TERMS AND CONDITIONS VMW TAXAND N.V. 1. VMW Taxand N.V. attorneys at law, tax lawyers and civil law notary trading under the name of VMW Taxand is a public limited company under Dutch law, which as an integrated entity conducts the legal practice of attorney, tax lawyer and civil law notary (‘professionals’). The shareholders of VMW Taxand are private limited companies. A list of the persons holding shares via their limited companies in VMW Taxand’s capital will be made available upon request. 2. All assignments granted to VMW Taxand will be accepted and executed only subject to applicability of these general terms and conditions. A client’s assignment in which reference is made to the client’s general terms and conditions will be accepted by or on behalf of VMW Taxand only while explicitly rejecting the client’s general terms and conditions. 3. Regardless which professional accepts or executes an assignment (whether or not in cooperation with others) VMW Taxand will be the sole contracting party even if the assignment is explicitly or implicitly intended to be executed by a specific person or persons. Articles 7:404 and 7:407.2 of the Dutch Civil Code do not apply to any assignments accepted by or on behalf of VMW Taxand. 4. Unless otherwise agreed the net amounts payable for VMW Taxand’s services will be computed based on the number of hours spent on the execution of the assignment times the applicable hourly rate of the relevant directors of the shareholders of VMW Taxand and employees of VMW Taxand, which multiplication may consider, at VMW Taxand’s discretion, factors such as urgency, expertise, the stakes at issue or complexity of the case, the nature and duration of the relationship with the client, etcetera. The hourly rates will be adjusted from time to time, after which the rates as adjusted will apply. In addition a percentage of the net amount thus computed is charged to cover VMW Taxand’s general office costs. VMW Taxand will furthermore charge the client for any specific costs advanced by VMW Taxand in the execution of the assignment (such as court rates, costs of extracts, and costs of couriers) as well as the costs charged to VMW Taxand by the sub-contractors referred to in Article 11. 5. All the amounts invoiced by VMW Taxand will be increased by turnover tax where required. Every month VMW Taxand will invoice the services rendered in the preceding month, with a payment term of fourteen days. VMW Taxand may unilaterally change the invoicing frequency and this payment term. After expiry of the payment term interest will be due on the total invoice amount at the statutory rate as referred to in Article 119a of Book 6 of the Dutch Civil Code, as well as all (extra) judicial costs of collection incurred by VMW Taxand including the full costs of any internal or external lawyers engaged. Clients and former clients are required to provide security for the amounts payable to VMW Taxand for services already rendered and yet to be rendered, such security to be provided at VMW Taxand’s first request and to its satisfaction. 6. The client and VMW Taxand are at all times free to prematurely terminate an assignment without giving reasons, on the understanding that VMW Taxand will terminate an assignment prematurely and unilaterally in the manner least damaging to the client. Premature termination will not affect the payability of the amounts invoiced and to be invoiced by VMW Taxand. 7. VMW Taxand’s contractual or non-contractual liability for loss or damage arising from or related to any shortcomings in the execution of assignments will be limited to the amount covered under the professional liability insurance taken out by VMW Taxand increased by the excess applicable. Shortcomings as referred to in the preceding sentence will be understood to include an omission. Any liability of VMW Taxand for consequential loss or damage is hereby excluded. 8. If and to the extent that for whatever reason no payment is made under VMW Taxand’s professional liability insurance in connection with a contractual or extra-contractual liability of VMW Taxand for loss or damage arising from or related to any shortcomings in the execution of

VMW Taxand N.V. Attorneys at law Tax lawyers Civil law notary

Piet Heinkade 55 P.O. Box 2911 1000 CX Amsterdam The Netherlands

assignments, each and any liability will be limited to an amount equalling three times the amount that VMW Taxand has invoiced in that case concerned in the relevant year exclusive of turnover tax with a maximum of EUR 200,000, in words two hundred thousand Euros. 9. If and to the extent that in or in connection with the execution of assignments or in any other context damage is caused to persons or goods, for which damage VMW Taxand is liable, each and any liability will be limited to the amount covered under the liability insurance taken out by VMW Taxand increased by the excess applicable. Any liability of VMW Taxand for consequential loss or damage is hereby excluded. 10. If and to the extent that for whatever reason no payment is made under VMW Taxand’s liability insurance in connection with damage to persons or goods caused in or in connection with the execution of assignments, each and any liability will be limited to an amount equalling three times the amount that VMW Taxand has invoiced in that case concerned in the relevant year exclusive of turnover tax with a maximum of EUR 200,000, in words two hundred thousand Euros. 11. In the execution of an assignment VMW Taxand may engage not only the directors of its shareholders and its employees but also third parties who are not working within its organisation (‘sub-contractors’). In the selection of subcontractors VMW Taxand will exercise due care and consult with the client where necessary. VMW Taxand will not be liable for any errors or shortcomings committed by any subcontractors it has engaged. Any assignment accepted by or on behalf of VMW Taxand will imply VMW Taxand’s authority to accept on behalf of the client any general terms and conditions and/or limitations of liability used by subcontractors. 12. Not only VMW Taxand but also any sub-contractors engaged in the execution of an assignment may invoke these general terms and conditions. 13. All the provisions contained in these general terms and conditions have been made also on behalf of the shareholders of VMW Taxand, the directors of the shareholders of VMW Taxand being private limited liability companies, including any legal successors, and on behalf of any (former) employees of VMW Taxand including any heirs. 14. These general terms and conditions will apply also to any additional and follow-up assignments of clients. The general terms and conditions have been drawn up in Dutch and translated into several other languages. In the event of disputes about the contents or purport of these general terms and conditions the Dutch text will be binding. 15. The legal relationship between clients and VMW Taxand will be governed by Dutch law. Any disputes will be submitted to the Court of Rotterdam or Amsterdam, at the choice of the plaintiff. This does not change the fact that VMW Taxand at all times has the right to file proceedings with the competent court in the jurisdiction or district of VMW Taxand’s client. If the court in any proceedings against a client decides in VMW Taxand’s favour this client will owe VMW Taxand compensation in full of the judicial and extrajudicial costs incurred by VMW Taxand, including the full costs of any internal or external lawyers and other advisors engaged by VMW Taxand. 16. VMW Taxand may amend these general terms and conditions from time to time. After the general terms and conditions as amended have been filed and sent to the clients of VMW Taxand, the general terms and conditions as amended will apply also to any assignments granted to VMW Taxand prior to the amendment. 17. VMW Taxand has its registered office in Amsterdam and is listed in the trade register under number 24436729. 18. These general terms and conditions were filed with the registry of the Court of Amsterdam 21 June 2011 under number 62/2011 and can be viewed also at www.vmwtaxand.nl.

T +31 20 301 66 33 F +31 20 301 66 22 www.vmxtaxand.nl www.taxand.com

Chamber of Commerce 24436729 VAT NL 8194 92954 B 01


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