Material elements Management Services Agreement Mr

Agenda AGM Ziggo 2014
Material elements Management Services Agreement Mr Hendrik de Groot
The Supervisory Board intends to appoint Mr De Groot as member of the Ziggo N.V. Management
Board ("statutair directeur") and Chief Commercial Officer as per 18 April 2014 (the
"Appointment Date"), for a two year period. Mr de Groot has entered into a management services
agreement ("overeenkomst van opdracht") for a two year period as well, effective as from the
Appointment Date. The appointment of Mr de Groot is still subject to the hearing of the General
Meeting of Shareholders. Interim termination of the management services agreement is possible
with a six months' notice period.
Mr De Groot will receive a fixed fee of EUR 300,000 gross per annum ("Base Fee"). He will be
entitled to an annual short term incentive (cash bonus) of 60% of the Base Fee in case of on-target
performance. Mr De Groot will be eligible to participate in the Ziggo Long Term Incentive Plan
dated 20 March 2012 and to receive an annual LTIP Award equal to 140% of the Base Fee, subject
to the conditions of the LTIP Plan. Mr De Groot receives annually a payment equal to the
percentage of the employers contribution to the ABP pension fund (in 2014 17.8% of the Base Fee),
instead of participating in the ABP pension scheme applied within Ziggo.
In case of termination of the contract by Ziggo during the agreed two year period other than for
cause, Mr De Groot will be entitled to a gross termination fee equal to the Base Fee (the
Termination Fee).

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