Exhibit 4.2 


 





 


 


INTERNATIONAL
GAME TECHNOLOGY PLC


 


 2021 EQUITY
INCENTIVE PLAN


 











     


     


    

 


 


 


CONTENTS


 





	SECTION
    1. 	Purposes;
    Definitions	2
	SECTION
    2. 	Administration	6
	SECTION
    3. 	Shares
    Subject to Plan	8
	SECTION
    4. 	Eligibility	10
	SECTION
    5. 	Share
    Options and Share Appreciation Rights	10
	SECTION
    6. 	Restricted
    Shares	12
	SECTION
    7. 	Restricted
    Share Units	13
	SECTION
    8. 	Performance
    Share Units	13
	SECTION
    9. 	Other
    Share-Based Awards	13
	SECTION
    10. 	Change
    in Control Provisions	13
	SECTION
    11.	Section 16(b);
    Section 409A; Section 457A	16
	SECTION
    12.	Term,
    Amendment and Termination	17
	SECTION
    13.	Unfunded
    Status of Plan	17
	SECTION
    14.	General
    Provisions	18


 






    1 


     


    

 


 


 


INTERNATIONAL
GAME TECHNOLOGY PLC


 


2021 EQUITY
INCENTIVE PLAN


 


SECTION
1.     Purposes; Definitions


 


		(a)	The
                                            purposes of this Plan are to focus directors and employees on business performance that creates
                                            shareholder value, to encourage innovative approaches to the business of the Company and
                                            to encourage ownership of Shares by directors and employees of the Company and its Subsidiaries.



 


		(b)	For
                                            purposes of this Plan, the following terms are defined as set forth below:



 


“Affiliate”
means a corporation or other entity controlled by, controlling, or under common control with the Company.


 


“Applicable
Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal
market for the Shares.


 


“Award”
means a Share Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Share Unit, or Other Share-Based
Award granted pursuant to the terms of this Plan.


 


“Award
Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award,
as amended from time to time.


 


“Business
Combination” has the meaning set forth in Section 10(e)(iii) (Change in Control Provisions).


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which
the applicable Participant is a party as of the Grant Date, or (ii) if there is no such Individual Agreement or if it does not define
 “Cause,” then any of the following: (A) an Eligible Individual’s violation of his or her obligations regarding
confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (B) an act or omission
by an Eligible Individual resulting in his or her being charged with a criminal offense that constitutes a felony or involves moral turpitude
or dishonesty; (C) conduct by an Eligible Individual that constitutes poor performance, gross neglect, insubordination, willful
misconduct, or a breach of the Company’s code of conduct or a fiduciary duty to the Company or its shareholders; or (D) the
determination by the Board or senior management of the Company that an Eligible Individual has violated state, federal, or applicable
foreign law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race,
or other prohibited discrimination.


 


“Change
in Control” has the meaning set forth in Section 10(e) (Change in Control Provisions).


 






    2 


     


    

 


 


 


“Code”
means the United States Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations
thereunder, and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to
any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the
Code.


 


“Commission”
means the United States Securities and Exchange Commission or any successor agency.


 


“Committee”
has the meaning set forth in Section 2(a) (Administration).


 


“Company”
means International Game Technology PLC, a public limited company organized under the laws of England and Wales.


 


“Corporate
Transaction” has the meaning set forth in Section 3(c) (Shares Subject to Plan).


 


“Disaffiliation”
means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation,
as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division
of the Company and its Affiliates.


 


“Effective
Date” has the meaning set forth in Section 12(a) (Term, Amendment and Termination).


 


“Eligible
Individuals” means directors and employees of the Company or any of its Subsidiaries, and prospective directors and employees
who have accepted offers of employment from or arrangements to perform services as directors for the Company or its Subsidiaries.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.


 


“Fair
Market Value” means a price that is based on the opening, closing, actual, high, low, or average selling prices of a Share
reported on the Applicable Exchange on the applicable date, the preceding trading day, the next succeeding trading day, or an average
of trading days, as determined by the Committee in its discretion. Except as otherwise provided by the Committee in accordance with the
foregoing, with respect to any given date, the closing reported sales price on such date (or, if there are no reported sales on such
date, on the last date prior to such date on which there were sales) of a Share on the Applicable Exchange. If there is no regular public
trading market for such Shares, the Fair Market Value of the Shares shall be determined by the Committee in good faith and, to the extent
applicable, such determination shall be made in a manner that satisfies Section 409A of the Code.


 


“Free-Standing
SAR” has the meaning set forth in Section 5(b) (Share Options and Share Appreciation Rights).


 


“Full-Value
Award” means any Award other than a Share Option or Share Appreciation Right.


 






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“Government
Agencies” has the meaning set forth in Section 14(j) (General Provisions).


 


“Grant
Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of
an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide
in such resolution.


 


“Individual
Agreement” means an employment or similar agreement between a Participant and the Company or one of its Subsidiaries.


 


“Investors”
means, collectively, De Agostini S.p.A., a joint stock company organized under the laws of Italy, and DeA Partecipazioni S.p.A., a joint
stock company organized under the laws of Italy.


 


“Other
Share-Based Award” means Awards of Shares and other Awards that are valued in whole or in part by reference to, or are
otherwise based upon, Shares, including (without limitation) unrestricted shares, dividend equivalents, and convertible debentures.


 


“Outstanding
Company Shares” has the meaning set forth in Section 10(e)(i) (Change in Control Provisions).


 


“Outstanding
Company Voting Securities” has the meaning set forth in Section 10(e)(i) (Change in Control Provisions).


 


“Participant”
means an Eligible Individual to whom an Award is or has been granted.


 


“Performance
Goals” means the performance goals established by the Committee in connection with the grant of Awards.


 


“Performance
Period” means the time period established by the Committee during which the achievement of the applicable Performance Goals
is to be measured.


 


“Performance
Share Unit” means any Award granted under Section 8 ( Performance Share Units) of a unit
valued by reference to a designated amount of cash or other property other than Shares, which value may be paid to the Participant by
delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof as
set forth in the Award Agreement, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish
at the time of such grant or thereafter.


 


“Plan”
means the International Game Technology PLC 2021 Equity Incentive Plan, as set forth herein and as hereinafter amended from time
to time.


 


“Prior
Plan” means the International Game Technology PLC 2015 Equity Incentive Plan.


 


“Replaced
Award” has the meaning set forth in Section 10(b) (Change in Control Provisions).


 


“Replacement
Award” has the meaning set forth in Section 10(b) (Change in Control Provisions).


 






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“Restricted
Share” means an Award granted under Section 6 ( Restricted Shares).


 


“Restricted
Share Units” means an Award granted under Section 7(a) (Restricted Share Units).


 


“Restriction
Period” means any period designated by the Committee during which (i) Restricted Shares may not be sold, transferred, assigned,
pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Award Agreement relating to such
award, or (ii) the conditions to vesting applicable to Restricted Share Units or other Awards shall remain in effect.


 


“Separation
from Service” has the meaning set forth in the definition of “Termination of Service.”


 


“Share”
means an ordinary share, nominal value $0.10 per share, of the Company.


 


“Share
Appreciation Right” has the meaning set forth in Section 5(b)(i) (Share Options and Share Appreciation Rights).


 


“Share
Change” has the meaning set forth in Section 3(c) (Shares Subject to Plan).


 


“Share
Option” means an Award granted under Section 5(a) (Share Options and Share Appreciation Rights).


 


“Subsidiary”
means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50%
voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.


 


“Tandem
SAR” has the meaning set forth in Section 5(b) (Share Options and Share Appreciation Rights).


 


“Term”
means the maximum period during which a Share Option or Share Appreciation Right may remain outstanding, subject to earlier termination
upon Termination of Service or otherwise, as provided in the Plan or specified in the applicable Award Agreement.


 


“Termination
of Service” means the termination of the applicable Participant’s employment with, or performance of services as
a director for, the Company or any of its Subsidiaries. For the avoidance of doubt, a Participant who ceases to be employed by the
Company or any of its Subsidiaries, but continues performing services as a director for the Company or any of its Subsidiaries, will
not be deemed to have incurred a Termination of Service. Unless otherwise determined by the Committee, a Participant employed by, or
performing services as a director for, a Subsidiary or a division of the Company or its Subsidiaries shall also be deemed to incur a
Termination of Service if, as a result of a Disaffiliation, such Subsidiary or division ceases to be a Subsidiary or division, as
the case may be, and the Participant does not immediately thereafter become an employee of, or director for, the Company or another
Subsidiary. Subject to Section 409A of the Code, temporary absences from employment because of illness, vacation, or leave of
absence and transfers among the Company and its Subsidiaries shall not be considered Terminations of Service. Notwithstanding the
foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation
plan” within the meaning of Section 409A of the Code, a Participant who is subject to Section 409A of the Code shall
not be considered to have experienced a “Termination of Service” unless the Participant has experienced a
 “separation from service” within the meaning of Section 409A of the Code (a “Separation from
Service”).


 


		(c)	In
                                            addition, certain other terms used herein have definitions given to them in the first place
                                            in which they are used.



 






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SECTION
2.     Administration


 


		(a)	Committee.
                                            This Plan shall be administered by the Board directly, or if the Board elects, by the Compensation
                                            Committee of the Board or such other committee of the Board as the Board may from time to
                                            time designate, which committee shall be composed of not less than two directors, and shall
                                            be appointed by and serve at the pleasure of the Board. All references in this Plan to the
                                            “Committee” refer to the Board as a whole, unless a separate committee
                                            has been designated or authorized consistent with the foregoing. Subject to Section 11(a)
                                            (Section 16(b); Section 409A; Section 457A), any authority granted to
                                            the Committee may be exercised by the full Board and, in such instances, references herein
                                            to the Committee shall mean the Board. To the extent that any permitted action taken by the
                                            Board conflicts with action taken by the Committee, the Board action shall control.



 


Subject
to the terms and conditions of this Plan, the Committee shall have absolute authority:


 


		(i)	to
                                            select the Eligible Individuals to whom Awards may from time to time be granted;



 


		(ii)	to
                                            determine whether and to what extent Share Options, Share Appreciation Rights, Restricted
                                            Shares, Restricted Share Units, Performance Share Units, Other Share-Based Awards, or any
                                            combination thereof are to be granted hereunder;



 


		(iii)	to
                                            determine the number of Shares to be covered by each Award granted hereunder;



 


		(iv)	to
                                            approve the form of any Award Agreement and determine the terms and conditions of any Award
                                            granted hereunder, including, but not limited to, the exercise price (subject to Section 5(a)
                                            (Share Options and Share Appreciation Rights)), any vesting condition, restriction
                                            or limitation (which may be related to the performance of the Participant, the Company, or
                                            any Subsidiary or Affiliate) and any acceleration of vesting or forfeiture waiver regarding
                                            any Award and the Shares relating thereto, based on such factors as the Committee shall determine,
                                            including upon a Termination of Service;



 


		(v)	to
                                            modify, amend, or adjust the terms and conditions of any Award (subject to Sections 5(a)
                                            and 5(b) (Share Options and Share Appreciation Rights)), at any time or
                                            from time to time, including, but not limited to, Performance Goals;



 


		(vi)	to
                                            determine under what circumstances an Award may be settled in cash, Shares, other property
                                            or a combination of the foregoing;



 


		(vii)	to
                                            determine whether, to what extent, and under what circumstances cash, Shares, and other property
                                            and other amounts payable with respect to an Award under this Plan shall be deferred either
                                            automatically or at the election of the Participant;



 


		(viii)	to
                                            adopt, alter, and repeal such administrative rules, guidelines, and practices governing this
                                            Plan as it shall from time to time deem advisable;



 


		(ix)	to
                                            establish any “blackout” period that the Committee in its sole discretion deems
                                            necessary or advisable;



 


		(x)	to
                                            interpret the terms and provisions of this Plan and any Award issued under this Plan (and
                                            any Award Agreement relating thereto);



 


		(xi)	to
                                            make all other determinations deemed necessary or advisable for administering the Plan; and



 


		(xii)	to
                                            otherwise administer this Plan.



 






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		(b)	Procedures.



 


		(i)	Except
                                            to the extent prohibited by applicable law or the listing standards of the Applicable Exchange
                                            and subject to Section 11 (Section 16(b); Section 409A; Section 457A),
                                            (i) a majority of the Committee shall constitute a quorum and the Committee may act by
                                            a majority of those present at a meeting, at which a quorum is present, and (ii) the Committee
                                            may allocate all or any portion of its responsibilities and powers to any one or more of
                                            its members and may delegate all or any part of its responsibilities and powers to any person
                                            or persons selected by it. Any such allocation or delegation may be revoked by the Committee
                                            at any time.



 


		(ii)	Subject
                                            to applicable law, no member of the Board or Committee or any person to whom the Committee
                                            delegates any of its responsibilities and powers hereunder, shall be liable for any act,
                                            omission, interpretation, construction or determination made in connection with this Plan
                                            in good faith, and the members of the Board and the Committee and any person to whom the
                                            Committee delegates any of its responsibilities and powers hereunder shall be entitled to
                                            indemnification and reimbursement by the Company in respect of any claim, loss, damage or
                                            expense (including attorneys’ fees) arising therefrom to the full extent permitted
                                            by law (except as otherwise may be provided in the Company’s organizational documents)
                                            and under any directors’ and officers’ liability insurance that may be in effect
                                            from time to time.



 


		(c)	Discretion
                                            of the Committee. Any determination made by the Committee or pursuant to delegated
                                            authority under the provisions of this Plan with respect to any Award shall be made in the
                                            sole discretion of the Committee or such delegated authority at the time of the grant of
                                            the Award or, unless in contravention of any express term of this Plan, at any time thereafter.
                                            All decisions made by the Committee or any appropriately delegated individual pursuant to
                                            the provisions of this Plan shall be final, binding, and conclusive on all persons, including
                                            the Company, Participants, and Eligible Individuals.



 


		(d)	Cancellation
                                            or Suspension. Subject to Section 5(e) (Share Options and Share
                                            Appreciation Rights), the Committee shall have full power and authority to determine
                                            whether, to what extent, and under what circumstances any Award shall be cancelled or suspended.



 


		(e)	Award
                                            Agreements. The terms and conditions of each Award, as determined by the Committee,
                                            shall be set forth in an Award Agreement, which shall be delivered to the Participant receiving
                                            such Award upon, or as promptly as is reasonably practicable following, the grant of such
                                            Award. The effectiveness of an Award shall be subject to the Award Agreement being signed
                                            (or acknowledged electronically) by the Company and the Participant receiving the Award unless
                                            otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance
                                            with Section 12 (Term, Amendment and Termination).



 






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SECTION
3.     Shares Subject to Plan


 


		(a)	Plan
                                            Maximums. The maximum number of Shares that may be granted pursuant to
                                            Awards under this Plan shall be the sum of (i) 16,000,000 Shares, and (ii) the number of
                                            Shares available for future grant under the Prior Plan as of the Effective Date. Shares subject
                                            to an Award under this Plan may be authorized and unissued Shares.



 


		(b)	Rules
                                            for Calculating Shares Delivered.



 


		(i)	To
                                            the extent that any Award granted under this Plan or the Prior Plan is forfeited, terminates,
                                            expires, becomes unexercisable or lapses instead of being exercised, or any Award is settled
                                            for cash, the Shares subject to such Awards not delivered as a result thereof shall again
                                            be available for Awards under this Plan.



 


		(ii)	If
                                            the exercise price of any Share Option or Share Appreciation Right and/or the tax withholding
                                            obligations relating to any Award are satisfied by delivering Shares (either actually or
                                            through a signed document affirming the Participant’s ownership and delivery of such
                                            Shares) or withholding Shares relating to such Award, the gross number of Shares subject
                                            to the Award after payment of the exercise price and/or tax withholding obligations shall
                                            be deemed to have been granted for purposes of Section 3(a) (Shares Subject
                                            to Plan).



 


		(c)	Adjustment
                                            Provision.



 


		(i)	In
                                            the event of a merger, consolidation, acquisition of property or shares, share rights offering,
                                            liquidation, disposition for consideration of the Company’s direct or indirect ownership
                                            of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event
                                            affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”),
                                            the Committee may in its discretion make such substitutions or adjustments as it deems appropriate
                                            and equitable to (A) the aggregate number and kind of Shares or other securities reserved
                                            for issuance and delivery under this Plan, (B) the maximum limitation set forth in Section 3(a)
                                            (Shares Subject to Plan) upon Awards, (C) the number and kind of Shares or
                                            other securities subject to outstanding Awards, and (D) the exercise price of outstanding
                                            Awards.



 






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In
the event of a share dividend, share split, reverse share split, reorganization, share combination, or recapitalization or similar event
affecting the capital structure of the Company, or a Disaffiliation, separation, or spinoff, in each case without consideration, or other
extraordinary dividend of cash or other property to the Company’s shareholders (each, a “Share Change”),
the Committee shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and
kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitations set forth in
Section 3(a) (Shares Subject to Plan) upon Awards, (C) the number and kind of Shares or other securities subject
to outstanding Awards, and (D) the exercise price of outstanding Awards.


 


In
the case of Corporate Transactions or a Share Change (if applicable), such adjustments may include, without limitation, (I) the
cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal
to the value of such Awards, as determined by the Committee in its sole discretion (it being understood that in the case of a Corporate
Transaction with respect to which holders of Shares receive consideration other than publicly traded equity securities of the ultimate
surviving entity, any such determination by the Committee that the value of a Share Option or Share Appreciation Right shall for this
purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate
Transaction over the exercise price of such Share Option or Share Appreciation Right shall conclusively be deemed valid); (II) the
substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other
than the Company) for the Shares subject to outstanding Awards; and (III) in connection with any Disaffiliation, arranging for the
assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation,
other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division
or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments
to Awards that remain based upon Company securities).


 


		(ii)	The
                                            Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual
                                            or non-recurring events and other extraordinary items, impact of charges for restructurings,
                                            discontinued operations, and the cumulative effects of accounting or tax changes, each as
                                            defined by generally accepted accounting principles or as identified in the Company’s
                                            financial statements, notes to the financial statements, management’s discussion and
                                            analysis or other Company filings with the Commission.



 


		(d)	Section 409A.
                                            Notwithstanding Section 3(c) (Shares Subject to Plan), in respect of
                                            Participants who are subject to Section 409A of the Code: (i) any adjustments made
                                            pursuant to Section 3(c) to Awards that are considered “deferred compensation”
                                            within the meaning of Section 409A of the Code shall be made in compliance with the
                                            requirements of Section 409A of the Code; and (ii) any adjustments made pursuant
                                            to Section 3(c) to Awards that are not considered “deferred compensation”
                                            subject to Section 409A of the Code shall be made in such a manner as to ensure that
                                            after such adjustments, either (A) the Awards continue not to be subject to Section 409A
                                            of the Code or (B) there is no resulting imposition of any penalty taxes under Section 409A
                                            of the Code in respect of such Awards.



 






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SECTION
4.     Eligibility


 


Awards
may be granted under this Plan to Eligible Individuals.


 


SECTION
5.     Share Options and Share Appreciation Rights


 


		(a)	Share
                                            Options. Share Options may be granted alone or in addition to other Awards granted
                                            under this Plan. Share Options granted hereunder shall not be designated as “incentive
                                            stock options” for purposes of Section 422 of the Code.



 


		(b)	Types
                                            and Nature of Share Appreciation Rights. Share Appreciation Rights may
                                            be “Tandem SARs,” which are granted in conjunction with a Share Option,
                                            or “Free-Standing SARs,” which are not granted in conjunction with a Share
                                            Option. Upon the exercise of a Share Appreciation Right, the Participant shall be entitled
                                            to receive an amount in cash, Shares, or both, in value equal to the product of (i) the
                                            excess of the Fair Market Value of one Share over the exercise price of the applicable Share
                                            Appreciation Right, multiplied by (ii) the number of Shares in respect of which the
                                            Share Appreciation Right has been exercised. The applicable Award Agreement shall specify
                                            whether such payment is to be made in cash or Shares or a combination thereof, or shall expressly
                                            reserve to the Committee or the Participant the right to make that determination prior to
                                            or upon the exercise of the Share Appreciation Right.



 


		(c)	Tandem
                                            SARs. A Tandem SAR may be granted at the Grant Date of the related Share Option.
                                            A Tandem SAR shall be exercisable only at such time or times and to the extent that the related
                                            Share Option is exercisable in accordance with the provisions of this Section 5
                                            (Share Options and Share Appreciation Rights), and shall have the same exercise price
                                            as the related Share Option. A Tandem SAR shall terminate or be forfeited upon the exercise
                                            or forfeiture of the related Share Option, and the related Share Option shall terminate or
                                            be forfeited upon the exercise or forfeiture of the Tandem SAR.



 


		(d)	Exercise
                                            Price. The exercise price per Share subject to a Share Option or Free-Standing
                                            SAR shall be determined by the Committee and set forth in the applicable Award Agreement,
                                            and shall not be less than the Fair Market Value of a Share on the applicable Grant Date.



 


		(e)	No
                                            Repricing. In no event may any Share Option or Share Appreciation Right granted
                                            under this Plan be amended, other than pursuant to Section 3(c) (Shares Subject
                                            to Plan), to decrease the exercise price thereof, be cancelled in exchange for cash or
                                            other Awards or in conjunction with the grant of any new Share Option or Free-Standing SAR
                                            with a lower exercise price, or otherwise be subject to any action that would be treated,
                                            under the Applicable Exchange listing standards or for accounting purposes, as a “repricing”
                                            of such Share Option or Free-Standing SAR, unless such amendment, cancellation, or action
                                            is approved by the Company’s shareholders.



 


		(f)	Term.
                                            The Term of each Share Option and each Free-Standing SAR shall be fixed by the Committee,
                                            but no Share Option or Free-Standing SAR shall be exercisable more than ten years after its
                                            Grant Date.



 






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		(g)	Exercisability. Except as otherwise provided herein, Share Options and Free-Standing
SARs shall be exercisable at such time or times as shall be determined by the Committee and set forth in the applicable Award Agreement.
The Award Agreement may also include any provisions as to continued employment or continued service as consideration for the grant or
exercise of such Share Option or Free-Standing SAR, as well as provisions as to Performance Goals, and any other provisions that may be
advisable to comply with applicable laws, regulations or the rulings of any governmental authority.



 


		(h)	Method of Exercise. Subject to the provisions of this Section 5 (Share
Options and Share Appreciation Rights), Share Options and Free-Standing SARs may be exercised, in whole or in part, at any time during
the Term thereof by giving written notice of exercise to the Company specifying the number of Shares subject to the Share Option or Free-Standing
SAR to be purchased. In the case of the exercise of a Share Option, such notice shall be accompanied by payment in full of the aggregate
purchase price (which shall equal the product of such number of Shares subject to such Share Options multiplied by the applicable exercise
price). The exercise price for Share Options may be paid upon such terms as shall be set forth in the applicable Award Agreement. Without
limiting the foregoing, the Committee may establish payment terms for the exercise of Share Options pursuant to which the Company may
withhold a number of Shares that otherwise would be issued to the Participant in connection with the exercise of the Share Option having
a Fair Market Value on the date of exercise equal to the exercise price, or that permit the Participant to deliver Shares (or other evidence
of ownership of Shares satisfactory to the Company) with a Fair Market Value equal to the exercise price as payment.



 


		(i)	Delivery; Rights of Shareholders. A Participant shall not be entitled to delivery
of Shares pursuant to the exercise of a Share Option or Share Appreciation Right until the exercise price therefor has been fully paid
and applicable taxes have been withheld (if any). A Participant shall not have the rights of a shareholder of the Company holding the
class or series of shares that is subject to such Share Option or Share Appreciation Right until (i) the Participant has given written
notice of exercise, (ii) if requested, the Participant has given the representation described in Section 14(a) (General
Provisions), (iii) in the case of a Share Option, the Participant has paid the aggregate exercise price for such Share Options
and applicable taxes in full, and (iv) the shares have been issued to the Participant and the Participant is a shareholder holder of record.



 


		(j)	Non-Transferability of Share Options and Share Appreciation Rights. No Share Option
or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws
of descent and distribution; or (ii) in the case of a Share Option or Free-Standing SAR, as otherwise expressly permitted by the
Committee including, if so permitted, pursuant to a transfer to such Participant’s family members, whether directly or indirectly
or by means of a trust or partnership or otherwise (for purposes of this Plan, unless otherwise determined by the Committee, “family
member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of
1933, as amended, and any successor thereto). A Tandem SAR shall be transferable only with the related Share Option as permitted by the
preceding sentence. Any Share Option or Share Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the
Participant, the guardian or legal representative of the Participant, or any person to whom such Share Option is transferred pursuant
to this Section 5 (Share Options and Share Appreciation Rights), it being understood that the term “holder”
and “Participant” include such guardian, legal representative and other transferee; provided, however,
that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant.



 






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SECTION 6.    
Restricted Shares


 


		(a)	Administration. Restricted Shares are actual Shares issued to a Participant and may
be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals
to whom and the time or times at which grants of Restricted Shares will be awarded, the number of Shares to be awarded to any Eligible
Individual, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and
conditions of the Awards, including those contained in Section 6(d) (Restricted Shares).



 


		(b)	Book-Entry Registration. Restricted Shares shall be evidenced through book-entry
registration. If any certificate is issued in respect of Restricted Shares, such certificate shall be registered in the name of the Participant
and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the
following form:



 


“The transferability of
this certificate and the ordinary shares represented hereby are subject to the terms and conditions (including forfeiture) of the International
Game Technology PLC 2021 Equity Incentive Plan and an award agreement. Copies of such Plan and agreement are available from the People
and Transformation department of International Game Technology PLC.”


 


		(c)	Terms and Conditions. An Award of Restricted Shares shall be subject to such terms
and conditions, and to such restrictions against sale, transfer, or other disposition, as may be set forth in the applicable Award Agreement.
The Committee may remove, modify, or accelerate the removal of forfeiture conditions and other restrictions on any Restricted Shares for
such reasons as the Committee may deem appropriate. In the event of the death of a Participant following the transfer of Restricted Shares
to him or her, the legal representative of the Participant, the beneficiary designated in writing by the Participant during his or her
lifetime, or the person receiving such Shares under the Participant’s will or under the laws of descent and distribution shall take
such Shares, subject to the same restrictions, conditions, and provisions in effect at the time of the Participant’s death, to the
extent applicable, unless otherwise set forth in the applicable Award Agreement.



 


		(d)	Non-Transferability of Restricted Shares. Subject to the provisions of this Plan
and the applicable Award Agreement, during and until the expiration of the Restriction Period, if any, the Participant shall not be permitted
to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Shares.



 


		(e)	Shareholder Rights. Except as provided in this Section 6 (Restricted
Shares) or the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Shares,
all of the rights of a shareholder of the Company holding the class or series of Shares that is the subject of the Restricted Shares,
including, if applicable, the right to vote the Shares and the right to receive any dividends (subject to Section 14(d) (General
Provisions)); provided that the Award Agreement may specify whether, to what extent, and on what terms and conditions the applicable
Participant shall be entitled to receive payments of cash, Shares, or other property corresponding to the dividends payable on the Shares.



 






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SECTION 7.    
Restricted Share Units


 


		(a)	Nature of Awards. Restricted Share Units are Awards denominated in Shares
that shall be settled, subject to the terms and conditions of the Award Agreement evidencing the Restricted Share Units, in an amount
in cash, Shares, or a combination thereof, based upon the Fair Market Value of a specified number of Shares (“Restricted Share
Units”).



 


		(b)	Terms and Conditions. An Award of Restricted Share Units shall be subject to such
terms and conditions, including vesting and forfeiture, as may be set forth in the applicable Award Agreement. The Committee may accelerate
the vesting of any Restricted Share Units for such reasons as the Committee may deem appropriate. An Award of Restricted Share Units shall
be settled as and when the Restricted Share Units vest, at a later time specified by the Committee in the applicable Award Agreement,
or, if the Committee so permits, in accordance with an election of the Participant.



 


		(c)	Non-Transferability of Restricted Share Units. Subject to the provisions of this
Plan and the applicable Award Agreement, during the Restriction Period, if any, the Participant shall not be permitted to sell, assign,
transfer, pledge, or otherwise encumber Restricted Share Units.



 


		(d)	Dividend Equivalents. The Award Agreement for Restricted Share Units shall specify
whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Shares,
or other property corresponding to the dividends payable on the Shares (subject to Section 14(d) (General Provisions)).



 


SECTION 8.    
Performance Share Units


 


Performance Share Units may
be issued hereunder to Eligible Individuals for no cash consideration or for such minimum consideration as may be required by applicable
law, either alone or in addition to other Awards granted under this Plan. The Performance Goals to be achieved during any Performance
Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Share Unit. The
conditions for grant or vesting and the other provisions of Performance Share Units (including, without limitation, any applicable Performance
Goals) need not be the same with respect to each recipient. Performance Share Units may be paid in cash, Shares, other property or any
combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement.


 


SECTION 9.    
Other Share-Based Awards


 


Other Share-Based Awards may
be granted either alone or in conjunction with other Awards granted under this Plan.


 


SECTION 10.    
Change in Control Provisions


 


		(a)	General. The provisions of this Section 10 shall, subject to Section 3(c)
(Shares Subject to Plan), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee
specifically provides otherwise in an Award Agreement.



 


		(b)	Impact of Change in Control. Upon the occurrence of a Change in Control, unless otherwise
provided in the applicable Award Agreement:



 






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		(i)	all then-outstanding Share Options and Share Appreciation Rights shall become fully vested and exercisable,
and all Full-Value Awards (other than performance-based Awards) shall vest in full, be free of restrictions, and be deemed to be earned
and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements
of Section 10(c) (any award meeting the requirements of Section 10(c), a “Replacement Award”)
is provided to the Participant pursuant to Section 3(c) (Shares Subject to Plan) to replace such Award (any award intended
to be replaced by a Replacement Award, a “Replaced Award”); and



 


		(ii)	any performance-based Award that is not replaced by a Replacement Award shall be deemed to be earned and
payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at
the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined
by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the
Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance
Period)).



 


		(c)	Replacement Awards. An Award shall meet the conditions of this Section 10(c)
(and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to
the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent
with Section 3(c) (Shares Subject to Plan); (iii) if the underlying Replaced Award was an equity-based award,
it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it
contains terms relating to vesting (including with respect to a Termination of Service) that are substantially identical to those of the
Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of
the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change
in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall
not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be
made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.



 


		(d)	Termination of Service. Notwithstanding any other provision of this Plan to the contrary
and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant
by the Company other than for Cause within 24 months following a Change in Control:



 


		(i)	all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed
to be earned in full (with respect to Performance Goals, unless otherwise agreed in connection with the Change in Control, at the greater
of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by
the Committee taking into account performance through the latest date preceding the Termination of Service as to which performance can, as a practical
matter, be determined (but not later than the end of the applicable Performance Period)); and



 






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		(ii)	unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this
Plan to the contrary, any Share Option or Share Appreciation Right held by the Participant as of the date of the Change in Control that
remains outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full
Term of such Share Option or Share Appreciation Right.



 


		(e)	Definition of Change in Control. For purposes of this Plan, a “Change
in Control” shall mean the happening of any of the following events:



 


		(i)	The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of 30% or more of either (A) the then outstanding ordinary shares of the Company (the “Outstanding Company Shares”)
or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from
the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any entity controlled by the Company, (IV) any acquisition by the Investor or any Person controlled
by, controlling, or under common control with the Investor, or (V) any acquisition pursuant to a transaction that complies mutatis
mutandis with clauses (A) or (B) of Section 10(e)(iii); or



 


		(ii)	Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date of this Plan whose election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or



 






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		(iii)	Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction
involving the Company or any of its Subsidiaries with a third party other than any Investor or any Person controlled by, controlling or
under common control with any Investor or sale or other disposition of all or substantially all of the assets of the Company to a third
party other than any Investor or any Person controlled by, controlling, or under common control with any Investor (a “Business
Combination”), where such third party (excluding any entity resulting from such Business Combination or any parent of such
entity, any employee benefit plan (or related trust) of the Company, such entity resulting from such Business Combination or such parent,
and any Investor and any Person controlled by, controlling, or under
common control with any Investor) comes to beneficially own, directly or indirectly, 30% or more, respectively, of the then outstanding
ordinary shares (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior
to the Business Combination, in each case, unless, following such Business Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities) of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all
or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, or (B) at least
a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting
from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination. For the sake of clarity, no Change in Control shall be deemed to have occurred
for so long as at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body)
resulting from the Business Combination are appointed at the time of the Business Combination by the same ultimate individuals and entities
who, directly or indirectly, were the beneficial owners of more than 50% of the Outstanding Company Voting Securities immediately prior
to such Business Combination; or



 


		(iv)	The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.



 


SECTION 11.   Section 16(b); Section 409A; Section 457A


 


		(a)	The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and
not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”).
Accordingly, to the extent that Section 16(b) is applicable to the Company, the composition of the Committee shall be subject to
such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3
promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such
delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).



 


		(b)	This Plan is intended to comply with the requirements of Section 409A of the Code or an exemption
or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be
administered in all respects in accordance with Section 409A of the Code. Each payment under any Award that constitutes “nonqualified
deferred compensation” subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A
of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award
that constitutes “nonqualified deferred compensation” subject to Section 409A of the
Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, in the event that a Participant is a “specified
employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the
Company), amounts in respect of Awards that constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code that would otherwise be payable during the six-month period immediately following a Participant’s Separation from Service
by reason of such Separation from Service shall instead be paid or provided on the first business day following the date that is six months
following the Participant’s Separation from Service, to the extent required to avoid the imposition of tax penalties under Section 409A
of the Code. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account
of Section 409A of the Code, such amounts shall be paid to the Participant’s estate within 30 days following the date
of the Participant’s death.



 






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		(c)	This Plan is intended to comply with the requirements of Section 457A of the Code or an exemption
or exclusion therefrom and, with respect to amounts that are subject to Section 457A of the Code, it is intended that this Plan be
administered in all respects in accordance with Section 457A of the Code.



 


SECTION 12.    
Term, Amendment and Termination


 


		(a)	Effectiveness. This Plan will be submitted to the Company’s shareholders at
its 2021 Annual General Meeting of Shareholders and, if approved by the Company’s shareholders, will be effective as of such date
(the “Effective Date”).



 


		(b)	Termination. This Plan will terminate on the tenth anniversary of the Effective Date.
Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.



 


		(c)	Amendment of the Plan. The Board or the Committee may amend, alter, or discontinue
this Plan, but no amendment, alteration, or discontinuation shall be made that would materially impair the rights of the Participant with
respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable
law, including without limitation, to avoid the imposition of tax penalties under Section 409A of the Code, Applicable Exchange listing
standards, or accounting rules. In addition, no amendment shall be made without the approval of the Company’s shareholders to the
extent such approval is required by applicable law or the listing standards of the Applicable Exchange.



 


		(d)	Amendment of Awards. Subject to Section 5(e) (Share Options and Share
Appreciation Rights)), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall,
without the Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment
made to cause this Plan or Award to comply with applicable law (including tax law), Applicable Exchange listing standards, or accounting
rules.



 


SECTION 13.  
Unfunded Status of Plan


 


It is presently intended
that this Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Shares or make payments; provided, however,
that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the
 “unfunded” status of this Plan.


 






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SECTION 14.    
General Provisions


 


		(a)	Conditions for Issuance. The Committee may, in its discretion, require each Person
purchasing or receiving Shares pursuant to an Award to represent to, and agree with, the Company in writing that such Person is acquiring
the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or Award Agreements hereunder, the
Company shall not be required to issue or deliver any Shares under this Plan prior to fulfillment of all of the following conditions:
(i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration
or other qualification of such Shares of the Company under any state, federal, or foreign law or regulation, or the maintaining in effect
of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state, federal, or foreign governmental
agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.



 


		(b)	No Contract of Employment. This Plan and the Award Agreements hereunder shall not
constitute a contract of employment or for services, and the adoption of this Plan shall not confer upon any employee or director any
right to continued employment or provision of services, nor shall it interfere in any way with the right of the Company or any Subsidiary
to terminate the employment of any employee or provision of services of any director to the Company or any Subsidiary at any time for
any reason.



 


		(c)	Required Taxes. No later than the date as of which an amount with respect to any
Award under this Plan first becomes includible in the gross income of a Participant or subject to withholding for federal, state, local,
or foreign income or employment or other tax purposes, such Participant shall pay to the Company or the applicable Affiliate, or make
arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with
Shares, including Shares that are part of the Award that gives rise to the withholding requirement, all in accordance with such procedures
as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and
the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise
payable to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections,
for the settlement of withholding obligations with Shares.



 


		(d)	Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of
                                                             dividends in additional Shares and the payment of Shares with respect to dividends to Participants holding Awards under this Plan
                                                             shall only be permissible if sufficient Shares are available under Section 3 (Shares Subject to Plan) for such
                                                             reinvestment or payment (taking into account then-outstanding Awards). In the event that sufficient Shares are not available for
                                                             such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Share Units equal in
                                                             number to the Shares that would have been obtained by such payment
or reinvestment, the terms of which Restricted Share Units shall provide for settlement in cash and for dividend equivalent reinvestment
in further Restricted Share Units on the terms contemplated by this Section 14(d).



 






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		(e)	Designation of Death Beneficiary. The Committee shall establish such procedures as
it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s
death are to be paid or by whom any rights of such Eligible Individual, after such Participant’s death, may be exercised.



 


		(f)	Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary,
the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee
in accordance with the terms of the Award specified by the Committee pursuant to the provisions of this Plan. All Shares underlying Awards
that are forfeited or cancelled shall revert to the Company.



 


		(g)	Governing Law and Interpretation. This Plan and all Awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws of England and Wales, without reference to principles of conflict
of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.



 


		(h)	Non-Transferability. Except as otherwise provided in Sections 5(j) (Share
Options and Share Appreciation Rights), 6(d) (Restricted Shares), and 7(c) (Restricted Share Units), the applicable
Award Agreement or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and
distribution.



 


		(i)	Clawback. All Awards under the Plan shall be subject to any clawback, recoupment,
or forfeiture provisions required by law and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time,
or otherwise in accordance with any policies adopted by the Board or a committee thereof and which are in effect as of the Grant Date
(“Clawback Policy”). By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect
or as may be adopted and/or modified from time to time by the Board or a committee thereof to comply with applicable law or stock exchange
listing requirements).



 


		(j)	Protected Rights. Nothing contained in this Plan is intended to limit the Participant’s
ability to (i) report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission,
the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the
Department of Justice, the Congress, any Inspector General, or any other federal, state, foreign or local governmental agency or commission
(“Government Agencies”), (ii) communicate with any Government Agencies or otherwise participate in any investigation
or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the
Company or (iii) under applicable United States federal law to (A) disclose in confidence trade secrets to federal, state, and local government
officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (B) disclose trade secrets
in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.



 






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