Exhibit 10.1


 


ZK INTERNATIONAL GROUP CO., LTD.


(正康国际集团有限公司)

2021 EQUITY INCENTIVE PLAN


 


1. Purpose. The
purpose of the ZK International Group Co., Ltd. 2021 Equity Incentive Plan is to provide a means through which the Company and its Affiliates
may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants and advisors
(and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and
maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the
value of Ordinary Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests
with those of the Company’s shareholders.


 


2. Definitions.
The following definitions shall be applicable throughout this Plan:


 


(a) “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or
(ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest as determined by the
Committee in its discretion. The term “control” (including, with correlative meaning, the terms “controlled by”
and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting
or other securities, by contract or otherwise.


 


(b) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under this Plan.


 


(c) “Board”
means the board of directors of the Company.


 


(d) “Business
Combination” has the meaning given such term in the definition of “Change in Control.”


 


(e) “Business
Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized
or obligated by federal law or executive order to be closed.


 


(f) “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate having
 “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement or
similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in
the absence of any such employment or consulting agreement, document or policy (or the absence of any definition of “Cause”
contained therein), (A) a continuing material breach or material default (including, without limitation, any material dereliction of duty)
by Participant of any agreement between the Participant and the Company, except for any such breach or default which is caused by the
physical disability of the Participant (as determined by a neutral physician), or a continuing failure by the Participant to follow the
direction of a duly authorized representative of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty by
the Participant; (C) the commission by the Participant of an act of fraud, embezzlement, misappropriation of the Company or its Affiliate’s
assets or any felony or other crime of dishonesty in connection with the Participant’s duties; (D) conviction of the Participant
of a felony or any other crime that would materially and adversely affect: (i) the business reputation of the Company or (ii) the performance
of the Participant’s duties to the Company, or (E) failure by a Participant to follow the lawful directions of a superior officer
or the Board. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. 


  


(g) “Change
in Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i) An acquisition (whether
directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”) by
any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”)), immediately after which such Person has ownership of more than two thirds
(2/3) of the combined voting power of the Company’s then outstanding Voting Securities.


 






     


     


    

 


(ii) The individuals
who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary
course transaction affecting the Company, to constitute at least forty percent (40%) of the members of the Board; or


 


(iii) The consummation
of any of the following events:


 


(A) A merger, consolidation
or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii) above would be the result;


 


(B) A liquidation or
dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary
bankruptcy against, the Company; provided, however, that to the extent necessary to comply with Section 409A of the Code, the occurrence
of an event described in this subsection (B) shall not permit the settlement of Restricted Stock Units granted under this Plan; or


 


(C) An agreement for
the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a subsidiary
of the Company).


 


(h) “Closing
Price” means (A) during such time as the Ordinary Shares are registered under Section 12 of the Exchange Act, the closing
price of the Ordinary Shares as reported by an established stock exchange or automated quotation system on the day for which such value
is to be determined, or, if no sale of the Ordinary Shares shall have been made on any such stock exchange or automated quotation system
that day, on the next preceding day on which there was a sale of such Ordinary Shares, or (B) during any such time as the Ordinary Shares
are not listed upon an established stock exchange or automated quotation system, the mean between dealer “bid” and “ask”
prices of the Ordinary Shares in the over-the-counter market on the day for which such value is to be determined, as reported by the Financial
Industry Regulatory Authority, Inc., or (C) during any such time as the Ordinary Shares cannot be valued pursuant to (A) or (B) above,
the fair market value shall be as determined by the Committee considering all relevant information including, by example and not by limitation,
the services of an independent appraiser.


 


(i) “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to
such section, regulations or guidance.


 


(j) “Committee”
means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed
by the Board, the Board. Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board.


   


(k) “Company”
means ZK International Group Co., Ltd. (正康国际集团有限公司),
a British Virgin Islands company, together with its successors and assigns.


 


(l) “Date of
Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.


 


(m) “Disability”
means a “permanent and total” disability incurred by a Participant while in the employ of the Company or an Affiliate. For
this purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months.


 


(n) “Effective
Date” means the date when the Plan is adopted by the Board.


 


(o) “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange
Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.


 






    2 


     


    

 


(p) “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; provided, however,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or
an Affiliate; (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act applies such persons must
be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers,
consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the
provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company or its
Affiliates).


 


(q) “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in this Plan
to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(r) “Exercise
Price” has the meaning given such term in Section 7(b) of this Plan.


 


(s) “Fair Market
Value”, unless otherwise provided by the Committee in accordance with all applicable laws, rules regulations and standards,
means, on a given date, (i) if the Ordinary Shares (A) are listed on a national securities exchange or (B) are not listed on a national
securities exchange, but is quoted by the OTC Markets Group, Inc. (www.otcmarkets.com) or any successor or alternative recognized over-the-counter
market or another inter-dealer quotation system, on a last sale basis, the average selling price of the Ordinary Shares reported on such
national securities exchange or other inter-dealer quotation system, determined as the arithmetic mean of such selling prices over the
thirty (30)-Business Day period preceding the Date of Grant, weighted based on the volume of trading of such Ordinary Shares on each trading
day during such period; or (ii) if the Ordinary Shares are not listed on a national securities exchange or quoted in an inter-dealer quotation
system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Ordinary Shares. 


 


(t) “Immediate
Family Members” shall have the meaning set forth in Section 15(b) of this Plan.


 


(u) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in this Plan.


 


(v) “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of this Plan.


  


(w) “Intellectual
Property Products” shall have the meaning set forth in Section 15(c) of this Plan.


 


(x) “Mature
Shares” means Ordinary Shares owned by a Participant that are not subject to any pledge or security interest and that have
been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine
are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy
a withholding obligation of the Participant.


 


(y) “Negative
Discretion” shall mean the discretion authorized by this Plan to be applied by the Committee to eliminate or reduce the
size of a Performance Compensation Award consistent with Section 162(m) of the Code.


 


(z) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(aa) “Option”
means an Award granted under Section 7 of this Plan.


 


(bb) “Option
Period” has the meaning given such term in Section 7(c) of this Plan.


 


(cc) “Ordinary
Shares” means the ordinary shares of no par value each of the Company (and any shares or other securities into which such
Ordinary Shares may be converted or into which they may be exchanged).


 






    3 


     


    

 


(dd) “Outstanding
Company Ordinary Shares” has the meaning given such term in the definition of “Change in Control.”


 


(ee) “Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”


 


(ff) “Participant”
means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to Section
6 of this Plan.


 


(gg) “Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section
11 of this Plan. 


 


(hh) “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under this Plan.


 


(ii) “Performance
Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than
all, or none of the Performance Compensation Award has been earned for the Performance Period.


 


(jj) “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria.


 


(kk) “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation
Award.


 


(ll) “Permitted
Transferee” shall have the meaning set forth in Section 15(b) of this Plan.


 


(mm) “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(nn) “Plan”
means this ZK International Group Co. Ltd. (正康国际集团有限公司)
2021 Equity Incentive Plan, as amended from time to time.


  


(oo) “Retirement”
means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined by the
Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company and (B) that
at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest month, with any resulting
fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Participant’s years of employment
or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of
months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be applicable if, at the time
of Retirement, the Participant shall be at least 55 years of age and shall have been employed by or served with the Company for no less
than 5 years).


 


(pp) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable,
the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(qq) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Ordinary Shares, cash, other securities or other property,
subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide
continuous services for a specified period of time), granted under Section 9 of this Plan.


 






    4 


     


    

 


(rr) “Restricted
Stock” means Ordinary Shares, subject to certain specified restrictions (including, without limitation, a requirement that
the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of
this Plan. 


 


(ss) “SAR Period”
has the meaning given such term in Section 8(c) of this Plan.


 


(tt) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in this Plan to any section of the
Securities Act shall be deemed to include any rules, regulations or other official interpretative guidance under such section, and any
amendments or successor provisions to such section, rules, regulations or guidance.


 


(uu) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of this Plan which
meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.


 


(vv) “Stock
Bonus Award” means an Award granted under Section 10 of this Plan.


 


(ww) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR granted
in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the
Fair Market Value on the Date of Grant.


 


(xx) “Subsidiary”
means, with respect to any specified Person:


 


(i) any corporation,
association or other business entity of which more than 50% of the total voting power of shares of Outstanding Company Voting Securities
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement
that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and


 


(ii) any partnership
or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member (or functional equivalent
thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners or managing
members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(yy) “Substitute
Award” has the meaning given such term in Section 5(e).


 


(zz) “Treasury
Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury
under the Code, and any successor provisions.


  


3. Effective Date;
Duration. The Plan shall be effective as of the Effective Date, but no Award shall be exercised or paid (or issued, in the case of
a share Award), unless and until this Plan has been approved by the shareholders of the Company, which approval shall be within twelve
(12) months after the Effective Date. The expiration date of this Plan, on and after which date no Awards may be granted hereunder, shall
be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect
Awards then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards. 


 


4. Administration.


 


(a) The Committee shall
administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board
is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based compensation under Section
162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he takes any action with respect
to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director
shall not invalidate any Award granted by the Committee that is otherwise validly granted under this Plan. The acts of a majority of the
members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed
the acts of the Committee. Whether a quorum is present shall be determined, subject to the articles of association of the Company, based
on the Committee’s charter as approved by the Board.


 






    5 


     


    

 


(b) Subject to the provisions
of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations
conferred on the Committee by this Plan and its charter, to: (i) designate Participants; (ii) determine the type or types of Awards to
be granted to a Participant; (iii) determine the number of Ordinary Shares to be covered by, or with respect to which payments, rights,
or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Ordinary Shares, other securities, other
Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Ordinary Shares, other
securities, other Awards or other property and other amounts payable with respect to an Award; (vii) interpret, administer, reconcile
any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument
or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules, conditions and regulations
and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting
or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of this Plan.


 


(c) The Committee may delegate
to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect to any matter, right,
obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a
matter of law, except for grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably
expected to be, “covered employees” for purposes of Section 162(m) of the Code.


 


(d) Unless otherwise expressly
provided in this Plan, all designations, determinations, interpretations, and other decisions under or with respect to this Plan or any
Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion of the Committee, may be made
at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, and any shareholder of the Company. 


  


(e) No member of the Board,
the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or the Committee (each such person,
an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination
made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless
by the Company against and from (and the Company shall pay or reimburse on demand for) any loss, cost, liability, or expense (including
attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action,
suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of
any action taken or omitted to be taken under this Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable
Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment
in any such action, suit or proceeding against such Indemnifiable Person, provided, that the Company shall have the right,
at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume
the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of
indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in
either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable
Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act
or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s memorandum and articles of
association. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s memorandum and articles of association, as a matter of law, or otherwise, or any other
power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 






    6 


     


    

 


(f) Notwithstanding anything
to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer
this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under this Plan.


 


5. Grant of Awards;
Shares Subject to this Plan; Limitations.


 


(a) The Committee may,
from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance
Compensation Awards to one or more Eligible Persons.


 


(b) Subject to Section
3, Section 11 and Section 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of Four Million Two Hundred
Thousand (4,200,000) Ordinary Shares. Each Ordinary Share subject to an Option or a Stock Appreciation Right will reduce the number of
Ordinary Shares available for issuance by one share, and each Ordinary Share underlying an Award of Restricted Stock, Restricted Stock
Units, Stock Bonus Awards or Performance Compensation Awards will reduce the number of Ordinary Shares available for issuance by one share.


 


(c) Ordinary Shares underlying
Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards under
this Plan at the same ratio at which they were previously granted. Notwithstanding the foregoing, the following Ordinary Shares shall
not be available again for Awards under the Plan: (i) shares tendered or held back upon the exercise of an Option or settlement of an
Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax obligations of the Participant; and
(iii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the SAR upon exercise
thereof.


 


(d) Ordinary Shares delivered
by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased
(subject to the Company's articles of association) on the open market or by private purchase, or a combination of the foregoing.


 


(e) Subject to compliance
with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted under this Plan
in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the
Company combines (“Substitute Awards”). The number of Ordinary Shares underlying any Substitute Awards shall
be counted against the aggregate number of Ordinary Shares available for Awards under this Plan.


 


6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.


  


7. Options.


 


(a) Generally.
Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or
the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall be
subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with this Plan as may be reflected
in the applicable Award agreement. All Options granted under this Plan shall be Nonqualified Stock Options unless the applicable Award
agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding any designation of an Option,
to the extent that the aggregate Fair Market Value of Ordinary Shares with respect to which Options designated as Incentive Stock Options
are exercisable for the first time by any Participant during any calendar year (under all plans of the Company or any Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonqualified Stock Options. Incentive Stock Options shall be granted only to Eligible
Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who
is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless this
Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of
Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely
on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until
such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply
with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option
(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or
portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan.


 






    7 


     


    

 


(b) Exercise Price.
The exercise price (“Exercise Price”) per Ordinary Share for each Option shall not be less than 100% of the
Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the case of an Incentive Stock
Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of the voting power
of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of the Fair Market
Value per share on the Date of Grant; and, provided further, that notwithstanding any provision herein to the contrary,
the Exercise Price shall not be less than the par value per Ordinary Share.


 


(c) Vesting and Expiration.
Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and as set forth in the
applicable Award agreement, and shall expire after such period, not to exceed ten (10) years from the Date of Grant, as may be determined
by the Committee (the “Option Period”); provided, however, that the Option Period
shall not exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date
of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate; and, provided, further,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
Unless otherwise provided by the Committee in an Award agreement:


 


(i) an Option shall vest
and become exercisable with respect to 100% of the Ordinary Shares subject to such Option on the third (3rd) anniversary of
the Date of Grant;


 


(ii) the unvested portion
of an Option shall expire upon termination of employment or service of the Participant granted the Option, and the vested portion of such
Option shall remain exercisable for:


 


(A) one year following
termination of employment or service by reason of such Participant’s death or Disability (with the determination of Disability to
be made by the Committee on a case by case basis), but not later than the expiration of the Option Period;


 


(B) for directors, officers
and employees of the Company only, for the remainder of the Option Period following termination of employment or service by reason of
such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant shall be treated as a
Nonqualified Stock Option if exercise is not undertaken within 90 days of the date of Retirement); 


 


(C) 90 calendar days
following termination of employment or service for any reason other than such Participant’s death, Disability or Retirement, and
other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period;
and


 


(iii) both the unvested
and the vested portion of an Option shall immediately expire upon the termination of the Participant’s employment or service by
the Company for Cause.


 


(d) Method of Exercise
and Form of Payment. No Ordinary Shares shall be delivered or issued pursuant to any exercise of an Option until payment in full
of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any federal,
state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by
delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award agreement accompanied by
payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to collection), cash equivalent and/or
vested Ordinary Shares valued at the Closing Price at the time the Option is exercised (including, pursuant to procedures approved by
the Committee, by means of attestation of ownership of a sufficient number of Ordinary Shares in lieu of actual delivery of such shares
to the Company); provided, however, that such Ordinary Shares are not subject to any pledge or other security
interest and are Mature Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole
discretion, including without limitation: (A) in other property having a fair market value (as determined by the Committee in its discretion)
on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Ordinary Shares at such time, by means
of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to
a stockbroker to sell the Ordinary Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company
an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from the delivery or
issuance of the Ordinary Shares for which the Option was exercised that number of Ordinary Shares having a Closing Price equal to the
aggregate Exercise Price for the Ordinary Shares for which the Option was exercised. Any fractional Ordinary Shares shall be settled in
cash. 


 






    8 


     


    

 


(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under this Plan
shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Ordinary Shares acquired pursuant
to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)
of such Ordinary Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after
the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures
established by the Committee, retain possession of any Ordinary Shares acquired pursuant to the exercise of an Incentive Stock Option
as agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f) Compliance With
Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that
the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable rules
and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded.


 


8. Stock Appreciation
Rights.


 


(a) Generally.
Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the
posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject
to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan as may be reflected in the
applicable Award agreement. Any Option granted under this Plan may include tandem SARs. The Committee also may award SARs to Eligible
Persons independent of any Option.


 


 


(b) Vesting and Expiration.
A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration
provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such
manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined
by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set
by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration shall not affect
the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee in an Award
agreement:


 


(i) a SAR shall vest
and become exercisable with respect to 100% of the Ordinary Shares subject to such SAR on the third anniversary of the Date of Grant;


 


(ii) the unvested portion
of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such SAR
shall remain exercisable for:


 


(A) one year following
termination of employment or service by reason of such Participant’s death or Disability (with the determination of Disability to
be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period; 


 






    9 


     


    

 


(B) for directors, officers
and employees of the Company only, for the remainder of the SAR Period following termination of employment or service by reason of such
Participant’s Retirement;


 


(C) 90 calendar days
following termination of employment or service for any reason other than such Participant’s death, Disability or Retirement, and
other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period;
and


 


(iii) both the unvested
and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment or service by the
Company for Cause.


 


(c) Method of Exercise.
SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance
with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding
the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the Closing
Price exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the
SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such
last day and the Company shall make the appropriate payment therefor.


 


(d) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are
being exercised multiplied by the excess, if any, of the Closing Price of one Orindary Share on the exercise date over the Strike Price,
less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall
pay such amount in cash, in Ordinary Shares valued at fair market value, or any combination thereof, as determined by the Committee. Any
fractional Ordinary Share shall be settled in cash.


 


9. Restricted Stock
and Restricted Stock Units.


 


(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such
grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with this Plan as
may be reflected in the applicable Award agreement.


  


(b) Restricted Accounts;
Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established in
the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall be
held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the Committee
may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee,
if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such agreement.
If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and
blank share power within the amount of time specified by the Committee, the Award shall be null and void ab initio. Subject
to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and
privileges of a shareholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and the
right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the
Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder
with respect thereto shall terminate without further obligation on the part of the Company. 


 


(c) Vesting; Acceleration
of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period shall lapse
with respect to 100% of the Restricted Stock and Restricted Stock Units on the third (3rd) anniversary of the Date of Grant;
and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment
or service of the Participant granted the applicable Award.


 






    10 


     


    

 


(d) Delivery of Restricted
Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect to any shares of
Restricted Stock, the restrictions set forth in the applicable certificate shall be of no further force or effect with respect to such
shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall
deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted Stock that have
not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends,
if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed
to the Participant in cash or, at the sole discretion of the Committee, in Ordinary Shares having a Closing Price equal to the amount
of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right
to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).


 


(ii) Unless otherwise
provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted
Stock Units, the Company shall deliver or issue to the Participant, or his beneficiary, without charge, one Ordinary Share for each such
outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion and
subject to the requirements of Section 409A of the Code, elect to (i) pay cash or part cash and part Ordinary Share in lieu of delivering
(or issuing) only Ordinary Shares in respect of such Restricted Stock Units or (ii) defer the delivery or issuance of Ordinary Shares
(or cash or part Ordinary Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery (or
issuance) would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of
delivering (or issuing) Ordinary Shares, the amount of such payment shall be equal to the Closing Price of the Ordinary Shares as of the
date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local
and non-U.S. income and employment taxes required to be withheld.


 


10. Stock Bonus Awards.
The Committee may issue unrestricted Ordinary Shares, or other Awards denominated in Ordinary Shares, under this Plan to Eligible Persons,
either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine.
Each Stock Bonus Award granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including
email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award
so granted shall be subject to such conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement. 


 


11. Performance Compensation
Awards.


 


(a) Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of this Plan, to designate
such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m)
of the Code. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a
Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.


  


(b) Discretion of
Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall
have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the
Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that
is (are) to apply and the Performance Formula. Within the first 90 calendar days of a Performance Period (or, if longer or shorter, within
the maximum period allowed under Section 162(m) of the Code, if applicable), the Committee shall, with regard to the Performance Compensation
Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately
preceding sentence and record the same in writing.


 






    11 


     


    

 


(c) Performance Criteria.
The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of
performance of the Company and/or one or more Affiliates, divisions or operational units, or any combination of the foregoing, as determined
by the Committee. Any one or more of the Performance Criteria adopted by the Committee may be used on an absolute or relative basis to
measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more
Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared
to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion,
deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting
of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent
required under Section 162(m) of the Code, the Committee shall, within the first 90 calendar days of a Performance Period (or, if longer
or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating
the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate such Performance Criteria to
the Participant.


 


(d) Modification
of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter
the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion
to make such alterations without obtaining shareholder approval. The Committee is authorized at any time during the first 90 calendar
days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable),
or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards
granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section
162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based
on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements;
(iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any
reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No.
30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures;
(vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and
losses; and (ix) a change in the Company’s fiscal year. 


 


(e) Payment of Performance
Compensation Awards.


 


(i) Condition to
Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company
on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance
Period.


 


(ii) Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance
Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has
been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.


  


 


(iii) Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation
Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s
Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.


 


(iv) Use of Negative
Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance
Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in
the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.
The Committee shall not have the discretion, except as is otherwise provided in this Plan, to (A) grant or provide payment in respect
of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained;
or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of this Plan.


 






    12 


     


    

 


(f) Timing of Award
Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively
practicable following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months
following the end of the fiscal year during which the Performance Period is completed in order to comply with the short-term deferral
rules under Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the foregoing, payment of a Performance Compensation Award
may be delayed, as permitted by Section 1.409A-2(b)(7)(i) of the Treasury Regulations, to the extent that the Company reasonably anticipates
that if such payment were made as scheduled, the Company’s tax deduction with respect to such payment would not be permitted due
to the application of Section 162(m) of the Code.


 


12. Changes in Capital
Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash, Ordinary Shares,
other securities or other property), recapitalization, share split, reverse share split, reorganization, merger, amalgamation, consolidation,
split-up, split-off, combination, repurchase or exchange of Ordinary Shares or other securities of the Company, issuance of warrants or
other rights to acquire Ordinary Shares or other securities of the Company, or other similar corporate transaction or event (including,
without limitation, a Change in Control) that affects the Ordinary Shares, or (b) unusual or nonrecurring events (including, without limitation,
a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in
applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation
system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to
be necessary or appropriate, then the Committee shall make any such adjustments that are equitable, including without limitation any or
all of the following:


 


(i) adjusting any or
all of (A) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other property)
that may be delivered (or issued) in respect of Awards or with respect to which Awards may be granted under this Plan (including, without
limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding Award, including,
without limitation, (1) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other
property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to
any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);


 


(ii) providing for a
substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing
for a period of time for exercise prior to the occurrence of such event; and


 


(iii) subject to the
requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders thereof,
in cash, Ordinary Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined
by the Committee (which if applicable may be based upon the price per Ordinary Share received or to be received by other shareholders
of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount
equal to the excess, if any, of the fair market value (as of a date specified by the Committee) of the Ordinary Shares subject to such
Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such
event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the fair market value of a Ordinary
Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however,
that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make an equitable
or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under
this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner that does not
adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 






    13 


     


    

 


13. Effect of Change
in Control. Except to the extent otherwise provided in an Award agreement or as determined by the Committee in its sole discretion,
in the event of a Change in Control, notwithstanding any provision of this Plan to the contrary, with respect to all or any portion of
a particular outstanding Award or Awards:


 


(a) all of the then outstanding
Options and SARs may immediately vest and may become immediately exercisable as of a time prior to the Change in Control; 


 


(b) the Restricted Period
may expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable Performance Goals);


 


(c) Performance Periods
in effect on the date the Change in Control occurs may end on such date, and the Committee (i) shall determine the extent to which Performance
Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information
then available as it deems relevant and (ii) may cause the Participant to receive partial or full payment of Awards for each such Performance
Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming that the applicable
 “target” levels of performance have been attained or on such other basis determined by the Committee.


 


To the extent practicable,
any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time which
allows affected Participants the ability to participate in the Change in Control transactions with respect to the Ordinary Shares subject
to their Awards. In the event no action is taken by the Committee to allow for the changes set forth in immediately preceding clauses
(a) through (c), then no changes to the Award shall be effected.


 


14. Amendments and
Termination.


 


(a)  Amendment and
Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any
time; provided, that (i) no amendment to the definition of Eligible Employee in Section 2, Section 5(i), Section 11(c) or
Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without shareholder approval and (ii) no such
amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary
to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to comply with any
rules or requirements of any securities exchange or inter-dealer quotation system on which the Ordinary Shares may be listed or quoted
or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and, provided, further,
that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of
any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior
written consent of the affected Participant, holder or beneficiary. 


 


(b) Amendment of
Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions
or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated
Award agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with
respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; and, provided, further,
that without shareholder approval, except as otherwise permitted under Section 12 of this Plan, (i) no amendment or modification may reduce
the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace
it with a new Option or SAR, another Award or cash or take any action that would have the effect of treating such Award as a new Award
for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a “repricing” for
purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Ordinary
Shares are listed or quoted. 


 


15. General.


 


(a)  Award Agreements.
Each Award under this Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether in paper or
electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company))
and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation, the effect on
such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as may be determined
by the Committee. The Company’s failure to specify any term of any Award in any particular Award agreement shall not invalidate
such term, provided such terms was duly adopted by the Board or the Committee.


 






    14 


     


    

 


(b) Nontransferability;
Trading Restrictions.


 


(i) Each Award shall
be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s
legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation
of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve
the purposes of this Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for
the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only partners
or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (I)
by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee described
in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided,
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the
Committee notifies the Participant in writing that such a transfer would comply with the requirements of this Plan.


 


(iii) The terms of any
Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in this
Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted
Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees
shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form
covering the Ordinary Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable
Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required
to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the
Participant under this Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services
to, the Company or an Affiliate under the terms of this Plan and the applicable Award agreement shall continue to be applied with respect
to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent,
and for the periods, specified in this Plan and the applicable Award agreement. 


 


(iv) The Committee shall
have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes of Awards, to condition
the delivery of vested Ordinary Shares received in connection with such Award on the Participant’s agreement to such restrictions
as the Committee may determine. 


 


(c) Tax Withholding.


 


(i) A Participant shall
be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and is hereby authorized to withhold,
from any cash, Ordinary Shares, other securities or other property deliverable under any Award or from any compensation or other amounts
owing to a Participant, the amount (in cash, Ordinary Shares, other securities or other property) of any required withholding taxes in
respect of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take such other action as may be
necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.


 






    15 


     


    

 


(ii) Without limiting
the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the
foregoing withholding liability by (A) the delivery of Ordinary Shares (which are not subject to any pledge or other security interest
and are Mature Shares) owned by the Participant having a fair market value equal to such withholding liability or (B) having the Company
withhold from the number of Ordinary Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number
of shares with a fair market value equal to such withholding liability (but no more than the minimum required statutory withholding liability).


 


(d) No Claim to Awards;
No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or
right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be selected for a grant of any other
Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions
of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each
Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither this Plan
nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company
or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any
of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability
or any claim under this Plan, unless otherwise expressly provided in this Plan or any Award agreement. By accepting an Award under this
Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance
entitlement related to non-continuation of the Award beyond the period provided under this Plan or any Award agreement, notwithstanding
any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant,
whether any such agreement is executed before, on or after the Date of Grant.


 


(e) International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who
are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may in its sole
discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants in order to
conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company
or its Affiliates. 


 


(f) Designation and
Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this Plan upon his or her death. A Participant
may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new
designation with the Committee. The last such designation filed with the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon
the occurrence of a Participant’s divorce (as evidenced by a final order or decree of divorce), any spousal designation previously
given by such Participant shall automatically terminate. 


 


(g) Termination of
Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence
from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to
employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company or
an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues
to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be considered
a termination of employment with the Company or an Affiliate.


 


(h) No Rights as
a Shareholder. Except as otherwise specifically provided in this Plan or any Award agreement, no person shall be entitled to the
privileges of ownership in respect of Ordinary Shares that are subject to Awards hereunder until such Ordinary Shares have been issued
to that person and that person is recorded in the register of members of the Company as the holder of such Ordinary Shares.


 






    16 


     


    

 


(i) Government and
Other Regulations.


 


(i) The obligation of
the Company to settle Awards in Ordinary Shares or other consideration shall be subject to all applicable laws, rules, and regulations,
and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary,
the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Ordinary
Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities
and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be
offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption
have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the Ordinary
Shares to be offered or sold under this Plan. The Committee shall have the authority to provide that all certificates for Ordinary Shares
or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under this Plan, the applicable Award agreement, the federal securities laws, or the
rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation
system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S.
laws, and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. Notwithstanding any provision in this Plan to the contrary, the Committee
reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion deems
necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction
the Award is subject. 


 


(ii) The Committee may
cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage
and/or other market considerations would make the Company’s acquisition of Ordinary Shares from the public markets, the Company’s
issuance of Ordinary Shares to the Participant, the Participant’s acquisition of Ordinary Shares from the Company and/or the Participant’s
sale of Ordinary Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any
portion of an Award in accordance with the foregoing, unless doing so would violate Section 409A of the Code, the Company shall pay to
the Participant an amount equal to the excess of (A) the aggregate fair market value of the Ordinary Shares subject to such Award or portion
thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable),
over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition
of delivery of Ordinary Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable
following the cancellation of such Award or portion thereof. The Committee shall have the discretion to consider and take action to mitigate
the tax consequence to the Participant in cancelling an Award in accordance with this clause.


  


(j) Payments to Persons
Other Than Participants. If the Committee shall find that any person to whom any amount is payable under this Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless
a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to
his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee
to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the
liability of the Committee and the Company therefor.


 


(k) Nonexclusivity
of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of share options or other equity-based awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l) No Trust or Fund
Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No
provision of this Plan or any Award shall require the Company, for the purpose of satisfying any obligations under this Plan, to purchase
assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall
the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained
or administered fund for such purposes. Participants shall have no rights under this Plan other than as general unsecured creditors of
the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they
shall have the same rights as other employees under general law.


 






    17 


     


    

 


(m) Reliance on Reports.
Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and
shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant
of the Company and its Affiliates and/or any other information furnished in connection with this Plan by any agent of the Company or the
Committee or the Board, other than himself.


 


(n) Relationship
to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 


(o) Governing Law.
The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the
conflict of laws provisions.


 


(p) Severability.
If any provision of this Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most closely reflects
the original intent of the Award or the Plan, or if it cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of this Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction,
person or entity or Award and the remainder of this Plan and any such Award shall remain in full force and effect.


 


(q) Obligations Binding
on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or organization
resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company. 


 


(r) Code Section
162(m) Approval. If so determined by the Committee, the provisions of this Plan regarding Performance Compensation Awards shall
be disclosed and reapproved by shareholders no later than the first shareholder meeting that occurs in the fifth year following the year
in which shareholders previously approved such provisions, in each case in order for certain Awards granted after such time to be exempt
from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity of Awards granted
after such time if such shareholder approval has not been obtained.


 


(s) Expenses; Gender;
Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates. Masculine pronouns
and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in this Plan are for convenience
of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings shall control.


 


(t) Other Agreements.
Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Ordinary Shares under an Award,
that the Participant execute lock-up, shareholder or other agreements, as it may determine in its sole and absolute discretion. 


 






    18 


     


    

 


(u) Section 409A. The
Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section 409A of the
Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a manner consistent with Section
409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B) of the Code. Notwithstanding
anything in this Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate the payment or settlement
of an Award where such payment or settlement constitutes deferred compensation within the meaning of Section 409A of the Code unless,
and solely to the extent that, such accelerated payment or settlement is permissible under Section 1.409A-3(j)(4) of the Treasury Regulations.
If a Participant is a “specified employee” (within the meaning of Section 1.409A-1(i) of the Treasury Regulations) at any
time during the twelve (12)-month period ending on the date of his termination of employment, and any Award hereunder subject to the requirements
of Section 409A of the Code is to be satisfied on account of the Participant’s termination of employment, satisfaction of such Award
shall be suspended until the date that is six (6) months after the date of such termination of employment.


 


(v) Payments. Participants
shall be required to pay, to the extent required by applicable law, any amounts required to receive Ordinary Shares under any Award made
under this Plan.


 






    19