EX-10.6



 Exhibit 10.6 

HORIZON PHARMA PUBLIC LIMITED COMPANY 

2014 EQUITY INCENTIVE PLAN 

ADOPTED BY THE BOARD OF DIRECTORS:
MAY 17, 2014 
 APPROVED BY THE SHAREHOLDERS:
SEPTEMBER 18, 2014 
 AMENDED BY THE BOARD
OF DIRECTORS: MARCH 23, 2015 
 APPROVED BY
THE SHAREHOLDERS: MAY 6, 2015 
 AMENDED BY
THE COMPENSATION COMMITTEE: FEBRUARY 25, 2016 

APPROVED BY THE SHAREHOLDERS: MAY 3, 2016 

AMENDED BY THE COMPENSATION COMMITTEE:
AUGUST 29, 2017 
 AMENDED BY THE COMPENSATION
COMMITTEE: JANUARY 5, 2018 
 TERMINATION DATE:
MAY 16, 2024 
  

	1.	GENERAL. 

 (a)    Relationship to Prior
Plans. This Plan is intended as the successor to the Horizon Pharma, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) with respect to grants to Employees. From and after 12:01 a.m. on the Effective Date, all outstanding
stock awards granted under the 2011 Plan and the Horizon Pharma, Inc. 2005 Stock Plan (the “2005 Plan”) and, together with the 2011 Plan, the “Prior Plans”) shall remain subject to the terms of the
2011 Plan or the 2005 Plan, as applicable; provided, however, any Ordinary Shares subject to outstanding stock awards granted under the Prior Plans that expire, terminate or are forfeited for any reason prior to exercise or settlement, and
any Ordinary Shares that are repurchased or redeemed because of the failure to meet a contingency or condition required to vest such Ordinary Shares (the “Returning Shares”) shall immediately be added to the Share Reserve (as
described below) as and when such Ordinary Shares become Returning Shares and shall become available for issuance pursuant to Awards granted hereunder. All Awards granted on or after the Effective Date of this Plan shall be subject to the terms of
this Plan. 
 (b)    Eligible Award Recipients. The persons eligible to receive Awards are Employees. The
persons eligible to receive Inducement Awards are Employees who meet the criteria set forth in Section 3(f). 

(c)    Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards,
(viii) Inducement Awards, and (ix) Other Stock Awards. 
 (d)    Purpose. The Company, by means
of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts for the success of the Company and any
Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Ordinary Shares through the granting of Awards. 

  
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	2.	ADMINISTRATION. 

 (a)    Administration by
Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). Notwithstanding anything to the contrary set forth herein, only an
Inducement Committee has the power to grant Inducement Awards. 
 (b)    Powers of Board. The Board shall
have the power, subject to, and within the limitations of, the express provisions of the Plan: 
 (i)    To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be granted; (C) what type or combination of types of Award shall be granted; (D) the
provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Ordinary Shares pursuant to a Stock Award; (E) the number of Ordinary Shares with respect to which a
Stock Award shall be granted to each such person; and (F) the Fair Market Value applicable to a Stock Award. 

(ii)    To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules
and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to
the extent it shall deem necessary or expedient to make the Plan or Award fully effective. 
 (iii)    To settle
all controversies regarding the Plan and Awards granted under it. 
 (iv)    To accelerate the time at which an
Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it
will vest. 
 (v)    To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall
not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant. 

(vi)    To amend the Plan in any respect the Board deems necessary or advisable. However, except as provided in

Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law or listing requirements, shareholder approval shall be required for any amendment of the Plan that either (A) materially increases the number of
Ordinary Shares available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially
reduces the price at which Ordinary Shares may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance under the Plan. Except as provided above, rights
under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing. 

  
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 (vii)    To submit any amendment to the Plan for shareholder approval,
including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of
compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options or (C) Rule 16b-3. 

(viii)    To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more
Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided
however, that except with respect to amendments that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any Award shall not be impaired by any such amendment unless (A) the Company requests the
consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected
Participant’s consent if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code. 

(ix)    Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to
promote the best interests of the Company and any Affiliates and that are not in conflict with the provisions of the Plan or Awards. 

(x)    To adopt such procedures and sub-plans as are necessary or
appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States. 
  

	 	(c)	Delegation to Committee. 


(i)    General. The Board may delegate some or all of the administration of the Plan to a
Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee,
including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the
subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 

  
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 (ii)    Section 162(m) and Rule
16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. 

(iii)    Inducement Awards. Notwithstanding any other provision of the Plan to the contrary, all Inducement
Awards must be granted by an Inducement Committee. 
 (d)    Effect of Board’s Decision. All
determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

(e)    Cancellation and Re-Grant of Stock Awards. Neither the Board
nor any Committee shall have the authority to: (i) reduce the exercise price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock Appreciation Rights that have an exercise
price or strike price greater than the current Fair Market Value of the Ordinary Shares in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months
prior to such an event, provided that the exercise price of any such outstanding Options or Stock Appreciation Rights under the Plan may not be reduced below the nominal value of an Ordinary Share. 

 

	3.	SHARES SUBJECT TO THE PLAN. 

  

	 	(a)	Share Reserve. 

 (i)    Subject to Section 9(a) relating
to Capitalization Adjustments, the aggregate number of Ordinary Shares of the Company that may be issued pursuant to Stock Awards after the Effective Date shall not exceed 44,052,130 shares, which is the sum of (i) 22,052,130 Ordinary Shares, which
is the total reserve that was approved as of the Effective Date in connection with the adoption of the Plan, including, but not limited to, the shares remaining available for issuance under the Prior Plans and the Returning Shares, (ii) 14,000,000
additional Ordinary Shares approved by the Company’s shareholders at the 2015 annual general meeting, and (iii) 6,000,000 new Ordinary Shares approved by the Company’s shareholders at the 2016 annual general meeting (the total of (i), (ii)
and (iii), the “Share Reserve”) and (iv) 2,000,000 Ordinary Shares that may be issued pursuant to Inducement Awards granted under Section 3(f) of the Plan. For clarity, the limitation in this Section 3(a)(i) is a
limitation on the number of Ordinary Shares that may be issued pursuant to the Plan. Accordingly, this Section 3(a)(i) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with
a merger or acquisition as permitted by, as applicable, NASDAQ Marketplace Rule 4350(i)(1)(A)(iii), NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable stock exchange rules, and such issuance
shall not reduce the number of Ordinary Shares available for issuance under the Plan. Furthermore, if a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the Ordinary Shares covered by such Stock Award having
been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than Ordinary Shares), such expiration, termination or settlement shall not reduce (or otherwise offset) the number of Ordinary Shares that may be
available for issuance under the Plan. 

  
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 (ii)    Subject to subsection 3(b) and except with respect to
Inducement Awards, the number of Ordinary Shares available for issuance under the Plan shall be reduced by: (i) one (1) Ordinary Share for each Ordinary Share issued pursuant to (A) an Option granted under Section 5, or (B) a
Stock Appreciation Right granted under Section 5 with respect to which the strike price is at least one hundred percent (100%) of the Fair Market Value of the underlying Ordinary Shares on the date of grant; and (ii) 1.29 Ordinary Shares for
each Ordinary Share issued pursuant to a Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, Other Stock Award or any other stock award granted under the Plan that is not described in subsection (i) above. 

 

	 	(b)	Reversion of Shares to the Share Reserve. 


(i)    Shares Available For Subsequent Issuance. If any Stock Award is forfeited back to the
Company or Ordinary Shares are redeemed or repurchased by the Company or any Affiliate (in accordance with applicable Irish law) because of the failure to meet a contingency or condition required to vest such Ordinary Shares, then the Ordinary
Shares that are forfeited, redeemed or repurchased shall revert to and again become available for issuance under the Plan. Notwithstanding the provisions of this Section 3(b)(i), to the extent (i) there is issued an Ordinary Share pursuant
to a Stock Award under the Plan (other than an Option or Stock Appreciation Right), and (ii) there are any Returning Shares granted under the Prior Plans pursuant to an award other than an Option or Stock Appreciation Right, and such Ordinary
Share becomes available for issuance under the Plan pursuant to Section 1(a), Section 3(a)(i) or this Section 3(b)(i), then the number of Ordinary Shares available for issuance under the Plan shall increase by 1.29 shares for each
such Ordinary Share. Notwithstanding the foregoing, any Inducement Shares that become available for issuance under the Plan pursuant to this subsection 3(b)(i) will only become available for issuance pursuant to Inducement Awards. 

(ii)    Shares Not Available For Subsequent Issuance. If any Ordinary Shares subject to a Stock Award are
not delivered to a Participant because the Stock Award is exercised through a reduction of Ordinary Shares subject to the Stock Award (i.e., “net exercised”), the number of Ordinary Shares that are not delivered to the Participant
shall not remain available for issuance under the Plan. Also, any Ordinary Shares withheld by the Company pursuant to Section 8(g) or withheld or tendered as consideration for the exercise of an Option or purchase of any other Stock Award shall
not again become available for issuance under the Plan. 
 (c)    Incentive Stock Option Limit.
Notwithstanding anything to the contrary in this Section 3 and, subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of Ordinary Shares that may be issued pursuant to the
exercise of Incentive Stock Options shall be the number of shares subject to the Plan’s Share Reserve. 

(d)    Section 162(m) Limitation on Annual Grants. Subject to the provisions of Section 9(a) relating
to Capitalization Adjustments and except with respect to Inducement Awards, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, a maximum of three million (3,000,000) Ordinary Shares
subject to Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date any such Stock
Award is granted may be granted to any 

  
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Participant during any calendar year. Notwithstanding the foregoing, if any additional Options, Stock Appreciation Rights or Other Stock Awards whose value is determined by reference to an
increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Awards are granted to any Participant during any calendar year, compensation attributable to the exercise of such
additional Stock Awards shall not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such additional Stock Award is approved by the Company’s shareholders.

 (e)    Source of Shares. The Ordinary Shares issuable under the Plan shall be authorized but unissued
or reacquired Ordinary Shares, including Ordinary Shares redeemed or repurchased by the Company or any Affiliate on the open market or otherwise, in accordance with applicable Irish Law. 

(f)    Inducement Shares. This subsection 3(f) will apply with respect to the 2,000,000 Ordinary Shares
reserved under this Plan by action of the Board (or a committee thereof) to be used exclusively for the grant of Inducement Awards in compliance with NASDAQ Listing Rule 5635(c)(4) (the “Inducement Shares”). Notwithstanding anything to the
contrary in this Plan, an Inducement Award may be granted only to an Employee who has not previously been an Employee or a non-Employee Director of the Company or an Affiliate, or following a bona fide period
of non-employment, as an inducement material to the individual’s entering into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. 

 

	4.	ELIGIBILITY. 

 (a)    Eligibility for
Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the
Code). Stock Awards other than Incentive Stock Options may be granted to Employees; provided, however, that Nonstatutory Stock Options and SARs may not be granted to Employees who are providing Continuous Service only to any
“parent” of the Company, as such term is defined in Rule 405 promulgated under the Securities Act, unless the Ordinary Shares underlying such Stock Awards are treated as “service recipient stock” under Section 409A of
the Code because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution requirements of Section 409A of the Code. 

(b)    Ten Percent Shareholders. A Ten Percent Shareholder shall not be granted an Incentive Stock Option
unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. 

 

	5.	PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS. 


Each Option or SAR shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a 

  
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separate certificate or certificates shall be issued for Ordinary Shares purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option,
then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Option Agreement or Stock Appreciation Right Agreement shall conform to (through
incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions: 

(a)    Term. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, no Option or
SAR shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement. 

(b)    Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders,
the exercise price (or strike price) of each Option or SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Option or SAR on the date the Option or SAR is granted. Notwithstanding the
foregoing, an Option or SAR may be granted with an exercise price (or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Option or SAR if such Option or SAR is granted pursuant to an
assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code, provided that in all cases the
exercise price is not less than the nominal value of an Ordinary Share. Each SAR will be denominated in Ordinary Shares equivalents. 

(c)    Purchase Price for Options. The purchase price of Ordinary Shares acquired pursuant to the exercise
of an Option shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below; provided, however, that where Ordinary Shares are
issued pursuant to the exercise of an Option, the nominal value of each newly issued Ordinary Share is fully paid up. The Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The permitted methods of payment are as follows: 

(i)    by cash, check, bank draft or money order payable to the Company; 

(ii)    pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior
to the issuance of Ordinary Shares subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

(iii)    if the option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which
the Company will reduce the number of Ordinary Shares issuable upon exercise by the largest whole number of Ordinary Shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that: 

  
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 (1)    the Company shall accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole Ordinary Shares to be issued; 

(2)    irrespective of whether a “net exercise” arrangement is used, the nominal value of each newly
issued Ordinary Shares will be fully paid up in cash; and 
 (3)    Ordinary Shares will no longer be subject to
an Option and will not be exercisable thereafter to the extent that (A) Ordinary Shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) Ordinary Shares are delivered to the Participant
as a result of such exercise, and (C) Ordinary Shares are withheld to satisfy tax withholding obligations; 

(iv)    deduction from salary due and payable to an Employee by the Company or any Affiliate; or 

(v)    in any other form of legal consideration that may be acceptable to the Board and permissible under
applicable law. 
 (d)    Exercise and Payment of a SAR. To exercise any outstanding Stock Appreciation
Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. The appreciation distribution payable on the exercise
of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of Ordinary Shares equal to the number of
Ordinary Shares equivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will be
determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation distribution in respect to a Stock Appreciation Right may be paid in Ordinary Shares, in cash, in any combination of the two or in any other form of
consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right, provided, however, that where Ordinary Shares are issued pursuant to a Stock Appreciation Right, the
nominal value of each newly issued Ordinary Share is fully paid up. 
 (e)    Transferability of Options and
SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the
transferability of Options and SARs shall apply: 
 (i)    Restrictions on Transfer. An Option or SAR
shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may, in its sole discretion, permit
transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. 

  
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 (ii)    Domestic Relations Orders. Notwithstanding the
foregoing, an Option or SAR may be transferred pursuant to a domestic relations order; provided, however, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such
transfer. 
 (iii)    Beneficiary Designation. Notwithstanding the foregoing, the Participant may, by
delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a third party who, in the event of the death of the Participant,
shall thereafter be entitled to exercise the Option or SAR and receive the Ordinary Shares or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate
shall be entitled to exercise the Option or SAR and receive the Ordinary Shares or other consideration resulting from such exercise. 

(f)    Vesting Generally. The total number of Ordinary Shares subject to an Option or SAR may vest and
therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction
of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum
number of Ordinary Shares as to which an Option or SAR may be exercised. 
 (g)    Termination of Continuous
Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company or any Affiliate, if a Participant’s Continuous Service terminates (other than for Cause or upon the
Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) but only within such period
of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), or (ii) the
expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as
applicable), the Option or SAR shall terminate. 
 (h)    Extension of Termination Date. If the exercise
of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Ordinary Shares would
violate the registration requirements under the Securities Act, then the Option or SAR shall terminate on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive) after the termination of the
Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award
Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the immediate sale of any Ordinary Shares received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR shall 

  
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terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during
which the sale of the Ordinary Shares received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable
Award Agreement. 
 (i)    Disability of Participant. Except as otherwise provided in the
applicable Award Agreement or other agreement between the Participant and the Company or any Affiliate, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her
Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve
(12) months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after
termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR (as applicable) shall terminate. 

(j)    Death of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company or any Affiliate, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in
the Award Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or
SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but
only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of such Option or
SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate. 

(k)    Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award
Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR shall terminate immediately upon such Participant’s
termination of Continuous Service, and the Participant shall be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service. 

(l)    Non-Exempt Employees. No Option or SAR, whether or not
vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable for any Ordinary Shares until at least six months
following the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate
Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s 

  
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retirement (as such term may be defined in the Participant’s Award Agreement or in another applicable agreement or in accordance with the Company’s (or Affiliates, if applicable) then
current employment policies and guidelines), any such vested Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. 
  

	6.	PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS. 


(a)    Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain
such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, Ordinary Shares may be (i) held in book entry form subject to the Company’s instructions
until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however, that each Restricted Stock Award Agreement shall conform to (through incorporation
of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

(i)    Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check,
bank draft or money order payable to the Company, (B) services to the Company or an Affiliate or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and
permissible under applicable law, provided however, that where Ordinary Shares are issued pursuant to a Restricted Stock Award the nominal value of each newly issued Ordinary Share is fully paid up. 

(ii)    Vesting. Ordinary Shares awarded under a Restricted Stock Award Agreement may be subject to
forfeiture to the Company in accordance with a vesting schedule to be determined by the Board. 

(iii)    Termination of Participant’s Continuous Service. If a Participant’s Continuous Service
terminates, the Company or any Affiliate may receive through a forfeiture condition or a repurchase right any or all of the Ordinary Shares held by the Participant that have not vested as of the date of termination of Continuous Service under the
terms of the Restricted Stock Award Agreement. 
 (iv)    Transferability. Rights to acquire Ordinary
Shares under the Restricted Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as
Ordinary Shares awarded under the Restricted Stock Award Agreement remain subject to the terms of the Restricted Stock Award Agreement. 

(v)    Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock
will be subject to the same vesting and forfeiture restrictions as apply to the Ordinary Shares subject to the Restricted Stock Award to which they relate. 

  
 11 








 (b)    Restricted Stock Unit Awards. Each
Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the
terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by
reference in the Agreement or otherwise) the substance of each of the following provisions: 

(i)    Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will
determine the consideration, if any, to be paid by the Participant upon delivery of each share of Ordinary Shares subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Ordinary Shares
subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law, provided, however, that where Ordinary Shares are
issued pursuant to a Restricted Stock Unit Award, the nominal value of each newly issued Ordinary Share is fully paid up. 

(ii)    Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such
restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 

(iii)    Payment. A Restricted Stock Unit Award may be settled by the delivery of Ordinary Shares, their
cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. 

(iv)    Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the
Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the Ordinary Shares (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit
Award. 
 (v)    Dividend Equivalents. Dividend equivalents may be credited in respect of Ordinary Shares
covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional Ordinary Shares covered
by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional Ordinary Shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and
conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 

(vi)    Termination of Participant’s Continuous Service. Except as otherwise
provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service. 

  
 12 









	 	(c)	Performance Awards. 

 (i)    Performance
Stock Awards. A Performance Stock Award is a Stock Award that may vest or may be exercised contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the
completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained
shall be conclusively determined by the Committee, in its sole discretion. Except with respect to Inducement Awards, the maximum number of shares covered by an Award that may be granted to any Participant in a calendar year attributable to Stock
Awards described in this Section 6(c)(i) (whether the grant, vesting or exercise is contingent upon the attainment during a Performance Period of the Performance Goals) shall not exceed three million (3,000,000) Ordinary Shares. The Board may
provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Stock Award to be deferred to a specified date or event. In addition, to the extent permitted by
applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards. 

(ii)    Performance Cash Awards. A Performance Cash Award is a cash award that may be paid contingent upon
the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award, the length of any
Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee, in its sole
discretion. In any calendar year, the Committee may not grant a Performance Cash Award that has a maximum value that may be paid to any Participant in excess of three million dollars ($3,000,000). The Board may provide for or, subject to such terms
and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which
may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property. 

(iii)    Board Discretion. The Board retains the discretion to reduce or eliminate the compensation or
economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. 

(iv)    Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of
Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee shall establish the Performance Goals applicable to, and the formula for calculating the amount
payable under, the Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period, or (b) the date on which twenty-five percent (25%) of the Performance Period has elapsed,
and in either event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of any 

  
 13 








 
compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any
Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Ordinary Shares). Notwithstanding satisfaction or completion of any Performance
Goals, to the extent specified at the time of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code, the number of Ordinary Shares, Options, cash or other benefits granted, issued, retainable and/or
vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, shall determine. 

(d)    Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or
otherwise based on, Ordinary Shares, including the appreciation in value thereof (e.g., options or share rights with an exercise price or strike price less than 100% of the Fair Market Value of the Ordinary Shares at the time of grant) may be
granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the
persons to whom and the time or times at which such Other Stock Awards will be granted, the number of Ordinary Shares (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other
Stock Awards; provided, however, that where Ordinary Shares are issued pursuant to any Other Stock Award, the nominal value of each newly issued Ordinary Share is fully paid up. 

 

	7.	COVENANTS OF THE COMPANY. 


(a)    Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all
times the authorized but unissued Ordinary Shares reasonably required to satisfy such Stock Awards. 

(b)    Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency
having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell Ordinary Shares upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to
register under the Securities Act the Plan, any Stock Award or any Ordinary Shares issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the
authority that counsel for the Company deems necessary for the lawful issuance and sale of Ordinary Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Ordinary Shares upon exercise of such Stock
Awards unless and until such authority is obtained. A Participant shall not be eligible for the grant of a Stock Award or the subsequent issuance of Ordinary Shares pursuant to the Stock Award if such grant or issuance would be in violation of any
applicable securities law. 
 (c)    No Obligation to Notify or Minimize Taxes. The Company and its
Affiliates shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company and its Affiliates shall have no duty or obligation to warn or otherwise advise
such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company and its Affiliates have no duty or obligation to minimize the tax consequences of a Stock Award to
the holder of such Stock Award. 

  
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	8.	MISCELLANEOUS. 

 (a)    Use of Proceeds from
Sales of Ordinary Shares. Proceeds from the sale of Ordinary Shares pursuant to Stock Awards shall constitute general funds of the Company. 

(b)    Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the
Company of a Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is
communicated to, or actually received or accepted by, the Participant. 
 (c)    Shareholder Rights. No
Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Ordinary Shares subject to such Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of the
Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Ordinary Shares subject to such Stock Award has been entered into the books and records of the Company. 

(d)    No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other
instrument executed thereunder or in connection with any Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or
shall affect the right of the Company or an Affiliate to terminate the employment of an Employee with or without notice and with or without cause. 

(e)    Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value
(determined at the time of grant) of Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one
hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable
Option Agreement(s). 
 (f)    Investment Assurances. The Company may require a Participant, as a
condition of exercising or acquiring Ordinary Shares under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Ordinary Shares subject to the Stock Award for the Participant’s own account and not with any
present intention of selling or otherwise distributing the Ordinary Shares. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or
acquisition of Ordinary Shares under the Stock Award has been registered under a 

  
 15 








 
then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement
need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on share certificates issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Ordinary Shares. 

(g)    Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company or
any Affiliate may, in its sole discretion, satisfy any federal, state, local or foreign tax withholding obligation, or levies or social security deduction obligation relating to an Award by any of the following means or by a combination of such
means: (i) causing the Participant to tender a cash payment; (ii) withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to the Participant in connection with the Award; provided, however, that no Ordinary
Shares are withheld with a value exceeding the minimum amount of tax, levies and social security contribution required to be withheld by law or the practice of any revenue authority (or such lesser amount as may be necessary to avoid classification
of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may
be set forth in the Award Agreement. 
 (h)    Electronic Delivery. Any reference herein to a
“written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s (or Affiliate’s, if applicable) intranet (or other shared electronic medium controlled by the Company or
any Affiliate to which the Participant has access). 
 (i)    Deferrals. To the extent permitted by
applicable law, the Board, in its sole discretion, may determine that the delivery of Ordinary Shares or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and
procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a
Participant is still an employee or otherwise providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including
lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

(j)    Compliance with Section 409A. To the extent that the Board determines that any
Award granted hereunder is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the
extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the
Ordinary Shares are publicly traded and a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no
distribution or payment of 

  
 16 








 
any amount shall be made upon a “separation from service” before a date that is six (6) months following the date of such Participant’s “separation from service” (as
defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death. 

(k)    Personal Data. It shall be a term and condition of every Award that a Participant agrees and consents
to: 
 (i)    the collection, use and processing of his Personal Data by the Company or any Subsidiary and the
transfer of his Personal Data to any third party administrator of the Plan and any broker through whom Shares are to be sold on behalf of a Participant; 

(ii)    the Company, its Subsidiaries or any third party administrator of the Plan, transferring the
Participant’s Personal Data amongst themselves for the purposes of implementing, administering and managing the Plan and the issue of Awards and the acquisition of Ordinary Shares pursuant to Awards; 

(iii)    the use of Personal Data by any such person for any such purposes; and 

(iv)    the transfer to and retention of Personal Data by third parties (including any situated outside the
European Economic Area) for or in connection with such purposes. 
  

	9.	ADJUSTMENTS UPON CHANGES IN ORDINARY SHARES; OTHER CORPORATE EVENTS.


 (a)    Capitalization Adjustments. In the event of a Capitalization Adjustment, the
Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a)(i) and 3(f), (ii) the class(es) and maximum number of securities that may be issued
pursuant to the exercise of Incentive Stock Options pursuant to Section 3(a)(ii), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 3(d) and 6(c)(i), and (iv) the class(es) and
number of securities and price per Ordinary Share subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. 

(b)    Dissolution or Liquidation. Except as otherwise provided in a Stock Award Agreement, in the event of
a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding Ordinary Shares not subject to a forfeiture condition or the Company’s or any Affiliate’s right of
repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation, and any Ordinary Shares subject to the Company’s or any Affiliate’s repurchase rights or subject to a forfeiture condition may be
repurchased or reacquired by the Company or an Affiliate notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock
Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its
completion. 
 (c)    Corporate Transaction. The following provisions shall apply to Stock Awards in the
event of a Corporate Transaction unless otherwise provided in the instrument evidencing 

  
 17 








 
the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.

 (i)    Stock Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation
or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan
(including but not limited to, awards to acquire the same consideration paid to the shareholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Ordinary Shares
issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any) in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its
parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award, or may choose to assume or continue the Stock Awards held by some, but not all Participants. The terms
of any assumption, continuation or substitution shall be set by the Board. 
 (ii)    Stock Awards Held by
Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for
such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate
Transaction (referred to as the “Current Participants”), the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) shall be accelerated in
full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five
(5) days prior to the effective time of the Corporate Transaction), and such Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase
rights held by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction). 

(iii)    Stock Awards Held by Persons other than Current Participants. In the event of a Corporate
Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to
Stock Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate
Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate and may continue to be exercised notwithstanding the Corporate Transaction. 

(iv)    Payment for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock
Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such 

  
 18 








 
Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess, if any, of
(A) the value of the property the Participant would have received upon the exercise of the Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any exercise price payable by such
holder in connection with such exercise. 
 (d)    Change in Control. A Stock Award may be subject to
additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate
and the Participant, but in the absence of such provision, no such acceleration shall occur. 
  

	10.	TERMINATION OR SUSPENSION OF THE PLAN. 


(a)    Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the
Board, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the shareholders of the Company. No
Awards may be granted under the Plan while the Plan is suspended or after it is terminated. 
 (b)    No
Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant. 

 

	11.	EFFECTIVE DATE OF PLAN. 

 The
Plan shall become effective on the Effective Date. 
  

	12.	CHOICE OF LAW. 

 The laws of the State of
California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules. 

13. DEFINITIONS. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below: 

(a)    “2011 Plan Available Reserve” means the number of shares of common available for
issuance pursuant to the grant of future awards under the 2011 Plan determined as of immediately prior to the Effective Date. 

(b)    “Affiliate” means, at the time of determination, any “parent” or
“subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is
determined within the foregoing definition. 
 (c)    “Award” means a Stock Award or a
Performance Cash Award. 

  
 19 








 (d)    “Award Agreement” means a written
agreement between the Company and a Participant evidencing the terms and conditions of an Award. 

(e)    “Board” means the Board of Directors of the Company. 

(f)    “Capitalization Adjustment” means any change that is made in, or other events that
occur with respect to, the Ordinary Shares subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization,
reincorporation, share dividend, dividend in property other than cash, large nonrecurring cash dividend, share split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring
transaction, as that term is used in Statement of Financial Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.

 (g)    “Cause” shall have the meaning ascribed to such term in any
written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term shall mean, with respect to a Participant, the occurrence of any of the following events that has a material negative
impact on the business or reputation of the Company: (i) such Participant’s repeated failure to perform one or more essential duties and responsibilities to the Company; (ii) such Participant’s failure to follow the lawful
directives of manager(s); (iii) such Participant’s material violation of any Company policy; (iv) such Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct or gross misconduct;
(v) such Participant’s unauthorized use or disclosure of any proprietary information, confidential information or trade secrets of the Company or any other party to whom he or she owes an obligation of nondisclosure as a result of his or
her relationship with the Company; or (vi) such Participant’s willful breach of any of obligations under any written agreement or covenant with the Company or violation of any statutory duty owed to the Company. The determination that a
termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company (or an Affiliate, if applicable), in its sole discretion. Any determination by the Company (or an Affiliate, if applicable)
that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or Affiliate or
such Participant for any other purpose. 
 (h)    “Change in Control” means the
occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

(i)    any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be
deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person
that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because


  
 20 








 
the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a
repurchase or other acquisition of voting securities by the Company or any Affiliate reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition
of voting securities by the Company or any Affiliate, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the
percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; 

(ii)    there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the
Company and, immediately after the consummation of such merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities
representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of
the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

 (iii)    the shareholders of the Company approve or the Board approves a plan of complete dissolution or
liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 

(iv)    there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of
the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent
(50%) of the combined voting power of the voting securities of which are Owned by shareholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such
sale, lease, license or other disposition; or 
 (v)    individuals who, on the date the Plan is adopted by the
Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for
election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 

For the avoidance of doubt, any one or more of the above events may be effected pursuant to (i) a compromise or arrangement sanctioned by
the Irish courts under section 201 of the Companies Act 1963 (as may be amended, updated or replaced from time to time) (the “1963 Act”) or (ii) a scheme, contract or offer which has become binding on all shareholders pursuant
to Section 204 of the 1963 Act, or (iii) a bid pursuant to Regulation 23 or 24 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006. 

  
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 Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in
Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term
is set forth in such an individual written agreement, the foregoing definition shall apply. 

(i)    “Code” means the Internal Revenue Code of 1986, as amended, including any applicable
regulations and guidance thereunder. 
 (j)    “Committee” means a committee of one or
more Directors to whom authority has been delegated by the Board in accordance with Section 2(c). 

(k)    “Company” means Horizon Pharma Public Limited Company, a company incorporated under
the laws of Ireland. 
 (l)    “Consultant” means any person, including an advisor, who
is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.
However, service solely as a Non-employee Director, or payment of a fee for such service, shall not cause a Non-employee Director to be considered a
“Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities
Act is available to register either the offer or the sale of the Company’s securities to such person. 

(m)    “Continuous Service” means that the Participant’s service with the Company or
an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in
the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service;
provided, however, if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service shall be considered to have
terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company (or an Affiliate, if applicable), in that party’s sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer of the Company (or an Affiliate, if applicable), including sick leave, military leave or any
other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such
extent as may be provided in the Company’s (or an Affiliate’s, if applicable) leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. 

  
 22 








 (n)    “Corporate Transaction” means the
consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: 

(i)    a sale or other disposition of all or substantially all, as determined by the Board, in its sole
discretion, of the consolidated assets of the Company and its Subsidiaries; 
 (ii)    a sale or other
disposition of at least ninety percent (90%) of the outstanding securities of the Company; 
 (iii)    a merger,
consolidation or similar transaction following which the Company is not the surviving corporation; or 

(iv)    a merger, consolidation or similar transaction following which the Company is the surviving corporation but
the Ordinary Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities,
cash or otherwise. 
 (o)    “Covered Employee” shall have the meaning provided in
Section 162(m)(3) of the Code. 
 (p)    “Director” means a member of the Board.

 (q)    “Disability” means, with respect to a Participant, the inability of such
Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. 

(r)    “Effective Date” means the effective date of this Plan, which is immediately prior
to the effective time of the merger between Horizon Pharma, Inc. and Horizon Pharma Public Limited Company pursuant to the Transaction Agreement and Plan of Merger dated March 18, 2014, provided that this Plan is approved by the stockholders of
Horizon Pharma, Inc. prior to such merger and such merger is consummated. 

(s)    “Employee” means any person employed by the Company or an Affiliate. However,
service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan. 

(t)    “Entity” means a corporation, partnership, limited liability company or other
entity. 
 (u)    “Exchange Act” means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. 
 (v)    “Exchange Act
Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person”


  
 23 








 
shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned,
directly or indirectly, by the shareholders of the Company in substantially the same proportions as their Ownership of Ordinary Shares of the Company; or (v) any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities. 
 (w)    “Fair Market Value” means, as of any date, the value of
the Ordinary Shares determined as follows: 
 (i)    If the Ordinary Shares is listed on any established stock
exchange or traded on the NASDAQ Global Market or the NASDAQ Global Select Market, the Fair Market Value of a share of Ordinary Shares, unless otherwise determined by the Board, shall be the closing sales price for such Ordinary Shares as quoted on
such exchange or market (or the exchange or market with the greatest volume of trading in the Ordinary Shares) on the day of determination, as reported in a source the Board deems reliable. 

(ii)    Unless otherwise provided by the Board, if there is no closing sales price for the Ordinary Shares on the
day of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(iii)    In the absence of such markets for the Ordinary Shares, the Fair Market Value shall be determined by the
Board in good faith and in a manner that complies with Sections 409A and 422 of the Code. 

(x)    “Horizon” means Horizon Pharma, Inc. a Delaware corporation. 

(y)    “Incentive Stock Option” means an option granted pursuant to Section 5 of the
Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code. 

(z)    “Inducement Award” means a Stock Award granted pursuant to Section 3(f) of the
Plan. 
 (aa)    “Inducement Committee” means a Committee consisting of the majority of
the Company’s independent directors or the Company’s independent compensation committee, in either case in accordance with NASDAQ Listing Rule 5635(c)(4). 

(bb)    “Non-Employee Director” means a
Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity
other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure 

  
 24 








 
would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to
Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule
16b-3. 
 (cc)    “Nonstatutory Stock Option”
means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option. 

(dd)    “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act. 
 (ee)    “Option” means an Incentive Stock Option
or a Nonstatutory Stock Option to purchase Ordinary Shares granted pursuant to the Plan. 

(ff)    “Option Agreement” means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 

(gg)    “Optionholder” means a person to whom an Option is granted pursuant to the Plan or,
if applicable, such other person who holds an outstanding Option. 
 (hh)    “Ordinary
Shares” or “Shares” means the ordinary shares in the capital of the Company with a nominal value of US$0.0001 per share. 

(ii)    “Other Stock Award” means an award based in whole or in part by reference to the
Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(d). 

(jj)    “Other Stock Award Agreement” means a written agreement
between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

(kk)    “Outside Director” means a Director who either (i) is not a current employee
of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives
compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does
not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of
Section 162(m) of the Code. 
 (ll)    “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the
“Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes
the power to vote or to direct the voting, with respect to such securities. 

(mm)    “Participant” means a person to whom an Award is granted pursuant to the Plan or,
if applicable, such other person who holds an outstanding Stock Award. 

  
 25 








 (nn)    “Performance Cash Award” means an
award of cash granted pursuant to the terms and conditions of Section 6(c)(ii). 

(oo)    “Performance Criteria” means the one or more criteria that the Board shall select
for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board:
(i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) total shareholder return; (v) return
on equity or average shareholder’s equity; (vi) return on assets, investment, or capital employed; (vii) share price; (viii) margin (including gross margin); (ix) income (before or after taxes); (x) operating income;
(xi) operating income after taxes; (xii) pre-tax profit; (xiii) operating cash flow; (xiv) sales or revenue targets; (xv) increases in revenue or product revenue; (xvi) expenses
and cost reduction goals; (xvii) improvement in or attainment of working capital levels; (xiii) economic value added (or an equivalent metric); (xix) market share; (xx) cash flow; (xxi) cash flow per share; (xxii) share
price performance; (xxiii) debt reduction; (xxiv) implementation or completion of projects or processes; (xxv) customer satisfaction; (xxvi) shareholders’ equity; (xxvii) capital expenditures; (xxiii) debt levels;
(xxix) operating profit or net operating profit; (xxx) workforce diversity; (xxxi) growth of net income or operating income; (xxxii) billings; and (xxxiii) to the extent that an Award is not intended to comply with

Section 162(m) of the Code, other measures of performance selected by the Board. 

(pp)    “Performance Goals” means, for a Performance Period, the one or more goals
established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either
absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or
(ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board shall appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance
Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated Performance Goals; (3) to
exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; and (5) to exclude the effects of any items that are ‘unusual’ in nature
or that occur ‘infrequently’ as determined under generally accepted accounting principles. 

(qq)    “Performance Period” means the period of time selected by the Board 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 Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration,
at the sole discretion of the Board. 
 (rr)    “Performance Stock Award” means a Stock
Award granted under the terms and conditions of Section 6(c)(i). 

  
 26 








 (ss)    “Personal Data” has the same meaning
as defined in the Data Protection Acts 1988 and 2003. 
 (tt)    “Plan” means this
Horizon Pharma Public Limited Company 2014 Equity Incentive Plan. 
 (uu)    “Restricted Stock
Award” means an award of Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(a). 

(vv)    “Restricted Stock Award Agreement” means a written agreement between the Company
and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

(ww)    “Restricted Stock Unit Award” means a right to receive Ordinary
Shares which is granted pursuant to the terms and conditions of Section 6(b). 

(xx)    “Restricted Stock Unit Award Agreement” means a written agreement
between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan. 

(yy)    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 

(zz)    “Securities Act” means the Securities Act of 1933, as amended. 

(aaa)    “Stock Appreciation Right” or “SAR” means a
right to receive the appreciation on Ordinary Shares that is granted pursuant to the terms and conditions of Section 5. 

(bbb)    “Stock Appreciation Right Agreement” means a written agreement between the Company
and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan. 

(ccc)    “Stock Award” means any right to receive Ordinary Shares granted under the Plan,
including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award. 

(ddd)    “Stock Award Agreement” means a written agreement between the
Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

(eee)    “Subsidiary” means, with respect to the Company, (i) any corporation of which
more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such
corporation shall have or might have voting power by 

  
 27 








 
reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the
Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%). 

(fff)    “Ten Percent Shareholder” means a person who Owns (or is deemed to Own pursuant to
Section 424(d) of the Code) shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any Affiliate. 

  
 28 








 HORIZON PHARMA PUBLIC LIMITED
COMPANY 
 2014 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement
(the “Agreement”), Horizon Pharma Public Limited Company (the “Company”) has granted you an option under its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of
the Company’s Ordinary Shares indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the
Plan. 
 The details of your option are as follows: 

1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided
that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF
SHARES AND EXERCISE PRICE. The number of Ordinary Shares subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for
Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR
NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the United States Fair Labor Standards Act of 1938, as amended (i.e., a
“Non-Exempt Employee”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other
provision of your option. 
 4. METHOD OF PAYMENT. Payment of the applicable exercise
price is due in full upon exercise of all or any part of your option. All amounts due are payable in United States dollars based, if applicable, upon the local currency to United States dollar exchange rate published in the West Coast edition of The
Wall Street Journal on the date of exercise of your option (or, if the date of exercise is not a business day in the United States, the preceding business day in the United States). You may not exercise your option, and no obligation shall arise
upon the Company to procure the issue or transfer of the Ordinary Shares, unless and until the Company and/or any Affiliate are satisfied in their absolute discretion that you have fully paid up in cash (or by check) the nominal value of each
Ordinary Share subject to the exercised portion of the option. You may elect to make payment of the remaining portion of the option exercise price by remittance for the amount payable or in any other manner permitted by your Grant
Notice, which may include one or more of the following: 
 a. Provided that at the time of exercise the Ordinary Shares are
publicly traded and quoted regularly in a source the Board deems reliable, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Ordinary Shares, results in either the receipt
of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 







 b. If this option is a Nonstatutory Stock Option, subject to the consent of the Company at
the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Ordinary Shares issuable upon exercise of your option by the largest whole number of Ordinary Shares with a Fair Market Value
that does not exceed the aggregate exercise price; provided, however, that: 
 1) the Company shall accept a cash or other
payment from you to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole Ordinary Shares to be issued; 

2) Ordinary Shares will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) Ordinary
Shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) Ordinary Shares are delivered to you as a result of such exercise, and (C) Ordinary Shares are withheld to satisfy tax
withholding obligations. 
 5. WHOLE SHARES. You may exercise your option only for whole Ordinary
Shares. 
 6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the Ordinary Shares issuable upon such exercise are then registered under the Securities Act or, if such Ordinary Shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, including, without limitation, the laws
and regulations of the United States and your country of residence, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 

7. TERM. You may not exercise your option before the commencement of its term or after its term expires. The term of
your option commences on the Date of Grant and expires upon the earliest of the following: 
 a. immediately upon the termination of
your Continuous Service for Cause; 
 b. three (3) months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided that if during any part of such three (3)-month period you may not exercise your option solely because of the condition set forth in the preceding paragraph relating to “Securities Law Compliance,”
your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; 

c. twelve (12) months after the termination of your Continuous Service due to your Disability; 







 d. eighteen (18) months after your death if you die either during your Continuous
Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; 
 e. the
Expiration Date indicated in your Grant Notice; or 
 f. the day before the tenth (10th) anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the US federal income tax advantages associated with an Incentive Stock
Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in
the event of your death or your permanent and total disability, as defined in Section 22(e)(3) of the Code. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee
that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more
than three (3) months after the date your employment with the Company or an Affiliate terminates. 
 8. EXERCISE.

 a. You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so
permits) during its term by following the option exercise instructions specified in your StockCross Financial Services brokerage account including adequate provision for payment of the option exercise price to the Company together with such
additional documents as the Company may then require. 
 b. By exercising your option you agree that, as a condition to any exercise
of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse
of any substantial risk of forfeiture to which the Ordinary Shares are subject at the time of exercise, or (3) the disposition of Ordinary Shares acquired upon such exercise. 

c. By exercising your option you agree that, as a condition to any exercise of your option, if you do not pay the nominal value of the
Ordinary Shares by cash or check, such nominal value will be automatically deducted from salary or base wages due and payable to you. 

d. If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the Ordinary Shares issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such Ordinary
Shares are transferred upon exercise of your option. 
 9. TRANSFERABILITY. Your option is not transferable, except by
will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company,








 
you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In addition, if permitted by the Company you may transfer your option to a
trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into a transfer and other agreements
required by the Company. 
 10. OPTION NOT A SERVICE
CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of
the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you
might have as a Director or Consultant for the Company or an Affiliate. 
 11. WITHHOLDING OBLIGATIONS.

 a. At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations and social security deduction obligations of the Company or an
Affiliate, if any, which arise in connection with the exercise of your option. 
 b. Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested Ordinary Shares otherwise issuable to you upon the exercise of your option a number of whole Ordinary
Shares having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax and social security contribution required to be withheld by law (or such lower amount as may be necessary to avoid
classification of your option as a liability for financial accounting purposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

c. You may not exercise your option and no obligation shall arise upon the Company to procure the issue or transfer of the Ordinary
Shares unless and until the Company and/or any Affiliate are satisfied in their absolute discretion that either (i) you have made payment, or have made arrangements satisfactory to the Company and/or any Affiliate for the payment to it of such
sum as is sufficient to meet any withholding liability to Taxation (defined below) in any jurisdiction which is or would be recoverable from you following exercise of your option and/or the issue of Ordinary Shares by the Company arising from such
exercise, and in respect of which the Company and/or any Affiliate is liable to account in any jurisdiction; or (ii) you have entered into an agreement with the Company and/or an Affiliate (in a form satisfactory to the Company or such
Affiliate) to ensure that such a payment is made by you including, without limitation, amounts in respect of any employers’ social security (or the local law equivalent thereof) or other forms of Taxation. Accordingly, you may not be able to
exercise 







 
your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such Ordinary Shares or release such Ordinary Shares from any
escrow provided for herein unless such obligations are satisfied. “Taxation” shall include all forms of taxation including employees’ and employers’ social security, income tax and any other taxes of whatever nature
in any jurisdiction together with any amount payable by an Affiliate in respect of which the Affiliate has a duty to account as a result of any laws of any jurisdiction relating to taxation. 

12. PERSONAL DATA. You understand that your employer, if applicable, the Company, and/or its Affiliates
hold certain personal information about you. This information include your name, home address, telephone number, date of birth, social security or equivalent tax identification number, salary, nationality, job title, and details of your option grant
and all Ordinary Shares subject to such grant that have been granted, cancelled, vested, unvested, or are outstanding (the “Personal Data”). 

You hereby declare your express consent to allowing your employer to transfer your Personal Data (name, home address, telephone number, date
of birth, salary, nationality, job title, and details of the option grant and all Ordinary Shares subject to such grant) outside the country in which you are employed or retained to its Affiliates, Horizon Pharma, Inc. and Horizon Pharma USA, Inc.
which are located in the United States and their parent entity, Horizon Pharma Public Limited Company (together such entities are the “Company Group”). The legal persons for whom such Personal Data are intended are: Horizon
Pharma Public Limited Company, Horizon Pharma, Inc., Horizon Pharma USA, Inc., StockCross Financial Services and any other third party entity providing option and/or Plan administration services to the Company and for the sole purpose of
facilitating the transactions contemplated by this Stock Agreement. You have the right to access and correct your Personal Data by applying to the Company representative identified on the Grant Notice (the “Representative”).
You have the right to revoke this consent at any time with future effect towards the Company Group by providing written notice to the Representative of such revocation (the “Revocation Notice”). You may also elect to exercise
your option, to the extent such option is vested, by following the option exercise instructions specified in your StockCross Financial Services brokerage account and making provision for payment of the applicable option exercise price to the Company
concurrently with your Revocation Notice, in which case your consent revocation will become effective as soon as administratively practicable following the execution of your option exercise election and the issuance of the Ordinary Shares subject to
the option to you. If you do not follow the option exercise instructions specified in your StockCross Financial Services brokerage account or provide for payment of the option exercise price along with your Revocation Notice, or to the extent your
option is unvested at the time you elect to provide a Revocation Notice, then as soon as administratively practicable following the Representative’s receipt of the Revocation Notice your consent revocation will become effective and your option
shall automatically immediately terminate and be forfeited, and you will not receive any Ordinary Shares or any other consideration in respect of such forfeited option. 

13. ADDITIONAL ACKNOWLEDGEMENTS. You hereby consent and acknowledge that: 







 a. Participation in the Plan is voluntary and therefore you must accept the terms and
conditions of the Plan and this option as a condition to participating in the Plan and receipt of this option.  
 b. The Plan
is discretionary in nature and the Company can amend, cancel, or terminate it at any time. 
 c. This option and any other options
under the Plan are voluntary and occasional and do not create any contractual or other right to receive future options or other benefits in lieu of future options, even if similar options have been granted repeatedly in the past. 

d. All determinations with respect to any such future options, including, but not limited to, the time or times when such options are
made, the number of Ordinary Shares, and performance and other conditions applied to the options, will be at the sole discretion of the Company.  

e. The value of the Ordinary Shares and this option is an extraordinary item of compensation, which is outside the scope of your
employment, service contract or consulting agreement, if any. This option shall not form part of any past, current or future entitlement to remuneration or benefits which you may have under any contract of employment with the Company nor form any
part of any such contract of employment between you and the Company.  
 f. The Ordinary Shares, this option, or any income
derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments. 

g. In the event of the involuntary termination of your Continuous Service, your eligibility to receive Ordinary Shares or payments
under the option or the Plan, if any, will terminate effective as of the date that you are no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly provided in the option. 

 h. The future value of the Ordinary Shares is unknown and cannot be predicted with certainty. You do not have, and will not
assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this option or diminution in value of the Ordinary Shares and you irrevocably release the Company, its Affiliates and, if applicable, your
employer, if different from the Company, from any such claim that may arise. 
 i. The Plan and this option set forth the
entire understanding between you, the Company and any Affiliate regarding the acquisition of the Ordinary Shares and supersedes all prior oral and written agreements pertaining to this option. 

14. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or
administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company, or any of its Officers, 







 
Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A
of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per Ordinary Share on the Date of Grant and there is no other impermissible deferral of compensation associated
with the option. 
 15. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to
receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers, directors and
other specified individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. 

16. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.
Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic
means. By accepting the Option you consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company. 
 17. MISCELLANEOUS. 

a. The rights and obligations of the Company under your option shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your option may only be assigned with the prior written consent of the Company. 

 b. You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of
the Company to carry out the purposes or intent of your option. 
 c. You acknowledge and agree that you have reviewed your
option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option. 

d. This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. 
 e. All obligations of the Company under the Plan and this Agreement
shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company. 







 18. GOVERNING PLAN DOCUMENT. Your option is
subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control. In addition, your option (and any compensation paid or shares issued under your option) is
subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise
required by applicable law. 
 19. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a
Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

20. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.
The value of the option subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any
Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

21. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by
you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such
amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you,
the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided
that any such change shall be applicable only to rights relating to that portion of the option which is then subject to restrictions as provided herein. 







 HORIZON PHARMA PUBLIC LIMITED
COMPANY 
 STOCK OPTION GRANT NOTICE 

(2014 EQUITY INCENTIVE PLAN) 

Horizon Pharma Public Limited Company (the “Company”), pursuant to its 2014 Equity Incentive Plan (the
“Plan”), hereby grants to you an option (the “Option”) to purchase the Company’s Ordinary Shares. The following specific terms of the Option can be obtained by logging on to your StockCross
brokerage account: [Optionholder, Date of Grant, Vesting Commencement Date, Number of Ordinary Shares Subject to Option, Exercise Price (Per Share), Total Exercise Price, Expiration Date, Type of Grant (Incentive Stock Option or Nonstatutory Stock
Option), Exercise Schedule, Vesting Schedule and Payment]. These specific terms are incorporated by reference into this Grant Notice. This Option is subject to all of the terms and conditions as set forth herein and in the Option Agreement and
the Plan, all of which are available on the StockCross website. 
 Additional Terms/Acknowledgements: You must electronically accept the Option by
logging into your StockCross account. If you have not set-up your StockCross brokerage account, the following information provided below will assist you in this process. Failure to do so may result in forfeiture of the Option. By electronically
accepting the Option, you acknowledge receipt of, and understand and agree to, this Stock Option Grant Notice, the Option Agreement and the Plan. You further acknowledge that as of the Date of Grant, this Stock Option Grant Notice, the Option
Agreement, and the Plan set forth the entire understanding between you and the Company regarding the acquisition of shares in the Company and supersede all prior oral and written agreements on that subject with the exception of awards previously
granted and delivered to you under the Plan. 
 STOCKCROSS FINANCIAL SERVICES BROKERAGE ACCOUNT 

Horizon currently utilizes StockCross Financial Services as our online broker. StockCross Financial Services offers an internet website for viewing option data
and for buying or selling your stock options. 
 To open your brokerage account (if you have not yet done so) 

 

	 	•	 	Go to the StockCross website at www.stockcross.com 

  

	 	•	 	Select the Green “Open an Account” menu item. 

  

	 	•	 	Under the New Account Application screen, select “Employee Stock Plan Account” button to proceed with the brokerage application. 


 

	 	•	 	If any additional documentation is needed, StockCross will contact you directly. 

  

	 	•	 	Once the account is fully processed, you will receive a welcome email from StockCross, containing your account number and other useful information. This is generally within 72 hours. 


If you have any questions or comments completing the brokerage application, please contact StockCross Corporate Services at 800-338-3965. 

Viewing your Award 
  

	 	•	 	Login to www.trading.stockcross.com using you StockCross account number and password established during registration 

  

	 	•	 	Once logged into your StockCross account, select the menu item “Employee Stock Plan.” This will bring you into another window screen which provides a summary of your equity grants. Please note that to view
this information, you will need to disable popup blockers. 

  

	 	•	 	Select “Portfolio.” This will show you all equity grants that you have been granted. 

 Accepting
your Award 
  

	 	•	 	Login to www.trading.stockcross.com using you StockCross user name and password established during registration 









	 	•	 	Once logged into your StockCross account, select the link to Employee Stock Plans under the menu item “Employee Stock Plan.” This will bring you into another window screen which provides a summary of your
equity grants. Please note that to view this information, you will need to disable popup blockers. 

  

	 	•	 	Select “My Portfolio.” This will show you all equity grants that you have been granted. 

  

	 	•	 	For your new equity grant, in the first column, click on the Orange “Accept Grant” Action Button. 

  

	 	•	 	This will take you to an electronic acceptance window. For your reference, the Equity Agreement applicable to the Award is provided. If you agree with the terms and conditions of your equity grant, Place your name in
the signature box, type your name below, and check the agreement box. Click “Accept Grant to complete the acceptance. 

 IMPORTANT
REMINDER: In order to avoid forfeiture of your Award, you must electronically accept your Award 30 days prior to your first vesting date. 

Contact Horizon Pharma plc’s Global Equity Plan Administrator Garry Devine at 224-383-3037 or email gdevine@horizonpharma.com with any
further questions regarding your awards. 







 HORIZON PHARMA PUBLIC LIMITED
COMPANY 
 2014 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Agreement”) and in consideration of your services, Horizon Pharma Public Limited Company (the “Company”) has granted you a Restricted Stock Unit Award (the “Award”) under its
2014 Equity Incentive Plan (the “Plan”) for the number of restricted stock units referenced in the Grant Notice. Capitalized terms not explicitly defined in this Agreement shall have the same meanings given to them in the
Plan or the Grant Notice, as applicable. Except as otherwise explicitly provided herein, in the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. 

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows. 

1. GRANT OF THE AWARD. This Award represents your right to be issued on a
future date the number of Ordinary Shares that is equal to the number of restricted stock units indicated in the Grant Notice (the “Stock Units”) at the Purchase Price per Ordinary Share specified in your Grant Notice. As of
the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of Stock Units subject to the Award. 

2. VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting
schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Stock Units credited to the Account that were not vested on the date of
such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in such Stock Units or the Ordinary Shares to be issued in respect of such portion of the Award. 

3. METHOD OF PAYMENT. On or before the time you receive a distribution of
the Ordinary Shares in settlement of your Stock Units, you hereby authorize the Company or any Affiliate to satisfy the payment of the Purchase Price per Ordinary Share with respect to such Ordinary Shares by withholding such payment from payroll
and any other cash amounts otherwise payable to you. If no cash amounts are otherwise payable to you by the Company and available for such deduction, you must provide timely payment of the applicable Purchase Price to the Company via cash or check
and no obligation shall arise upon the Company to procure the issue or transfer of the Ordinary Shares unless and until the Company and/or any Affiliate are satisfied in their absolute discretion that you have satisfied such payment requirement. All
amounts due are payable in United States dollars based, if applicable, upon the local currency to United States dollar exchange rate published in the West Coast edition of The Wall Street Journal on the applicable payment date (or, if such date is
not a business day in the United States, the preceding business day in the United States). 

  
 1. 








 4. NUMBER OF STOCK UNITS,
ORDINARY SHARES AND PURCHASE PRICE. 
 a. The number
of Stock Units subject to your Award and the Purchase Price per Ordinary Share may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Furthermore, the Purchase Price per Ordinary Share will be automatically
adjusted from time to time, as applicable, such that it shall at all times be equal to the nominal value per Ordinary Share as then in effect. In no event will the Purchase Price per Ordinary Share be less than the nominal value per Ordinary Share.

 b. Any additional Stock Units that become subject to the Award pursuant to this Section 4, if any, shall be subject, in a
manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Stock Units covered by your Award. 

c. Notwithstanding the provisions of this Section 4, no fractional shares or rights for fractional Ordinary Shares shall be
created pursuant to this Section 4. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments referred to in this Section 4. 

5. SECURITIES LAW COMPLIANCE. You may not be issued any shares in respect of your Award
unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other
applicable laws and regulations governing the Award, including, without limitation, the laws and regulations of the United States and your country of residence, and you will not receive such shares if the Company determines that such receipt would
not be in material compliance with such laws and regulations. 
 6. TRANSFER RESTRICTIONS. Your Award
is not transferable, except by will or by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any
interest in any of the Ordinary Shares subject to the Award until the shares are issued to you in accordance with Section 7 of this Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or
otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, any applicable Company policies (including, but not limited to, insider trading and window period policies) and applicable
securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any
distribution of Ordinary Shares to which you were entitled at the time of your death pursuant to this Agreement. 
 7.
DATE OF ISSUANCE. 
 a. To the extent the Award is exempt from application of
Section 409A of the Code and any state law of similar effect (collectively “Section 409A”), the Company will deliver to you a number of Ordinary Shares equal to the number of vested Stock Units subject to
your Award, including any additional Stock Units received pursuant to Section 4 above that relate to those vested Stock Units, on the applicable vesting date(s). However, if a scheduled 

  
 2. 








 
delivery date falls on a date that is not a business day, such delivery date shall instead fall on the next following business day. Notwithstanding the foregoing, in the event that (i) any
shares covered by your Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur: (A) during an open “window period” applicable to you under the Company’s policy
permitting officers, directors and other designated individuals to sell shares only during certain “window” periods, in effect from time to time (the “Policy”), (B) on a day on which you are permitted to sell
Ordinary Shares pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or (C) on a date when you are otherwise permitted to sell Ordinary Shares
on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution or withholding from other compensation otherwise payable to you by the Company, then such shares shall
not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to you pursuant to such Policy (regardless of whether you are still
providing continuous services at such time) or the next business day when you are not prohibited from selling Ordinary Shares in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar
year following the calendar year in which the shares covered by the Award vest. Delivery of the shares pursuant to the provisions of this Section 7(a) is intended to comply with the requirements for the short-term deferral exemption available
under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined
by the Company. 
 b. The provisions of Appendix A to this Agreement will apply to the extent the Award is subject to, and not exempt
from, application of Section 409A (a “Non-Exempt Award”). 
 8. DIVIDENDS. You shall
receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not
apply with respect to any Ordinary Shares that are delivered to you in connection with your Award after such shares have been delivered to you. 

9. RESTRICTIVE LEGENDS. The shares issued in respect of your Award shall be endorsed with appropriate
legends determined by the Company. 
 10. AWARD NOT A SERVICE
CONTRACT.  
 a. Your Continuous Service with the Company or an Affiliate is not for any specified term and
may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Award pursuant to the
schedule set forth in the Grant Notice or the issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: (i) confer upon you any
right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future
compensation or any other 

  
 3. 








 
term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of
this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have. 

b. By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the vesting schedule
provided in the Grant Notice is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the
right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree
that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the
termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair
dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with
your right or the Company’s right to terminate your Continuous Service at any time, with or without cause and with or without notice. 

11. WITHHOLDING OBLIGATIONS. 

a. On or before the time you receive a distribution of the shares subject to your Award, or at any time thereafter as requested by the
Company, you hereby authorize any required withholding from the Ordinary Shares issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes
obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment,
(iii) permitting or requiring you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect
to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes
directly to the Company and/or its Affiliates; or (iv) withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date Ordinary Shares are
issued to pursuant to Section 7) equal to the amount of such Withholding Taxes; provided, however, that the number of such Ordinary Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding
obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further, that to the extent necessary to qualify
for an exemption from application of Section 16(b) of the Exchange Act, such share withholding procedure shall be subject to the express prior approval of the Company’s Compensation Committee. 

  
 4. 








 b. Unless the tax withholding obligations of the Company and/or any Affiliate are
satisfied, the Company shall have no obligation to deliver to you any Ordinary Shares pursuant to this Award. 
 c. No obligation
shall arise upon the Company to procure the issue or transfer of the Ordinary Shares unless and until the Company and/or any Affiliate are satisfied in their absolute discretion that either (i) you have made payment, or have made arrangements
satisfactory to the Company and/or any Affiliate for the payment to it of such sum as is sufficient to meet any withholding liability to Taxation (defined below) in any jurisdiction which is or would be recoverable from you in connection with the
vesting or the Award or the issuance of Ordinary Shares by the Company in settlement of the Award, and in respect of which the Company and/or any Affiliate is liable to account in any jurisdiction; or (ii) you have entered into an agreement
with the Company and/or an Affiliate (in a form satisfactory to the Company or such Affiliate) to ensure that such a payment is made by you including, without limitation, amounts in respect of any employers’ social security (or the local law
equivalent thereof) or other forms of Taxation. Accordingly, the Company shall have no obligation to issue a certificate for such Ordinary Shares or release such Ordinary Shares from any escrow provided for herein unless such obligations are
satisfied. “Taxation” shall include all forms of taxation including employees’ and employers’ social security, income tax and any other taxes of whatever nature in any jurisdiction together with any amount payable
by an Affiliate in respect of which the Affiliate has a duty to account as a result of any laws of any jurisdiction relating to taxation. 

12. PERSONAL DATA. You understand that your employer, if applicable, the Company, and/or its Affiliates
hold certain personal information about you. This information include your name, home address, telephone number, date of birth, social security or equivalent tax identification number, salary, nationality, job title, and details of your Award and
all Ordinary Shares subject to your Award that have been granted, cancelled, vested, unvested, or are outstanding (the “Personal Data”). 

You hereby declare your express consent to allowing your employer to transfer your Personal Data (name, home address, telephone number, date
of birth, salary, nationality, job title, and details of the Award and all Ordinary Shares subject to such grant) outside the country in which you are employed or retained to its Affiliates, Horizon Pharma, Inc. and Horizon Pharma USA, Inc. which
are located in the United States and their parent entity, Horizon Pharma Public Limited Company (together such entities are the “Company Group”). The legal persons for whom such Personal Data are intended are: Horizon Pharma
Public Limited Company, Horizon Pharma, Inc., Horizon Pharma USA, Inc., StockCross Financial Services and any other third party entity providing equity award and/or Plan administration services to the Company and for the sole purpose of facilitating
the transactions contemplated by this Agreement. You have the right to access and correct your Personal Data by applying to the Company representative identified on the Grant Notice (the “Representative”). You have the right
to revoke this consent at any time with future effect towards the Company Group by providing written notice to the Representative of such revocation (the “Revocation Notice”) and as soon as administratively practicable
following the Representative’s receipt of the Revocation Notice your consent revocation will become effective and your Award shall automatically immediately terminate and be forfeited, and you will not receive any Ordinary Shares or any other
consideration in respect of such forfeited Award. 

  
 5. 








 13. ADDITIONAL ACKNOWLEDGEMENTS. You
hereby consent and acknowledge that: 
 a. Participation in the Plan is voluntary and therefore you must accept the terms and
conditions of the Plan and this Award as a condition to participating in the Plan and receipt of the Award.  
 b. The Plan is
discretionary in nature and the Company can amend, cancel, or terminate it at any time. 
 c. This Award and any other equity awards
granted under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. 

d. All determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are
granted, the number of Ordinary Shares, and performance and other conditions applied to the awards, will be at the sole discretion of the Company.  

e. The value of the Ordinary Shares and this Award is an extraordinary item of compensation, which is outside the scope of your
employment, service contract or consulting agreement, if any. This Award shall not form part of any past, current or future entitlement to remuneration or benefits which you may have under any contract of employment with the Company nor form any
part of any such contract of employment between you and the Company.  
 f. The Ordinary Shares, this Award, or any income
derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments. 

g. In the event of the involuntary termination of your Continuous Service, your eligibility to receive Ordinary Shares or payments
under the Award or the Plan, if any, will terminate effective as of the date that you are no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly provided in the Agreement. 

 h. The future value of the Ordinary Shares is unknown and cannot be predicted with certainty. You do not have, and will not
assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this award or diminution in value of the Ordinary Shares and you irrevocably release the Company, its Affiliates and, if applicable, your
employer, if different from the Company, from any such claim that may arise. 

  
 6. 








 i. The Plan and this Agreement set forth the entire understanding between you, the Company
and any Affiliate regarding the acquisition of the Ordinary Shares and supersedes all prior oral and written agreements pertaining to this Award. 

14. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be
considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a shareholder of the Company with respect to the
shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 7 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company. Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

15. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document
providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers, directors and other specified
individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. 

16. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing (including electronically) and
shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.
Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic
means. By accepting this Award you consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company. 
 17. MISCELLANEOUS. 

a. The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company. 

b. You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of your Award. 
 c. You acknowledge and agree that you have reviewed your Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award. 

  
 7. 








 d. This Agreement shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as may be required. 
 e. All obligations of the
Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company. 
 18. GOVERNING PLAN DOCUMENT. Your
Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control. In addition, your Award (and any compensation
paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any
compensation recovery policy otherwise required by applicable law. 
 19. SEVERABILITY. If all or any part of this
Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of
this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid. 
 20. EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored
by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

21. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by
you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such
amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you,
the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided
that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. 

  
 8. 








 22. NO OBLIGATION TO MINIMIZE
TAXES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised
to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. 

  
 9. 








 Appendix A 

The provisions set forth on this Appendix A shall apply to the extent the Award is a Non-Exempt Award and shall supersede any provisions to the contrary set
forth in the Plan or in any other section of the Agreement to which this Appendix A is attached. 
 1.
The provisions of this Section 1 are intended to apply to the extent your Award is a Non-Exempt Award because of the terms of a severance arrangement or other agreement between you and the Company, if any, that provide for
acceleration of vesting of your Award and issuance of the shares in respect of the Award upon your termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any
alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations
Section 1.409A-1(b)(4) or 1.409A-1(b)(9) (“Non-Exempt Severance Arrangement”). To the extent your Award is a Non-Exempt Award due to application of a Non-Exempt Severance Arrangement, the following provisions in this
Section 1 of Appendix A shall supersede anything to the contrary in Section 6(a) of the Award Agreement.  

a. If your Award vests in the ordinary course during your Continuous Service in accordance with the vesting schedule set forth in the
Grant Notice, without accelerating vesting under the terms of a Non-Exempt Severance Arrangement, in no event will the shares be issued in respect of your Award any later than the later of: (i) December 31st of the calendar year that includes the applicable vesting date and (ii) the 60th day that follows the applicable vesting date. 

b. If vesting of your Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from
Service, and such vesting acceleration provisions were in effect as of the date of grant of your Award and, therefore, are part of the terms of your Award as of the date of grant, then the shares will be earlier issued in respect of your Award upon
your Separation from Service in accordance with the terms of the Non-Exempt Severance Arrangement, but in no event later than the 60th day that follows the date of your Separation from Service.
However, if at the time the shares would otherwise be issued you are subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such
shares shall not be issued before the date that is six (6) months following the date of your Separation from Service, or, if earlier, the date of your death that occurs within such six month period. 

c. If vesting of your Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from
Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Award and, therefore, are not a part of the terms of your Award on the date of grant, then such acceleration of vesting of your Award shall not
accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in the Grant Notice as if they had vested in the ordinary course during your Continuous Service, notwithstanding the vesting
acceleration of the Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4). 

  
 10. 








 2. Permitted Treatment of Non-Exempt Awards Upon a Corporate Transaction for Employees and
Consultants. The provisions in this Section 2 shall apply and shall supersede anything to the contrary that may be set forth in the Plan with respect to the permitted treatment of your Non-Exempt Award in connection with a Corporate
Transaction if you were either an Employee or Consultant upon the applicable date of grant of your Non-Exempt Award. 
 a.
Vested Non-Exempt Awards: To the extent your Non-Exempt Award has vested in accordance with its terms upon or prior to the date of a Corporate Transaction (such portion of your Non-Exempt Award is a “Vested Non-Exempt
Award”), then the following provisions shall apply. 
 1) If the Corporate Transaction is also a change
in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as described in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (a
“409A Change of Control”), then the surviving or acquiring corporation (or its parent company) (the “Acquiring Entity”) may not assume, continue or substitute your Vested
Non-Exempt Award. Upon the 409A Change of Control the settlement of your Vested Non-Exempt Award will automatically be accelerated and the shares will be immediately issued in respect of your Vested Non-Exempt Award. Alternatively, the Company may
instead provide that you will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to you upon the 409A Change of Control. 

2) If the Corporate Transaction is not also a 409A Change of Control, then the Acquiring Entity must either assume, continue or
substitute your Vested Non-Exempt Award. The shares to be issued in respect of your Vested Non-Exempt Award shall be issued to you by the Acquiring Entity on the same schedule that the shares would have been issued to you if the Corporate
Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that
would otherwise be issued to you on such issuance dates, with the determination of the Fair Market Value of the shares made on the date of the Corporate Transaction. 

b. Unvested Non-Exempt Awards. To the extent your Non-Exempt Award has not vested in accordance with its terms upon or prior to
the date of any Corporate Transaction, (such portion of your Non-Exempt Award is an “Unvested Non-Exempt Award”), then the following provisions shall apply. 

1) If the Acquiring Entity will not assume, substitute or continue your Unvested Non-Exempt Award, then such Award shall automatically
terminate and be forfeited upon the Corporate Transaction with no consideration payable to you in respect of your forfeited Unvested Non-Exempt Award. Notwithstanding the foregoing, to the extent permitted and in compliance with the requirements of
Section 409A, the Company may in its discretion determine to elect to accelerate the vesting and settlement of the Unvested Non-Exempt Award upon the Corporate Transaction, or instead substitute a cash payment equal to the Fair Market Value of
such shares that would otherwise be issued to you, as further provided in Section 4(b) below. In the absence of such discretionary election by the Company, your Unvested Non-Exempt Award shall be forfeited without payment of any consideration
to you if the Acquiring Entity will not assume, substitute or continue your Unvested Non-Exempt Award in connection with the Corporate Transaction. 

  
 11. 








 2) The foregoing treatment shall apply with respect to all Unvested Non-Exempt Awards
upon any Corporate Transaction, and regardless of whether or not such Corporate Transaction is also a 409A Change of Control. 

3. Permitted Treatment of Non-Exempt Awards Upon a Corporate Transaction for Non-Employee Directors. If you were a Director but
not an Employee on the applicable grant date of your Non-Exempt Award and (“Non-Exempt Director Award”), the following provisions shall apply and shall supersede anything to the contrary that may be set forth in
the Plan with respect to the permitted treatment of your Non-Exempt Director Award in connection with a Corporate Transaction.  

a. If the Corporate Transaction is also a 409A Change of Control then the Acquiring Entity may not assume, continue or substitute your
Non-Exempt Director Award. Upon the 409A Change of Control the vesting and settlement of your Non-Exempt Director Award will automatically be accelerated and the shares will be immediately issued to you in respect of the Non-Exempt Director Award.
Alternatively, the Company may provide that you will instead receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to you upon the 409A Change of Control pursuant to the preceding provision.

 b. If the Corporate Transaction is not also a 409A Change of Control, then the Acquiring Entity must either assume, continue
or substitute your Non-Exempt Director Award. Unless otherwise determined by the Board, your Non-Exempt Director Award will remain subject to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate
Transaction. The shares to be issued in respect of your Non-Exempt Director Award shall be issued to your by the Acquiring Entity on the same schedule that the shares would have been issued to you if the Corporate Transaction had not occurred. In
the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to you
on such issuance dates, with the determination of Fair Market Value made on the date of the Corporate Transaction. 
 4.
General Superseding Provisions. The provisions in this Section 4 shall apply and supersede anything to the contrary that may be set forth in the Plan, the Grant Notice or in any other section of the Agreement with respect to the
permitted treatment of your Non-Exempt Award: 
 a. Any exercise by the Board of discretion to accelerate the vesting of your
Non-Exempt Award shall not result in any acceleration of the scheduled issuance dates for the shares in respect of the Non-Exempt Award unless earlier issuance of the shares upon the applicable vesting dates would be in compliance with the
requirements of Section 409A. 
 b. The Company explicitly reserves the right to earlier settle your Non-Exempt Award to the
extent permitted and in compliance with the requirements of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix). 

  
 12. 








 c. To the extent the terms of your Non-Exempt Award provide that it will be settled upon a
Change in Control or Corporate Transaction, to the extent it is required for compliance with the requirements of Section 409A, the Change in Control or Corporate Transaction event triggering settlement must also constitute a 409A Change of
Control. To the extent the terms of your Non-Exempt Award provides that it will be settled upon a termination of employment or termination of Continuous Service, to the extent it is required for compliance with the requirements of Section 409A,
the termination event triggering settlement must also constitute a Separation From Service. However, if at the time the shares would otherwise be issued to you in connection with your “separation from service” you are subject to the
distribution limitations contained in Section 409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six (6) months following the
date of your Separation From Service, or, if earlier, the date of your death that occurs within such six month period. 
 5.
Section 409A Compliance. The provisions in this Agreement for delivery of the shares in respect of the Non-Exempt Award are intended to comply with the requirements of Section 409A so that the delivery of the shares to you in
respect of your Non-Exempt Award will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted. 

  
 13. 








 [Form for Section 16 Executive Officers] 

HORIZON PHARMA PUBLIC LIMITED COMPANY 

2014 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Agreement”) and in consideration of your services, Horizon Pharma Public Limited Company (the “Company”) has granted you a Restricted Stock Unit Award (the “Award”) under its
2014 Equity Incentive Plan (the “Plan”) for the number of restricted stock units referenced in the Grant Notice. Capitalized terms not explicitly defined in this Agreement shall have the same meanings given to them in the
Plan or the Grant Notice, as applicable. Except as otherwise explicitly provided herein, in the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. 

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows. 

1.    GRANT OF THE AWARD. This Award represents
your right to be issued on a future date the number of Ordinary Shares that is equal to the number of restricted stock units indicated in the Grant Notice (the “Stock Units”) at the Purchase Price per Ordinary Share specified
in your Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of Stock Units subject to the Award. 

2.    VESTING. Subject to the limitations contained herein, your
Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Stock Units
credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in such Stock Units or the Ordinary Shares to be issued in respect of such
portion of the Award. 
 3.    METHOD OF
PAYMENT. On or before the time you receive a distribution of the Ordinary Shares in settlement of your Stock Units, you hereby authorize the Company or any Affiliate to satisfy the payment of the Purchase Price per
Ordinary Share with respect to such Ordinary Shares by withholding such payment from payroll and any other cash amounts otherwise payable to you. If no cash amounts are otherwise payable to you by the Company and available for such deduction, you
must provide timely payment of the applicable Purchase Price to the Company via cash or check and no obligation shall arise upon the Company to procure the issue or transfer of the Ordinary Shares unless and until the Company and/or any Affiliate
are satisfied in their absolute discretion that you have satisfied such payment requirement. All amounts due are payable in United States dollars based, if applicable, upon the local currency to United States dollar exchange rate published in the
West Coast edition of The Wall Street Journal on the applicable payment date (or, if such date is not a business day in the United States, the preceding business day in the United States). 

  
 1. 









 [Form for Section 16 Executive Officers] 

 

 4.    NUMBER OF STOCK
UNITS, ORDINARY SHARES AND PURCHASE PRICE. 

(a)    The number of Stock Units subject to your Award and the Purchase Price per Ordinary Share may be adjusted
from time to time for Capitalization Adjustments, as provided in the Plan. Furthermore, the Purchase Price per Ordinary Share will be automatically adjusted from time to time, as applicable, such that it shall at all times be equal to the nominal
value per Ordinary Share as then in effect. In no event will the Purchase Price per Ordinary Share be less than the nominal value per Ordinary Share. 

(b)    Any additional Stock Units that become subject to the Award pursuant to this Section 4, if any, shall
be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Stock Units covered by your Award. 

(c)    Notwithstanding the provisions of this Section 4, no fractional shares or rights for fractional
Ordinary Shares shall be created pursuant to this Section 4. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments referred to in this
Section 4. 
 5.    SECURITIES LAW
COMPLIANCE. You may not be issued any shares in respect of your Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such
issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, including, without limitation, the laws and regulations of the United
States and your country of residence, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. 

6.    TRANSFER RESTRICTIONS. 

(a)    Your Award is not transferable, except by will or by the laws of descent and distribution. In addition to any
other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the Ordinary Shares subject to the Award until the shares are issued to you in
accordance with Section 7 of this Agreement, subject to the additional restrictions set forth in Section 6(b) below. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Ordinary Shares to which you were entitled at the time of your death pursuant to this Agreement. 

(b)    Any Ordinary Shares issued to you in settlement of the Award may not be transferred, sold or otherwise
disposed of by you within the one (1) year period that commences on the date the shares are issued to you (the “Holding Period”); provided that nothing in this Section 6(b) shall prohibit the disposition of Ordinary
Shares in connection with a Change in Control or the withholding of shares that would otherwise be issued pursuant to the Award in satisfaction of applicable withholding taxes. After the Holding Period has expired, you are free to assign,
hypothecate, donate, encumber or otherwise dispose of any interest in such issued Ordinary Shares provided that any such actions are in compliance with the provisions herein, any applicable Company policies (including, but not limited to, insider
trading and window period policies) and applicable securities laws. 

  
 2. 









 [Form for Section 16 Executive Officers] 

 

 7.    DATE OF ISSUANCE.

 (a)    To the extent the Award is exempt from application of Section 409A of the Code and any state
law of similar effect (collectively “Section 409A”), the Company will deliver to you a number of Ordinary Shares equal to the number of vested Stock Units subject to your Award, including any
additional Stock Units received pursuant to Section 4 above that relate to those vested Stock Units, on the applicable vesting date(s). However, if a scheduled delivery date falls on a date that is not a business day, such delivery date shall
instead fall on the next following business day. Delivery of the shares pursuant to the provisions of this Section 7(a) is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be
determined by the Company. 
 (b)    The provisions of Appendix A to this Agreement will apply to the extent the
Award is subject to, and not exempt from, application of Section 409A (a “Non-Exempt Award”). 

8.    DIVIDENDS.    You shall receive no benefit or adjustment to
your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any Ordinary
Shares that are delivered to you in connection with your Award after such shares have been delivered to you. 

9.    RESTRICTIVE LEGENDS. The shares issued in respect of your Award shall be
endorsed with appropriate legends determined by the Company. 
 10.    AWARD NOT
A SERVICE CONTRACT. 
 (a)    Your Continuous Service with the
Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not
limited to, the vesting of your Award pursuant to the schedule set forth in the Grant Notice or the issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this
Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or
nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has
specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have. 

  
 3. 









 [Form for Section 16 Executive Officers] 

 

 (b)    By accepting this Award, you acknowledge and agree that the
right to continue vesting in the Award pursuant to the vesting schedule provided in the Grant Notice is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted
this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time,
as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your
employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions
contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or
consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your Continuous Service at any time, with or without cause and with or without notice.

 11.    WITHHOLDING OBLIGATIONS. 

(a)    On or before the time you receive a distribution of the shares subject to your Award, or at any time
thereafter as requested by the Company, you hereby authorize any required withholding from the Ordinary Shares issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or any Affiliate which arise in connection with your Award, as calculated based upon the maximum permitted withholding rate (the “Withholding Taxes”). Additionally, unless
you satisfy the requirements set forth in Section 11(b) the Company will satisfy the Withholding Taxes obligation relating to your Award by withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to you in connection
with the Award with a Fair Market Value (measured as of the date Ordinary Shares are issued to pursuant to Section 7) equal to the amount of such Withholding Taxes; provided, however, that the number of such Ordinary Shares so withheld shall
not exceed the amount necessary to satisfy the Company’s tax withholding obligations as calculated using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes (the “Share
Withholding Procedure”). Any adverse consequences to you arising in connection with such Share Withholding Procedure shall be your sole responsibility. 

(b)    Unless you timely provide Horizon with each of the following, a Share Withholding Procedure will be
automatically applied to your Award: 
 (i)    Written notice at least 10 days prior to the vesting date that
you intend to pay the Withholding Taxes via a cash or check payment, and 
 (ii)    Cash or check payment of the
total amount of the Withholding Taxes by the vesting date. 
 If the Share Withholding Procedure is applied to your Award then on the Vesting Date Horizon
will automatically reduce the number of shares issuable pursuant to your Award by the maximum number of whole Horizon shares with a fair market value that at such time does not exceed the Withholding Taxes, and you will be issued only the net
remaining number of Horizon 

  
 4. 









 [Form for Section 16 Executive Officers] 

 

 
shares. Any remaining portion of the Withholding Taxes that is less than the fair market value of one Horizon share will be withheld from other payroll compensation otherwise payable to you. In
determining the fair market value of Horizon’s shares for such purposes, the closing price of Horizon’s shares on the Vesting Date will apply. 

(c)    Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall
have no obligation to deliver to you any Ordinary Shares pursuant to this Award. 
 (d)    No obligation shall
arise upon the Company to procure the issue or transfer of the Ordinary Shares unless and until the Company and/or any Affiliate are satisfied in their absolute discretion that either (i) you have made payment, or have made arrangements
satisfactory to the Company and/or any Affiliate for the payment to it of such sum as is sufficient to meet any withholding liability to Taxation (defined below) in any jurisdiction which is or would be recoverable from you in connection with the
vesting or the Award or the issuance of Ordinary Shares by the Company in settlement of the Award, and in respect of which the Company and/or any Affiliate is liable to account in any jurisdiction; or (ii) you have entered into an agreement
with the Company and/or an Affiliate (in a form satisfactory to the Company or such Affiliate) to ensure that such a payment is made by you including, without limitation, amounts in respect of any employers’ social security (or the local law
equivalent thereof) or other forms of Taxation. Accordingly, the Company shall have no obligation to issue a certificate for such Ordinary Shares or release such Ordinary Shares from any escrow provided for herein unless such obligations are
satisfied. “Taxation” shall include all forms of taxation including employees’ and employers’ social security, income tax and any other taxes of whatever nature in any jurisdiction together with any amount payable
by an Affiliate in respect of which the Affiliate has a duty to account as a result of any laws of any jurisdiction relating to taxation. 

12.    PERSONAL DATA. You understand that your employer, if applicable, the
Company, and/or its Affiliates hold certain personal information about you. This information include your name, home address, telephone number, date of birth, social security or equivalent tax identification number, salary, nationality, job title,
and details of your Award and all Ordinary Shares subject to your Award that have been granted, cancelled, vested, unvested, or are outstanding (the “Personal Data”). 

You hereby declare your express consent to allowing your employer to transfer your Personal Data (name, home address, telephone number, date
of birth, salary, nationality, job title, and details of the Award and all Ordinary Shares subject to such grant) outside the country in which you are employed or retained to its Affiliates, Horizon Pharma, Inc. and Horizon Pharma USA, Inc. which
are located in the United States and their parent entity, Horizon Pharma Public Limited Company (together such entities are the “Company Group”). The legal persons for whom such Personal Data are intended are: Horizon Pharma
Public Limited Company, Horizon Pharma, Inc., Horizon Pharma USA, Inc., StockCross Financial Services and any other third party entity providing equity award and/or Plan administration services to the Company and for the sole purpose of facilitating
the transactions contemplated by this Agreement. You have the right to access and correct your Personal Data by applying to the Company representative identified on the Grant Notice (the “Representative”). You have the right
to revoke this consent at any time with future effect towards the Company Group by providing written notice to the 

  
 5. 









 [Form for Section 16 Executive Officers] 

 

 
Representative of such revocation (the “Revocation Notice”) and as soon as administratively practicable following the Representative’s receipt of the Revocation
Notice your consent revocation will become effective and your Award shall automatically immediately terminate and be forfeited, and you will not receive any Ordinary Shares or any other consideration in respect of such forfeited Award. 

13.    ADDITIONAL ACKNOWLEDGEMENTS. You hereby consent and
acknowledge that: 
 (a)    Participation in the Plan is voluntary and therefore you must accept the terms and
conditions of the Plan and this Award as a condition to participating in the Plan and receipt of the Award. 

(b)    The Plan is discretionary in nature and the Company can amend, cancel, or terminate it at any time. 

(c)    This Award and any other equity awards granted under the Plan are voluntary and occasional and do not create
any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. 

(d)    All determinations with respect to any such future awards, including, but not limited to, the time or times
when such awards are granted, the number of Ordinary Shares, and performance and other conditions applied to the awards, will be at the sole discretion of the Company. 

(e)    The value of the Ordinary Shares and this Award is an extraordinary item of compensation, which is outside
the scope of your employment, service contract or consulting agreement, if any. This Award shall not form part of any past, current or future entitlement to remuneration or benefits which you may have under any contract of employment with the
Company nor form any part of any such contract of employment between you and the Company. 
 (f)    The Ordinary
Shares, this Award, or any income derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating
any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments. 

(g)    In the event of the involuntary termination of your Continuous Service, your eligibility to receive Ordinary
Shares or payments under the Award or the Plan, if any, will terminate effective as of the date that you are no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly provided in
the Agreement. 
 (h)    The future value of the Ordinary Shares is unknown and cannot be predicted with
certainty. You do not have, and will not assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this award or diminution in value of the Ordinary Shares and you irrevocably release the Company, its
Affiliates and, if applicable, your employer, if different from the Company, from any such claim that may arise. 

  
 6. 









 [Form for Section 16 Executive Officers] 

 

 (i)    The Plan and this Agreement set forth the entire
understanding between you, the Company and any Affiliate regarding the acquisition of the Ordinary Shares and supersedes all prior oral and written agreements pertaining to this Award. 

14.    UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a shareholder of the
Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 7 of this Agreement.    Upon such issuance, you will obtain full voting and other rights as a
shareholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 15.    OTHER DOCUMENTS. You hereby acknowledge receipt or
the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers,
directors and other specified individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. 

16.    NOTICES. Any notices provided for in your Award or the
Plan shall be given in writing (including electronically) and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to
request your consent to participate in the Plan by electronic means. By accepting this Award you consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

17.    MISCELLANEOUS. 

(a)    The rights and obligations of the Company under your Award shall be transferable to any one or more persons
or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent
of the Company. 
 (b)    You agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or intent of your Award. 

  
 7. 









 [Form for Section 16 Executive Officers] 

 

 (c)    You acknowledge and agree that you have reviewed your Award
in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award. 

(d)    This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. 
 (e)    All obligations of the
Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company. 
 18.    GOVERNING PLAN
DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the
Plan shall control. 
 19.    CLAWBACK/RECOUPMENT. Your Award (and any
compensation paid or shares issued under your Award) is subject to recoupment or recovery by the Company in accordance with the terms of: (i) the Company’s Incentive Compensation Recoupment Policy, (ii) The Dodd–Frank Wall Street
Reform and Consumer Protection Act and any implementing regulations thereunder, and (iii) any compensation recovery policy otherwise required by applicable law or listing requirements, in each case to the extent applicable. 

20.    SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a
Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 

21.    EFFECT ON OTHER EMPLOYEE
BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan
sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans. 

22.    AMENDMENT. This Agreement may not be modified, amended or terminated except by an
instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement,
so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the 

  
 8. 









 [Form for Section 16 Executive Officers] 

 

 
foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant
as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to
restrictions as provided herein. 
 23.    NO OBLIGATION TO
MINIMIZE TAXES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with
this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by accepting this Award, you have agreed that you have done so or knowingly and voluntarily
declined to do so. 

  
 9. 









 [Form for Section 16 Executive Officers] 

 

 Appendix A 

The provisions set forth on this Appendix A shall apply to the extent the Award is a Non-Exempt Award and shall
supersede any provisions to the contrary set forth in the Plan or in any other section of the Agreement to which this Appendix A is attached. 

1.    The provisions of this Section 1 are intended to apply to the extent your Award is a Non-Exempt Award because of the terms of a severance arrangement or other agreement between you and the Company, if any, that provide for acceleration of vesting of your Award and issuance of the shares in respect
of the Award upon your termination of employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from
Service”) and such severance benefit does not satisfy the requirements for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4) or 1.409A-1(b)(9) (“Non-Exempt Severance Arrangement”). To the extent your Award is a Non-Exempt Award due to
application of a Non-Exempt Severance Arrangement, the following provisions in this Section 1 of Appendix A shall supersede anything to the contrary in Section 6(a) of the Award Agreement. 

(a)    If your Award vests in the ordinary course during your Continuous Service in accordance with the vesting
schedule set forth in the Grant Notice, without accelerating vesting under the terms of a Non-Exempt Severance Arrangement, in no event will the shares be issued in respect of your Award any later than the
later of: (i) December 31st of the calendar year that includes the applicable vesting date and (ii) the 60th day that follows the
applicable vesting date. 
 (b)    If vesting of your Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with your Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of your Award and, therefore, are part of the terms
of your Award as of the date of grant, then the shares will be earlier issued in respect of your Award upon your Separation from Service in accordance with the terms of the Non-Exempt Severance Arrangement,
but in no event later than the 60th day that follows the date of your Separation from Service. However, if at the time the shares would otherwise be issued you are subject to the distribution
limitations contained in Section 409A applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six (6) months following the date of your
Separation from Service, or, if earlier, the date of your death that occurs within such six month period. 

(c)    If vesting of your Award accelerates under the terms of a Non-Exempt
Severance Arrangement in connection with your Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Award and, therefore, are not a part of the terms of your Award on the date of grant,
then such acceleration of vesting of your Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in the Grant Notice as if they had vested in the ordinary course during
your Continuous Service, notwithstanding the vesting acceleration of the Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section 1.409A-3(a)(4). 

  
 10. 









 [Form for Section 16 Executive Officers] 

 

 2.    Permitted Treatment of
Non-Exempt Awards Upon a Corporate Transaction for Employees and Consultants. The provisions in this Section 2 shall apply and shall supersede anything to the contrary that may be set forth in the
Plan with respect to the permitted treatment of your Non-Exempt Award in connection with a Corporate Transaction if you were either an Employee or Consultant upon the applicable date of grant of your Non-Exempt Award. 
 (a)    Vested
Non-Exempt Awards: To the extent your Non-Exempt Award has vested in accordance with its terms upon or prior to the date of a Corporate Transaction (such portion
of your Non-Exempt Award is a “Vested Non-Exempt Award”), then the following provisions shall apply. 

(i)    If the Corporate Transaction is also a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the Company’s assets, as described in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (a “409A Change of
Control”), then the surviving or acquiring corporation (or its parent company) (the “Acquiring Entity”) may not assume, continue or substitute your Vested Non-Exempt Award.
Upon the 409A Change of Control the settlement of your Vested Non-Exempt Award will automatically be accelerated and the shares will be immediately issued in respect of your Vested Non-Exempt Award. Alternatively, the Company may instead provide that you will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to you upon the 409A Change of
Control. 
 (ii)    If the Corporate Transaction is not also a 409A Change of Control, then the Acquiring Entity
must either assume, continue or substitute your Vested Non-Exempt Award. The shares to be issued in respect of your Vested Non-Exempt Award shall be issued to you by the
Acquiring Entity on the same schedule that the shares would have been issued to you if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead
substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to you on such issuance dates, with the determination of the Fair Market Value of the shares made on the date of
the Corporate Transaction. 
 (b)    Unvested Non-Exempt
Awards. To the extent your Non-Exempt Award has not vested in accordance with its terms upon or prior to the date of any Corporate Transaction, (such portion of your
Non-Exempt Award is an “Unvested Non-Exempt Award”), then the following provisions shall apply. 

(i)    If the Acquiring Entity will not assume, substitute or continue your Unvested Non-Exempt Award, then such Award shall automatically terminate and be forfeited upon the Corporate Transaction with no consideration payable to you in respect of your forfeited Unvested Non-Exempt Award. Notwithstanding the foregoing, to the extent permitted and in compliance with the requirements of Section 409A, the Company may in its discretion determine to elect to accelerate the vesting
and settlement of the Unvested Non-Exempt Award upon the Corporate Transaction, or instead substitute a cash payment equal to the Fair Market Value of such shares that would otherwise be issued to you, as
further provided in Section 4(b) below. In the absence of such discretionary election by the Company, your Unvested Non-Exempt Award shall be forfeited without payment of any consideration to you if the
Acquiring Entity will not assume, substitute or continue your Unvested Non-Exempt Award in connection with the Corporate Transaction. 

  
 11. 









 [Form for Section 16 Executive Officers] 

 

 (ii)    The foregoing treatment shall apply with respect to all
Unvested Non-Exempt Awards upon any Corporate Transaction, and regardless of whether or not such Corporate Transaction is also a 409A Change of Control. 

3.    Permitted Treatment of Non-Exempt Awards Upon a Corporate
Transaction for Non-Employee Directors. If you were a Director but not an Employee on the applicable grant date of your Non-Exempt Award and (“Non-Exempt Director Award”), the following provisions shall apply and shall supersede anything to the contrary that may be set forth in the Plan with respect to the permitted treatment of your Non-Exempt Director Award in connection with a Corporate Transaction. 

(a)    If the Corporate Transaction is also a 409A Change of Control then the Acquiring Entity may not assume,
continue or substitute your Non-Exempt Director Award. Upon the 409A Change of Control the vesting and settlement of your Non-Exempt Director Award will automatically be
accelerated and the shares will be immediately issued to you in respect of the Non-Exempt Director Award. Alternatively, the Company may provide that you will instead receive a cash settlement equal to the
Fair Market Value of the shares that would otherwise be issued to you upon the 409A Change of Control pursuant to the preceding provision. 

(b)    If the Corporate Transaction is not also a 409A Change of Control, then the Acquiring Entity must either
assume, continue or substitute your Non-Exempt Director Award. Unless otherwise determined by the Board, your Non-Exempt Director Award will remain subject to the same
vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction. The shares to be issued in respect of your Non-Exempt Director Award shall be issued to your by the
Acquiring Entity on the same schedule that the shares would have been issued to you if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead
substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to you on such issuance dates, with the determination of Fair Market Value made on the date of the Corporate
Transaction. 
 4.    General Superseding Provisions. The provisions in this Section 4 shall
apply and supersede anything to the contrary that may be set forth in the Plan, the Grant Notice or in any other section of the Agreement with respect to the permitted treatment of your Non-Exempt Award: 

(a)    Any exercise by the Board of discretion to accelerate the vesting of your
Non-Exempt Award shall not result in any acceleration of the scheduled issuance dates for the shares in respect of the Non-Exempt Award unless earlier issuance of the
shares upon the applicable vesting dates would be in compliance with the requirements of Section 409A. 

(b)    The Company explicitly reserves the right to earlier settle your
Non-Exempt Award to the extent permitted and in compliance with the requirements of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix). 

  
 12. 









 [Form for Section 16 Executive Officers] 

 

 (c)    To the extent the terms of your Non-Exempt Award provide that it will be settled upon a Change in Control or Corporate Transaction, to the extent it is required for compliance with the requirements of Section 409A, the Change in Control or
Corporate Transaction event triggering settlement must also constitute a 409A Change of Control. To the extent the terms of your Non-Exempt Award provides that it will be settled upon a termination of
employment or termination of Continuous Service, to the extent it is required for compliance with the requirements of Section 409A, the termination event triggering settlement must also constitute a Separation From Service. However, if at the
time the shares would otherwise be issued to you in connection with your “separation from service” you are subject to the distribution limitations contained in Section 409A applicable to “specified employees,” as defined in
Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six (6) months following the date of your Separation From Service, or, if earlier, the date of your death that occurs within such six month
period. 
 5.    Section 409A Compliance. The provisions in this Agreement for delivery of the
shares in respect of the Non-Exempt Award are intended to comply with the requirements of Section 409A so that the delivery of the shares to you in respect of your
Non-Exempt Award will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted. 

  
 13. 








 HORIZON PHARMA PUBLIC LIMITED
COMPANY 
 RESTRICTED STOCK UNIT GRANT NOTICE

 (2014 EQUITY INCENTIVE PLAN) 

Horizon Pharma Public Limited Company (the “Company”), pursuant to its 2014 Equity Incentive Plan (the
“Plan”), hereby grants to you a restricted stock unit award (the “Award”) to purchase the Company’s Ordinary Shares. The following specific terms of the Award can be obtained by logging on to your
StockCross brokerage account: [Participant, Date of Grant, Vesting Commencement Date, Number of Restricted Stock Units, Purchase Price per Ordinary Share, Vesting Schedule and Issuance Schedule]. These specific terms are incorporated by
reference into this Grant Notice. This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Agreement (the “Award Agreement”) and the Plan, all of which are available on the
StockCross website. Capitalized terms are defined in the Plan or the Award Agreement shall have the meanings set forth in the Plan or the Award Agreement. The Purchase Price per Ordinary Share that may be issued in settlement of your Award is equal
to the nominal value per Ordinary Share as of the Date of Grant and is subject to adjustment as provided in Section 4 of the Award Agreement. 

Additional Terms/Acknowledgements: You must electronically accept the Award by logging into your StockCross account. If you have not set-up your
StockCross brokerage account, the following information provided below will assist you in this process. Failure to do so may result in forfeiture of the Award. By electronically accepting the Award, you acknowledge receipt of, and understand and
agree to, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan. You further acknowledge that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement, and the Plan set forth the entire understanding
between you and the Company regarding the acquisition of shares in the Company and supersede all prior oral and written agreements on that subject with the exception of: (i) any written employment or severance arrangement that would provide for
vesting acceleration of the Award upon the terms and conditions set forth therein, or (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, the Participant consents
to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

STOCKCROSS FINANCIAL SERVICES BROKERAGE ACCOUNT 
 Horizon
currently utilizes StockCross Financial Services as our online broker. StockCross Financial Services offers an internet website for viewing option data and for buying or selling your stock options. 

To open your brokerage account (if you have not yet done so) 
  

	 	•	 	Go to the StockCross website at www.stockcross.com 

  

	 	•	 	Select the Green “Open an Account” menu item. 

  

	 	•	 	Under the New Account Application screen, select “Employee Stock Plan Account” button to proceed with the brokerage application. 


 

	 	•	 	If any additional documentation is needed, StockCross will contact you directly. 

  

	 	•	 	Once the account is fully processed, you will receive a welcome email from StockCross, containing your account number and other useful information. This is generally within 72 hours. 


If you have any questions or comments completing the brokerage application, please contact StockCross Corporate Services at 800-338-3965. 

Viewing your Award 
  

	 	•	 	Login to www.trading.stockcross.com using you StockCross account number and password established during registration 

  

	 	•	 	Once logged into your StockCross account, select the menu item “Employee Stock Plan.” This will bring you into another window screen which provides a summary of your equity grants. Please note that to view
this information, you will need to disable popup blockers. 

  

	 	•	 	Select “Portfolio.” This will show you all equity grants that you have been granted. 








 Accepting your Award 
  

	 	•	 	Login to www.trading.stockcross.com using you StockCross user name and password established during registration 

  

	 	•	 	Once logged into your StockCross account, select the link to Employee Stock Plans under the menu item “Employee Stock Plan.” This will bring you into another window screen which provides a summary of your
equity grants. Please note that to view this information, you will need to disable popup blockers. 

  

	 	•	 	Select “My Portfolio.” This will show you all equity grants that you have been granted. 

  

	 	•	 	For your new equity grant, in the first column, click on the Orange “Accept Grant” Action Button. 

  

	 	•	 	This will take you to an electronic acceptance window. For your reference, the Equity Agreement applicable to the Award is provided. If you agree with the terms and conditions of your equity grant, Place your name in
the signature box, type your name below, and check the agreement box. Click “Accept Grant to complete the acceptance. 

 IMPORTANT
REMINDER: In order to avoid forfeiture of your Award, you must electronically accept your Award 30 days prior to your first vesting date. 

Contact Horizon Pharma plc’s Global Equity Plan Administrator Garry Devine at 224-383-3037 or email gdevine@horizonpharma.com with any
further questions regarding your awards. 







 HORIZON PHARMA PUBLIC LIMITED
COMPANY 
 2014 EQUITY INCENTIVE PLAN 

EQUITY LONG TERM INCENTIVE PROGRAM 

RESTRICTED STOCK UNIT AGREEMENT 

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Agreement”) and in consideration of your services, Horizon Pharma Public Limited Company (the “Company”) has granted you a Restricted Stock Unit Award (the “Award”) under its
2014 Equity Incentive Plan (the “Plan”) and its Equity Long Term Incentive Program (“Program”) for the number of restricted stock units referenced in the Grant Notice. Capitalized terms not explicitly
defined in this Agreement shall have the same meanings given to them in the Plan, Program or the Grant Notice, as applicable. Except as otherwise explicitly provided herein, in the event of any conflict between the terms in this Agreement and the
Plan or Program, the terms of the Plan or Program shall control. 
 The details of your Award, in addition to those set forth in the Grant
Notice, the Program and the Plan, are as follows. 
 1.    GRANT OF
THE AWARD. This Award represents your right to be issued on a future date the number of Ordinary Shares that is equal to the number of restricted stock units indicated in the Grant Notice (the “Stock
Units”) which vest at the Purchase Price per Ordinary Share specified in your Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the
“Account”) the number of Stock Units subject to the Award. As provided in the Program, the Award may be settled via a Substitute Cash Payment in lieu of an issuance of Ordinary Shares. 

2.    VESTING. Subject to the limitations contained herein, your
Award will vest, if at all, in accordance with the Vesting Criteria. Except as otherwise specified in the Program or the Vesting Criteria, upon termination of your Continuous Service, the Stock Units credited to the Account that were not vested on
the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in such Stock Units or the Ordinary Shares to be issued in respect of such portion of the Award. 

3.    METHOD OF PAYMENT. On or before the time
you receive a distribution of the Ordinary Shares in settlement of your Stock Units, you hereby authorize the Company or any Affiliate to satisfy the payment of the Purchase Price per Ordinary Share with respect to such Ordinary Shares by
withholding such payment from payroll and any other cash amounts otherwise payable to you. If no cash amounts are otherwise payable to you by the Company and available for such deduction, you must provide timely payment of the applicable Purchase
Price to the Company via cash or check and no obligation shall arise upon the Company to procure the issue or transfer of the Ordinary Shares unless and until the Company and/or any Affiliate are satisfied in their absolute discretion that you have
satisfied such payment requirement. All amounts due are payable in United States dollars based, if applicable, upon the local currency to United States dollar exchange rate published in the West Coast edition of The Wall Street Journal on the
applicable payment date (or, if such date is not a business day in the United States, the preceding business day in the United States). 

  
 1. 








 4.    NUMBER OF STOCK
UNITS, ORDINARY SHARES AND PURCHASE PRICE. 

(a)    The number of Stock Units subject to your Award and the Purchase Price per Ordinary Share may be adjusted
from time to time for Capitalization Adjustments, as provided in the Plan. Furthermore, the Purchase Price per Ordinary Share will be automatically adjusted from time to time, as applicable, such that it shall at all times be equal to the nominal
value per Ordinary Share as then in effect. In no event will the Purchase Price per Ordinary Share be less than the nominal value per Ordinary Share. 

(b)    Any additional Stock Units that become subject to the Award pursuant to this Section 4, if any, shall
be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Stock Units covered by your Award. 

(c)    Notwithstanding the provisions of this Section 4, no fractional shares or rights for fractional
Ordinary Shares shall be created pursuant to this Section 4. The Board shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created by the adjustments referred to in this
Section 4. 
 5.    SECURITIES LAW
COMPLIANCE. You may not be issued any shares in respect of your Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such
issuance would be exempt from the registration requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award, including, without limitation, the laws and regulations of the United
States and your country of residence, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. 

6.    TRANSFER RESTRICTIONS. Your Award is not transferable, except by will or
by the laws of descent and distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the Ordinary Shares
subject to the Award until the shares are issued to you in accordance with Section 7 of this Agreement. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such
shares provided that any such actions are in compliance with the provisions herein, any applicable Company policies (including, but not limited to, insider trading and window period policies) and applicable securities laws. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Ordinary Shares to which you
were entitled at the time of your death pursuant to this Agreement. 
 7.    DATE
OF ISSUANCE. The Company will deliver to you a number of Ordinary Shares equal to the number of vested Stock Units subject to your Award, including any additional Stock Units received pursuant to Section 4
above that relate to those vested Stock Units, as soon as administratively practicable following the date of the Committee’s 

  
 2. 








 
determination of the number of Stock Units that will vest, but in no event later than 30 days following the date of such determination. Delivery of the shares pursuant to the provisions of this
Section 7(a) is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in
such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. 

8.    DIVIDENDS.    You shall receive no benefit or adjustment to
your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any Ordinary
Shares that are delivered to you in connection with your Award after such shares have been delivered to you. 

9.    RESTRICTIVE LEGENDS. The shares issued in respect of your Award shall be
endorsed with appropriate legends determined by the Company. 
 10.    AWARD NOT
A SERVICE CONTRACT. 
 (a)    Your Continuous Service with the
Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not
limited to, the vesting of your Award pursuant to the schedule set forth in the Grant Notice or the issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this
Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or
nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has
specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have. 

(b)    By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant
to the vesting schedule provided in the Grant Notice is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that
the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a
“reorganization”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits
available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the
vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this
Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your Continuous Service at any time, with or without cause and with or without notice. 

  
 3. 








 11.    WITHHOLDING OBLIGATIONS. 

(a)    On or before the time you receive a distribution of the shares subject to your Award, or at any time
thereafter as requested by the Company, you hereby authorize any required withholding from the Ordinary Shares issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or any Affiliate which arise in connection with your Award, as calculated based upon the maximum permitted withholding rate (the “Withholding Taxes”). The Company will
satisfy the Withholding Taxes obligation relating to your Award by withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date Ordinary
Shares are issued to pursuant to Section 7) equal to the amount of such Withholding Taxes; provided, however, that the number of such Ordinary Shares so withheld shall not exceed the amount necessary to satisfy the Company’s tax
withholding obligations as calculated using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes. Accordingly, on the applicable vesting date(s) Horizon will automatically reduce the
number of shares issuable pursuant to your Award by the maximum number of whole Horizon shares with a fair market value that at such time does not exceed the Withholding Taxes, and you will be issued only the net remaining number of Horizon shares
(the “Share Withholding Procedure”).. Any remaining portion of the Withholding Taxes that is less than the fair market value of one Horizon share will be withheld from other payroll compensation otherwise payable to you. In
determining the fair market value of Horizon’s shares for such purposes, the closing price of Horizon’s shares on the applicable vesting date will apply. Any adverse consequences to you arising in connection with such Share Withholding
Procedure shall be your sole responsibility. 
 (b)    Unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Ordinary Shares pursuant to this Award. 

12.    PERSONAL DATA. You understand that your employer, if applicable, the
Company, and/or its Affiliates hold certain personal information about you. This information include your name, home address, telephone number, date of birth, social security or equivalent tax identification number, salary, nationality, job title,
and details of your Award and all Ordinary Shares subject to your Award that have been granted, cancelled, vested, unvested, or are outstanding (the “Personal Data”). 

You hereby declare your express consent to allowing your employer to transfer your Personal Data (name, home address, telephone number, date
of birth, salary, nationality, job title, and details of the Award and all Ordinary Shares subject to such grant) outside the country in which you are employed or retained to its Affiliates, Horizon Pharma, Inc. and Horizon Pharma USA, Inc. which
are located in the United States and their parent entity, Horizon Pharma Public Limited Company (together such entities are the “Company Group”). The legal persons for whom such Personal Data are intended are: Horizon Pharma
Public Limited Company, Horizon 

  
 4. 








 
Pharma, Inc., Horizon Pharma USA, Inc., StockCross Financial Services and any other third party entity providing equity award and/or Plan administration services to the Company and for the sole
purpose of facilitating the transactions contemplated by this Agreement. You have the right to access and correct your Personal Data by applying to the Company representative identified on the Grant Notice (the
“Representative”). You have the right to revoke this consent at any time with future effect towards the Company Group by providing written notice to the Representative of such revocation (the “Revocation
Notice”) and as soon as administratively practicable following the Representative’s receipt of the Revocation Notice your consent revocation will become effective and your Award shall automatically immediately terminate and be
forfeited, and you will not receive any Ordinary Shares or any other consideration in respect of such forfeited Award. 

13.    ADDITIONAL ACKNOWLEDGEMENTS. You hereby consent and
acknowledge that: 
 (a)    Participation in the Plan is voluntary and therefore you must accept the terms and
conditions of the Plan and this Award as a condition to participating in the Plan and receipt of the Award. 

(b)    The Plan is discretionary in nature and the Company can amend, cancel, or terminate it at any time. 

(c)    This Award and any other equity awards granted under the Plan are voluntary and occasional and do not create
any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. 

(d)    All determinations with respect to any such future awards, including, but not limited to, the time or times
when such awards are granted, the number of Ordinary Shares, and performance and other conditions applied to the awards, will be at the sole discretion of the Company. 

(e)    The value of the Ordinary Shares and this Award is an extraordinary item of compensation, which is outside
the scope of your employment, service contract or consulting agreement, if any. This Award shall not form part of any past, current or future entitlement to remuneration or benefits which you may have under any contract of employment with the
Company nor form any part of any such contract of employment between you and the Company. 
 (f)    The Ordinary
Shares, this Award, or any income derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating
any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments. 

(g)    In the event of the involuntary termination of your Continuous Service, your eligibility to receive Ordinary
Shares or payments under the Award or the Plan, if any, will terminate effective as of the date that you are no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly provided in
the Agreement. 

  
 5. 








 (h)    The future value of the Ordinary Shares is unknown and cannot
be predicted with certainty. You do not have, and will not assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this award or diminution in value of the Ordinary Shares and you irrevocably release
the Company, its Affiliates and, if applicable, your employer, if different from the Company, from any such claim that may arise. 

(i)    The Plan, the Program the Vesting Criteria and this Agreement set forth the entire understanding between
you, the Company and any Affiliate regarding the acquisition of the Ordinary Shares and supersedes all prior oral and written agreements pertaining to this Award. 

14.    UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You shall not have voting or any other rights as a shareholder of the
Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 7 of this Agreement.    Upon such issuance, you will obtain full voting and other rights as a
shareholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 15.    OTHER DOCUMENTS. You hereby acknowledge receipt or
the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers,
directors and other specified individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. 

16.    NOTICES. Any notices provided for in your Award or the
Plan shall be given in writing (including electronically) and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to
request your consent to participate in the Plan by electronic means. By accepting this Award you consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

17.    MISCELLANEOUS. 

(a)    The rights and obligations of the Company under your Award shall be transferable to any one or more persons
or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent
of the Company. 

  
 6. 








 (b)    You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award. 

(c)    You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to
obtain the advice of counsel prior to executing and accepting your Award, and fully understand all provisions of your Award. 

(d)    This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. 
 (e)    All obligations of the
Company under the Plan and this Agreement shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company. 
 18.    GOVERNING PLAN
DOCUMENT. Your Award is subject to all the provisions of the Plan and the Program, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan and the Program. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of your Award and
those of the Plan or the Program, the provisions of the Plan or Program shall control. 

19.    CLAWBACK/RECOUPMENT. Your Award (and any compensation paid or shares
issued under your Award) is subject to recoupment or recovery by the Company in accordance with the terms of: (i) the Company’s Incentive Compensation Recoupment Policy, (ii) The Dodd–Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations thereunder, and (iii) any compensation recovery policy otherwise required by applicable law or listing requirements, in each case to the extent applicable. 

20.    SEVERABILITY. If all or any part of this Agreement, the Plan or the Program is
declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement, the Plan or the Program not declared to be unlawful or invalid. Any Section of this
Agreement, the Plan or the Program (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible
while remaining lawful and valid. 
 21.    EFFECT ON OTHER
EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any
employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans. 

  
 7. 








 22.    AMENDMENT. This Agreement may not be
modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which
specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting
the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or
regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. 

23.    NO OBLIGATION TO MINIMIZE
TAXES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby
advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by accepting the Award, you have agreed that you have done so or knowingly and voluntarily declined to do so. 

  
 8. 








 HORIZON PHARMA PUBLIC LIMITED
COMPANY 
 RESTRICTED STOCK UNIT GRANT NOTICE

 (2014 EQUITY INCENTIVE PLAN) 

EQUITY LONG TERM INCENTIVE PROGRAM 

Horizon Pharma Public Limited Company (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”)
and its Equity Long Term Incentive Program that became effective on January 5, 2018 (the “Program”), granted to you a restricted stock unit award (the “Award”) to purchase the Company’s
Ordinary Shares. The following specific terms of the Award can be obtained by logging on to your StockCross brokerage account: Participant, Date of Grant, Number of Restricted Stock Units, Purchase Price per Ordinary Share, and Vesting Criteria.

These specific terms are incorporated by reference into this Grant Notice. This Award is subject to all of the terms and conditions as set forth herein and in
the Restricted Stock Unit Agreement (the “Award Agreement”), the Plan, the Program, and the Vesting Criteria, all of which are available on the StockCross website. Capitalized terms are defined in the Plan or the Award
Agreement shall have the meanings set forth in the Plan, the Program or the Award Agreement. The Purchase Price per Ordinary Share that may be issued in settlement of your Award is equal to the nominal value per Ordinary Share as of the Date of
Grant and is subject to adjustment as provided in Section 4 of the Award Agreement. The Award is subject to all the terms and conditions of the Program and the Vesting Criteria, and in the event of any conflict between the terms of the Program
or the Vesting Criteria and the terms set forth in this Restricted Stock Unit Grant Notice or the Award Agreement, the terms of the Program or Vesting Criteria shall control. 

Additional Terms/Acknowledgements: You must electronically accept the Award by logging into your StockCross account. If you have not set-up your StockCross brokerage account, the following information provided below will assist you in this process. Failure to do so may result in forfeiture of the Award. By electronically accepting the Award, you
acknowledge receipt of, and understand and agree to, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan. You further acknowledge that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement, the
Program and the Plan set forth the entire understanding between you and the Company regarding the acquisition of shares in the Company and supersede all prior oral and written agreements on that subject with the exception of: (i) any written
employment or severance arrangement that would provide for vesting acceleration of the Award upon the terms and conditions set forth therein, or (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by
applicable law. By accepting this Award, the Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company. 
 STOCKCROSS FINANCIAL SERVICES BROKERAGE ACCOUNT 

Horizon currently utilizes StockCross Financial Services as our online broker. StockCross Financial Services offers an internet website for viewing Award data
and for buying or selling shares that may be issued in settlement of your Award. 
 To open your brokerage account 

 

	 	•	 	Go to the StockCross website at www.stockcross.com, 

  

	 	•	 	Select the red “Employee Stock Plans” menu item. 

  

	 	•	 	Under the “Get Started” window, select the blue menu button “Open an Account.” 

  

	 	•	 	Under the New Account Application screen, select “Employee Stock Option Plan ESOP” button to proceed with the brokerage application. 


 

	 	•	 	You will receive a welcome email from StockCross within 72 hours, containing your account number and other useful information 


If you have any questions or comments completing the brokerage application, please contact the StockCross New Accounts team at
800-225-6196 ext. 2442 

  
 9. 








 Viewing your Award 
  

	 	•	 	Login to www.stockcross.com using you StockCross account number and password established during registration 

  

	 	•	 	Once logged into your StockCross account, select the menu item “Employee Stock Plan.” This will bring you into another window screen which provides a summary of your equity grants. Please note that to view
this information, you will need to disable popup blockers. 

  

	 	•	 	Select “My Portfolio.” This will show you all equity grants that you have been granted. 


Accepting your Award 
  

	 	•	 	Login to www.stockcross.com using you StockCross account number and password established during registration 

  

	 	•	 	Once logged into your StockCross account, select the menu item “Employee Stock Plan.” This will bring you into another window screen which provides a summary of your equity grants. Please note that to view
this information, you will need to disable popup blockers. 

  

	 	•	 	Select “My Portfolio.” This will show you all equity grants that you have been granted. 

  

	 	•	 	For your new equity grant in the last column, click on the “View” hyperlink. 

  

	 	•	 	Selecting “View” will take you to an electronic acceptance window. For your reference, the Equity Plan Agreement applicable to the Award is provided. If you agree with the terms and conditions of your equity
grant, select the green “Accept” button. 

 IMPORTANT REMINDER: In order to avoid forfeiture of your
Award, you must electronically accept your Award 30 days prior to your first vesting date. 

Contact Horizon Pharma plc’s Senior Manager, Accounting and Global Equity Plan Administrator Garry Devine at 224-383-3037 or email gdevine@horizonpharma.com with any further questions regarding your awards. 

  
 10.