Exhibit 10.1


 


VENATOR MATERIALS


2017 STOCK INCENTIVE PLAN


(AS AMENDED AND RESTATED EFFECTIVE JUNE
18, 2020)


 


SECTION 1. Purpose of the Plan.


 


The Venator Materials 2017 Stock Incentive
Plan, as amended from time to time (the “Plan”), is intended to promote the interests of Venator Materials PLC,
a public company limited by shares and incorporated under the laws of England and Wales (the “Company”),
by encouraging Employees, Consultants and Directors to acquire or increase their equity interest in the Company and to provide
a means whereby they may develop a sense of proprietorship and personal involvement in the development and financial success of
the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing
the interests of the Company and its stockholders. The Plan is also contemplated to enhance the ability of the Company and its
Subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company.


 


The Plan (disregarding the Annex) is intended
to satisfy the definition of “employees share scheme” for the purpose of section 1166 of the Companies Act; provided,
however, that Annex A under which Consultants and Directors are eligible to benefit is not intended to satisfy the
definition of an “employees share scheme” for the purpose of section 1166 of the Companies Act. Annex A shall
be considered a part of the Plan for all purposes except to the extent required to ensure the Plan satisfies the foregoing requirement.


 


SECTION 2. Definitions.


 


As used in the Plan, the following terms
shall have the meanings set forth below:


 


“Affiliate” means,
with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled
by or is under common control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Award”
shall mean an Option, Restricted Stock Award, Performance Award, Phantom Share, SAR, Bonus Stock Award, Dividend Equivalent, Substitute
Award, or Other Stock-Based Award.


 


“Award Agreement”
shall mean any written or electronic agreement, contract, instrument, or document evidencing any Award, which may, but need not,
be executed or acknowledged by a Participant and shall also include any other written instrument (including any employment, severance,
change of control or similar agreement or arrangement) that establishes any terms, conditions, restrictions and/or limitations
applicable to Awards in addition to those established by this Plan and by the Committee’s exercise of its administrative
powers, including any such instrument entered into prior to or following the Effective Date.


 


“Board” shall
mean the Board of Directors of the Company.


 


“Bonus Stock”
shall mean Ordinary Shares granted as a bonus pursuant to Section 6(f) hereof.


 


“Change of Control”
shall mean: (a) with respect to an Award that is subject to section 409A of the Code, the occurrence of any event which
constitutes a change of control under section 409A of the Code, including any regulations promulgated pursuant thereto; and
(b) with respect to any other Award, the occurrence of any of the following events: (i) the acquisition by any “person,”
as such term is used in sections 13(d) and 14(d) of the Exchange Act, other than the Company, an Affiliate of the Company
or a Company employee benefit plan, of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s
then outstanding securities entitled to vote generally in the election of directors; or (ii) the consummation of a reorganization,
merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which Persons
who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction
do not, immediately thereafter, own more than 20% of the combined voting power entitled to vote generally in the election of directors
of the reorganized, merged or consolidated company’s then outstanding voting securities in substantially the same proportions
as their ownership immediately prior to such event; or (iii) the sale or disposition by the Company of all or substantially
all the Company’s assets (other than any such sale or disposition involving solely the Company and one or more Persons that
are “affiliates” of the Company (within the meaning of Rule 12b-2 under the Exchange Act)); or (iv) a change
in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors; or (v) the
approval by the Board or the stockholders of the Company of a complete or substantially complete liquidation or dissolution of
the Company; or (c) with respect to all Awards: (i) a court-sanctioned compromise or arrangement between the Company
and its shareholders under section 899 of the U.K. Companies Act 2006, resulting in a change of Control of the Company; (ii) the
obtaining by any Person (or group of Persons acting in concert) of Control of the Company as the result of making a general offer
to (A) acquire all of the issued Ordinary Share capital of the Company, which is made on a condition that, if it is satisfied,
such acquiring Person or Persons, as applicable, will have Control of the Company or (B) acquire all of the shares in the
Company which are of the same class as the Ordinary Shares; (iii) any Person (or group of Persons acting in concert) becoming
bound or entitled under Sections 979 to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another
jurisdiction) to acquire shares of the same class as the Ordinary Shares.


 






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“Code” shall mean
the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder.


 


“Committee” shall
mean the Board or any committee of the Board designated, from time to time, by the Board to act as the Committee under the Plan;
provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more
directors, each of whom shall be a Qualified Member.


 


“Companies Act”
shall mean the U.K. Companies Act of 2006, as amended.


 


“Consultant” shall
mean any individual who is not an Employee or a Director and who provides consulting, advisory or other similar services to the
Company or a Subsidiary.


 


“Control” shall
have the same meaning as in section 995 of the U.K. Income Tax Act 2007.


 


“Director” shall
mean any member of the Board who is not an Employee.


 


“Dividend Equivalent”
shall mean a right, granted to an Employee under Section 6(g) hereof, to receive cash, Ordinary Shares, other Awards or other
property equal in value to dividends paid with respect to a specified number of shares of Ordinary Shares, or other periodic payments.


 


“Employee” shall
mean any employee (whether or not also an officer) of the Company or a Subsidiary (having, for this purpose, the meaning given
to it in Section 1159 of the Companies Act).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder.


 


“Fair Market Value”
shall mean, as of any applicable date, the closing sales price for a Share on the New York Stock Exchange (or such other national
securities exchange which constitutes the principal trading market for the Shares) for the applicable date as reported by such
reporting service approved by the Committee; provided, however, that if Shares shall not have been quoted or traded
on such applicable date, Fair Market Value shall be determined based on the last preceding date on which they were quoted or traded,
or, if deemed appropriate by the Committee, in such other manner as it may determine to be appropriate, including in accordance
with the Non-Qualified Deferred Compensation Rules. In the event the Ordinary Shares are not publicly traded at the time a determination
of its Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by
the Committee, taking into account all factors the Committee deems appropriate, including without limitation the Non-Qualified
Deferred Compensation Rules.


 


“Incentive Stock Option”
or “ISO” shall mean an Option granted under Section 6(a) of the Plan that is intended to qualify
as an “incentive stock option” under section 422 of the Code or any successor provision thereto.


 


“Incumbent Directors”
shall mean directors who either (A) are directors of the Company as of the Effective Date, or (B) are elected, or nominated
for election, thereafter to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination
is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board or (ii) a plan or agreement to replace a majority of the then Incumbent Directors.


 


“Non-Employee Stock Incentive
Plan” shall mean Annex A to the Plan, as amended from time to time.


 


“Non-Qualified Deferred Compensation
Rules” shall mean the limitations or requirements of section 409A of the Code and the guidance and regulations
promulgated thereunder.


 


“Non-Qualified Stock Option”
or “NQO” shall mean an Option granted under Section 6(a) of the Plan that is not intended to be
an Incentive Stock Option.


 


“Option” shall
mean an option entitling the holder to acquire Shares upon payment of the exercise price. Incentive Stock Options and Non-Qualified
Stock Options may be granted under the Plan.


 


“Other Stock-Based Award”
shall mean an Award granted under Section 6(i) of the Plan.


 


“Participant”
shall mean any Employee who was granted an Award under the Plan that remains outstanding.


 


“Performance Award”
shall mean any right granted under Section 6(c) of the Plan.


 






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“Person” shall
mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.


 


“Personal Data”
shall mean any personal information that could identify a Participant, including but not limited to, the Participant’s name,
date of birth, home address, contact details (including any telephone number and e-mail address), National Insurance number (or
equivalent), Awards under the Plan or awards under any other employee share scheme operated by the Company and any data collected
as part of any documents the Participant completes when participating in the Plan.


 


“Phantom Shares”
shall mean the right to receive Shares or cash equal to the Fair Market Value of such Shares, or any combination thereof, as determined
by the Committee, at the end of a specified deferral period (which may or may not be coterminous with the Restricted Period of
the Award), which is granted pursuant to Section 6(d) of the Plan.


 


“Qualified Member”
shall mean a member of the Committee who is a “nonemployee director” within the meaning of Rule 16b-3(b)(3) and
otherwise meets the requirements under applicable law and the stock exchange on which the Ordinary Shares are then traded.


 


“Restatement Effective Date”
shall mean the date the Plan shall become effective and shall be coincident with the approval of the Plan at the 2020 Annual General
Meeting of Shareholders scheduled to take place on June 18, 2020.


 


“Restricted Period”
shall mean the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant.


 


“Restricted Stock”
shall mean any Share, prior to the lapse of restrictions thereon, granted under Section 6(b) of the Plan.


 


“Rule 16b-3”
shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.


 


“SAR” shall mean
a stock appreciation right granted under Section 6(e) of the Plan that entitles the holder to receive the excess of the Fair
Market Value of a Share on the relevant date over the exercise price of such SAR, with the excess paid in cash and/or in Shares
in the discretion of the Committee, subject to the limitation on cash payments in Section 4(d).


 


“SEC” shall mean
the Securities and Exchange Commission, or any successor thereto.


 


“Shares” or “Ordinary
Shares” shall mean the ordinary shares in the capital of the Company, $0.001 par value per share.


 


“Subsidiary” shall
mean, except as where noted otherwise herein, any entity (whether a corporation, partnership, joint venture, limited liability
company or other entity) in which the Company owns a majority of the voting power of the entity directly or indirectly, and any
other entity in which the Company has an economic interest that is designated by the Committee as a Subsidiary for purposes of
the Plan, except (i) with respect to the grant of an ISO, in which case the term Subsidiary shall mean any “subsidiary
corporation” of the Company as defined in section 424 of the Code, or (ii) in the case of Options or SARs that
are intended to comply with Treasury regulation 1.409A-1(b)(5)(i), in which case the term Subsidiary shall mean an entity
in a chain of entities in which each entity has a “controlling interest” in another entity in the chain, starting with
the Company.


 


“Substitute Award”
shall mean an Award granted pursuant to Section 6(h) of the Plan.


 


“U.K. Participant”
shall mean a Participant the grant of an Award to whom or the exercise of an Award by whom is subject to taxation in the United
Kingdom.


 


“U.S. Participant”
shall mean a Participant the grant of an Award to whom or the exercise of an Award by whom is subject to taxation in the United
States.


 


SECTION 3. Administration.


 


(a) General. The Plan shall be administered
by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present
at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of
Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) interpret
and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (viii) amend any Award under the Plan as provided in Section 7(b) hereof; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive,
and binding upon all Persons, including the Company and any of its Affiliates and Subsidiaries, any Participant, any holder or
beneficiary of any Award, any stockholder and any other Person. The Committee may, subject to any applicable law, regulatory, securities
exchange or other similar restrictions, delegate to one or more officers of the Company the authority to grant Awards to Employees
who are not, and whose family members are not, subject to section 16(b) of the Exchange Act (for this purpose “family
members” include the brothers or sisters (whether by whole or half blood), spouse, ancestors, or lineal descendants of the
Employee, and any spouse of any of the foregoing). The Committee may impose such limitations and restrictions, in addition to any
required limitations or restrictions, as the Committee may determine in its sole discretion. Any Award granted pursuant to such
a delegation shall be subject to all of the provisions of the Plan concerning such Award. Should any Awards made under the Plan
prior to November 2, 2017 be intended to continue to qualify as “performance-based compensation” within the meaning
of Section 162(m)(4)(C) of the Code prior to its repeal pursuant to the transition relief rules in the Tax Cuts and Jobs Act
of 2017 (the “TCJA”) (“162(m) Awards”), then all such determinations regarding
such Awards will be made solely by a Committee comprised solely of two of more “outside directors” within the meaning
of Section 162(m) of the Code.


 






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(b) Participants in Non-U.S. Jurisdictions.
Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws in countries other than the United States
in which the Company or any of its Affiliates or Subsidiaries operates or has employees, directors or other service providers from
time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee,
in its sole discretion, shall have the power and authority to: (i) determine which of the Company’s Affiliates or Subsidiaries
shall be covered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate
in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply
with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or
modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans and/or modifications
shall increase the share limitations contained in Section 4(a) below without the approval of the Company’s shareholders
(to the extent required by applicable law and listing requirements); and (v) take any action, before or after an Award is
granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements
of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes
shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a
political subdivision thereof.


 


(c) Provisions Applicable to Section 162(m)
Participants. Notwithstanding any other provision of the Plan or any Award, each 162(m) Award (and each Award which was otherwise
not subject to the deduction limitation of Section 162(m) of the Code) shall be subject to any additional limitations as the
Committee determines necessary for such 162(m) Award to qualify as “performance-based compensation” as described in
Section 162(m)(4)(C) of the Code prior to its repeal (or to be so exempt) pursuant to the transition relief rules in the TCJA,
and to the extent any of the provisions of the Plan or any Award (or any amendments hereto pursuant to this amendment and restatement
of the Plan) would cause any 162(m) Awards to fail to so qualify or other Awards to be so exempt, any such provisions shall not
apply to such Awards to the extent necessary to ensure the continued qualification or exemption of such Awards. To the extent permitted
by applicable law, the Plan and any such Awards shall be deemed amended to the extent necessary to conform to such requirements.


 


SECTION 4. Shares Available for Awards.


 


(a) Shares Available. Subject to
adjustment as provided in Section 4(c) hereof, the number of Shares that may be issued with respect to Awards under the Plan
and the Non-Employee Stock Incentive Plan shall be 17,750,000 Ordinary Shares. To the extent an Award has been or is settled with
the delivery of Shares, such Shares shall not be available for issuance under future Awards under the Plan and the Non-Employee
Stock Incentive Plan. If an Award is surrendered, exchanged, forfeited, settled in cash or otherwise lapses, expires, terminates
or is canceled without the actual delivery of Shares, including (i) Shares forfeited with respect to Restricted Stock that
are not acquired into the Company’s treasury shares or are cancelled, (ii) Shares repurchased by the Company in accordance
with Section 6(b) hereof or the Non-Employee Stock Incentive Plan at the same price paid by the Participant; or (iii) the
number of Shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards,
then the Shares covered by such Award, to the extent of such surrender, exchange, forfeiture, expiration, lapse, termination, cancellation
or payment in cash, shall again be Shares that may be issued with respect to Awards granted under the Plan and the Non-Employee
Stock Incentive Plan. Notwithstanding anything in this Section 4(a) to the contrary, the number of Shares that may be issued
or transferred pursuant to ISOs under the Plan shall not exceed an aggregate of 17,750,000 Ordinary Shares.


 


(b) Sources of Shares Deliverable Under
Awards. Any Shares delivered pursuant to an Award may, to the extent permitted by the laws of England and Wales, consist in
whole or in part of authorized and unissued Shares, treasury shares or shares acquired by or gifted to the trustees of an employee
benefit trust established in connection with the Plan and the Non-Employee Stock Incentive Plan.


 






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(c) Anti-dilution Adjustments. With
respect to any “equity restructuring” event (such as a stock dividend, stock split, reverse stock split or similar
event with respect to Shares) that could result in an additional compensation expense to the Company pursuant to the provisions
of the Financial Accounting Standards Board, Accounting Standards Codification, Topic 718—Stock Compensation, as the same
may be amended or superseded from time to time (“ASC Topic 718”), if adjustments to Awards with respect
to such event were discretionary, the Committee shall equitably adjust the number and type of Shares (or other securities or property)
covered by each outstanding Award and the terms and conditions, including the exercise price and performance criteria (if any),
of such Award to equitably reflect such restructuring event. With respect to any other similar event that would not result in an
ASC Topic 718 accounting charge if the adjustment to Awards with respect to such event were subject to discretionary action, the
Committee shall have complete discretion to adjust Awards in such manner as it deems appropriate with respect to such other event.
In the event the Committee makes any adjustment pursuant to the foregoing provisions of this Section 4(c), the Committee shall
make a corresponding and proportionate adjustment to the maximum number and the type of Shares (or other securities or property)
with respect to which Awards may be granted under the Plan and the Non-Employee Stock Incentive Plan after such event as provided
in Section 4(a) and the individual participant annual grant limits with respect to Awards (other than dollar-denominated Awards)
as provided in Section 4(d) hereof. Any such adjustments pursuant to this Section 4(c) shall be evidenced by written
addendums to the Plan, the Non-Employee Stock Incentive Plan and Award Agreements prepared by the Company and, with respect to
Options, shall be in accordance with the Treasury regulations concerning Incentive Stock Options.


 


(d) Individual Participant Limits.
Subject to adjustment as provided in Section 4(c), the maximum number of Share-denominated Awards that may be granted under
the Plan and the Non-Employee Stock Incentive Plan to any individual during any calendar year during any part of which this Plan
is in effect shall not relate to more than 3,000,000 Ordinary Shares. The maximum amount of dollar-denominated Awards that may
be granted to any individual during any calendar year may not exceed $15,000,000.


 


SECTION 5. Eligibility.


 


Any Employee shall be eligible to be designated
a Participant by the Committee. Awards may also be granted under an Annex or sub-plan to the Plan. Directors and Consultants are
not eligible to be granted Awards under the main rules of the Plan, and shall only be eligible to participate in Awards granted
under Annex A to the Plan.


 


SECTION 6. Awards.


 


(a) Options. Subject to the provisions
of the Plan, the Committee shall have the authority to determine Employees to whom Options shall be granted, the number of Shares
to be covered by each Option, the exercise price therefor and the conditions and limitations applicable to the exercise of the
Option, including the applicable Restricted Period and/or performance objectives, if any, and the following terms and conditions
and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the
Plan.


 


(i) Exercise Price. The
exercise price per Share purchasable under an Option shall be determined by the Committee at the time the Option is granted; provided,
however, that except with respect to a Substitute Award, the exercise price shall not be less than the Fair Market Value
per Share on the effective date of such grant, and provided, further, however, that the exercise price of
any Option, including a Substitute Award, shall not be lower than the par value per Share on the effective date of such grant.


 


(ii) Time and Method of Exercise.
The Committee shall determine and provide in the Award Agreement the time or times at which an Option may be exercised in whole
or in part, and the method or methods by which, and the form or forms (which may include, without limitation, cash, check acceptable
to the Company, Shares already-owned by the Participant, a “cashless-broker” exercise (through procedures approved
by the Company), other securities or other property, a note (to the extent permitted by applicable law), a withholding or “netting”
of Shares from the Option if it is not an Incentive Stock Option, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which payment of the exercise price with respect thereto may be made or
deemed to have been made. An Option may not be exercised on or after the earliest of the following to take place:


 


(A)       the
date falling 10 years following grant;


 


(B)       the
expiry of the period of six months following a Change of Control falling within paragraphs (c)(i) or (c)(ii) of its definition;
and


 


(C)       the
expiry of the period during which any Person (or groups of Persons acting in concert) is bound or entitled under Sections 979
to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the
same class as the Ordinary Shares.


 






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(iii) Incentive Stock Options.
No Incentive Stock Option may be granted unless or until the requirements of Section 422(b)(i) of the Code has been met. An
Incentive Stock Option may be granted only to an Employee who is an employee of the Company or any parent or subsidiary corporation
(as defined in section 424 of the Code) at the time the Option is granted and must be granted within 10 years from the
date the Plan was approved by the Board or the stockholders of the Company, whichever is earlier. To the extent that the aggregate
Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Ordinary Shares with respect to
which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive
stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, or such Options fail to constitute
Incentive Stock Options for any reason, such purported Incentive Stock Options shall be treated as Non-Qualified Stock Options.
The Committee shall determine, in accordance with applicable provisions of the Code, Treasury regulations and other administrative
pronouncements, which of a Participant’s purported Incentive Stock Options do not constitute Incentive Stock Options and
shall notify the Participant of such determination as soon as reasonably practicable after such determination. No Incentive Stock
Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within
the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is at least
110% of the Fair Market Value of the Ordinary Shares subject to the Option and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant. An Incentive Stock Option shall not be transferable otherwise than by
will or the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by such Participant
or the Participant’s guardian or legal representative. The terms of any Incentive Stock Option granted under the Plan shall
comply and be interpreted consistently in all respects with the provisions of section 422 of the Code, or any successor provision,
and any regulations promulgated thereunder.


 


(iv) Forfeiture. Unless
otherwise specified in the applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries, whether voluntary or involuntary (and including without limitation termination on account of death, disability, or
retirement), all such Participant’s Options as to which the Restricted Period has not elapsed as of the date of termination
shall be forfeited, and all such Participant’s Options as to which the Restricted Period has elapsed as of the date of termination
shall remain exercisable for the period of time set forth in the Award Agreement, after which time any such Options which remain
unexercised shall be forfeited. However, the Committee may, when it finds that a waiver would be in the best interests of the Company,
waive in whole or in part any or all remaining restrictions with respect to a Participant’s Options.


 


(b) Restricted Stock. The Committee
shall have the authority to grant Awards of Restricted Stock to Employees upon such terms and conditions as the Committee may determine,
including any provision that is required by Section 6(j)(vi) of this Plan.


 


(i) Terms and Conditions.
Each Restricted Stock Award shall be subject to the fulfillment during the Restricted Period of such conditions, including performance
objectives, if any, as the Committee may specify at the date of grant, which conditions may lapse separately or in combination
at such times, under such circumstances, in such installments or otherwise, as the Committee may determine. During the Restricted
Period, the Participant shall have such rights of ownership in or with respect to the Restricted Stock as set forth in the Award
Agreement, subject to Section 6(b)(ii) below concerning dividends.


 


(ii) Dividends. Unless
otherwise specified in the applicable Award Agreement, dividends and distributions made with respect to a share of Restricted Stock
shall be held by the Company in a bookkeeping account for the Participant (credited either as cash (without interest) or as Phantom
Shares). Dividends and distributions with respect to an award subject to vesting or forfeiture restrictions shall be subject to
the same vesting and forfeiture restrictions as the share of Restricted Stock with respect to which such dividends and distributions
are made.


 


(iii) Registration. Any
Restricted Stock may be evidenced in such manner as the Committee shall deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted
Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


 


(iv) Forfeiture. Unless
otherwise specified in the applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries during an applicable Restricted Period, all Restricted Stock subject to such Restricted Period shall (at the direction
of the Committee) be transferred by the Participant to the company or to a person nominated by the Company, in either case, at
a cash price per share equal to the price paid by the Participant for such Restricted Stock or such other amount as may be specified
in the applicable Award Agreement. Notwithstanding the foregoing, the Committee may, when it finds that a waiver would be in the
best interests of the Company, waive in whole or in part any or all remaining forfeiture and other restrictions with respect to
such Participant’s Restricted Stock.


 


(v) Transfer Restrictions.
During the Restricted Period, Restricted Stock will be subject to such limitations on transfer as necessary to comply with section 83
of the Code if section 83 is applicable to such award and the Participant is a U.S. Participant.


 






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(c) Performance Awards. The Committee
shall have the authority to determine the Employees who shall receive a Performance Award, pursuant to which the right of such
individual to receive a grant, or to exercise or receive settlement, of any Award available under this Plan, and the timing thereof,
may be subject to performance objectives as specified by the Committee. In addition, a Performance Award may be denominated as
a cash amount at the time of grant and confer on the Participant the right to receive payment upon the achievement of such performance
objectives during such Restricted Periods as the Committee shall establish with respect to the Award.


 


(i) Terms and Conditions.
Subject to the terms of the Plan (including, without limitation, Section 6(j)(vi) of the Plan) and any applicable Award Agreement,
the Committee shall determine the performance objectives to be achieved during the applicable Restricted Period, the length of
the Restricted Period, the number of Shares or the amount of cash subject to any Performance Award and the amount of any payment
to be made upon achievement of the performance objectives applicable to any Performance Award.


 


(ii) Payment of Performance
Awards. Performance Awards are earned as of the date the Committee determines the applicable performance objectives have been
satisfied. Performance Awards may be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump sum or
in installments promptly as of or following the date the Committee determines the applicable performance objectives have been satisfied,
in accordance with procedures established by the Committee with respect to such Award. The Committee may exercise its discretion
to reduce or increase the amounts payable under any Performance Awards.


 


(iii) Forfeiture. Unless
otherwise specified in the applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries during the applicable Restricted Period, whether voluntary or involuntary (and including without limitation termination
on account of death, disability, or retirement), all Performance Awards shall be forfeited by the Participant. However, the Committee
may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining
restrictions with respect to such Participant’s Performance Award.


 


(d) Phantom Shares. The Committee
shall have the authority to grant Awards of Phantom Shares to Employees upon such terms and conditions as the Committee may determine,
including any provision that is required by Section 6(j)(vi) of this Plan.


 


(i) Terms and Conditions.
Each Phantom Share Award shall constitute an agreement by the Company to issue or transfer a specified number of Shares or pay
an amount of cash equal to the Fair Market Value of a specified number of Shares, or a combination thereof, to the Participant
in the future, subject to the fulfillment during the Restricted Period of such conditions, including performance objectives, if
any, as the Committee may specify at the date of grant. The Participant shall not have any rights of ownership in or with respect
to the Phantom Shares. Phantom Shares shall be earned upon the lapse of the Restricted Period and shall be settled upon expiration
of a specified deferral period (which may or may not be coterminous with the Restricted Period). The Committee shall cause the
corresponding number of Shares to be issued or transferred, or shall cause the corresponding amount to be paid promptly thereafter.
The Company may also grant Phantom Share Awards in the form of “restricted stock unit” awards.


 


(ii) Dividend Equivalents.
Unless otherwise specified in the applicable Award Agreement, with respect to a Phantom Share, the economic equivalent of all dividends
and other distributions paid on a Share during the Restricted Period shall be credited by the Company in a cash bookkeeping account
(without interest) or in additional Phantom Shares. Dividends and distributions with respect to an award subject to vesting or
forfeiture restrictions shall be subject to the same vesting and forfeiture restrictions as the related Phantom Share with respect
to which such dividends and distributions are made.


 


(iii) Forfeiture. Unless
otherwise provided in an applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries during the applicable Restricted Period, all Phantom Shares subject to such Restricted Period shall be forfeited by
the Participant. Notwithstanding the foregoing, the Committee may, when it finds that a waiver would be in the best interests of
the Company, waive in whole or in part any or all remaining forfeiture and other restrictions with respect to such Participant’s
Phantom Shares.


 


(e) SARs. The Committee shall have
the authority to determine the Employees to whom SARs shall be granted, the number of SARs to be granted, the exercise price and
the conditions and limitations applicable to the exercise of the SAR, including the applicable Restricted Period and/or performance
objectives, if any, and the following terms and conditions and such additional terms and conditions, as the Committee shall determine,
that are not inconsistent with the provisions of the Plan (including Section 6(j)(vi) of the Plan). SARs may be granted in
tandem with or separately from an Option.


 


(i) Exercise Price. The
exercise price per SAR shall be determined by the Committee at the time the SAR is granted, but, except with respect to a Substitute
Award, shall not be less than the Fair Market Value per Share on the effective date of such grant.


 


(ii) Time of Exercise.
The Committee shall determine and provide in the Award Agreement the time or times at which an SAR may be exercised in whole or
in part. The maximum term for an SAR shall be 10 years.


 


(iii) Method of Payment.
Unless provided in the Award Agreement, the Committee shall determine, in its discretion, whether the SAR shall be paid in cash,
shares of Ordinary Shares or a combination thereof.


 






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(iv) Forfeiture. Unless
otherwise provided in an applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries, whether voluntary or involuntary (and including without limitation termination on account of death, disability, or
retirement), all such Participant’s SARs as to which the Restricted Period has not elapsed as of the date of termination
shall be forfeited, and all such Participant’s SARs as to which the Restricted Period has elapsed as of the date of termination
shall remain exercisable for the period of time set forth in the Award Agreement, after which time any such SARs which remain unexercised
shall be forfeited. However, the Committee may, when it finds that a waiver would be in the best interests of the Company, waive
in whole or in part any or all remaining restrictions with respect to a Participant’s SARs.


 


(f) Bonus Stock. The Committee is
authorized to grant Ordinary Shares as a bonus, or to grant Ordinary Shares or other Awards in lieu of obligations to pay cash
or deliver other property under this Plan or under other plans or compensatory arrangements, provided that, in the case of Participants
subject to section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the
extent necessary to ensure that acquisitions of Bonus Stock or other Awards are exempt from liability under section 16(b)
of the Exchange Act. Bonus Stock or other Awards granted hereunder shall be subject to such other terms as shall be determined
by the Committee, including Section 6(j)(vi) of the Plan. In the case of any grant of Ordinary Shares to an officer of the
Company or any of its Subsidiaries in lieu of salary or other cash compensation, the number of shares granted in place of such
compensation shall be reasonable, as determined by the Committee.


 


(g) Dividend Equivalents. The Committee
is authorized to grant Dividend Equivalents entitling the Participant to receive cash, Ordinary Shares, other Awards, or other
property equal in value to dividends paid with respect to a specified number of shares of Ordinary Shares, or other periodic payments.
Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (but shall not be granted in respect
of Options or Stock Appreciation Rights). The Committee may provide that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Ordinary Shares, Awards, or other investment vehicles, and subject
to such restrictions on transferability and risks of forfeiture, as the Committee may specify. Notwithstanding the forgoing, Dividend
Equivalents with respect to an Award subject to vesting conditions shall only be paid to the Participant to the extent that the
vesting conditions are subsequently satisfied.


 


(h) Substitute Awards. Awards may
be granted under the Plan in substitution of similar awards held by individuals who become Employees as a result of a merger, consolidation
or acquisition by the Company or a Subsidiary of another entity or the assets of another entity. Such Substitute Awards, if an
Option or SAR, may have an exercise price less than the Fair Market Value of a Share on the date of such substitution, to the extent
necessary to preserve the value of the award, and will become exercisable upon the lapse of the Restricted Period. Such Substitute
Awards, if Restricted Stock or Phantom Shares, shall be earned by the Participant, and promptly issued, transferred, or paid, upon
the lapse of the Restricted Period or other specified deferral period.


 


(i) Other Stock-Based Award. The
Committee may also grant to Employees an Other Stock-Based Award, which shall consist of a right which is an Award denominated
or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares as is deemed by the Committee
to be consistent with the purposes of the Plan, which may include convertible or exchangeable debt securities, other rights convertible
or exchangeable into Ordinary Shares, purchase rights for Ordinary Shares, Awards with value and payment contingent upon performance
of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Ordinary Shares
or the value of securities of or the performance of specified Subsidiaries of the Company. Subject to the terms of the Plan, the
Committee shall determine the terms and conditions, including any vesting terms and/or performance objectives, of any such Other
Stock-Based Award. Cash awards, as an element of or supplemental to any other Award under this Plan, may also be granted pursuant
to this Section 6(i).


 


(j) General.


 


(i) Award Agreements. An
Award Agreement may be delivered to each Participant to whom an Award is granted. The terms of the Award Agreement shall be as
determined by the Committee, so long as they are consistent with the Plan.


 


(ii) Awards May Be Granted
Separately or Together. Subject to Section 7(a) hereof, Awards may, in the discretion of the Committee, be granted either
alone or in addition to, or in tandem with, or in substitution or exchange for, any other Award granted under the Plan or any award
granted under any other plan of the Company or any Subsidiary. Such additional, tandem and substitute or exchanged Awards may be
granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee shall require the surrender
of such other Award in consideration for the grant of the new Award.


 


(iii) Limits on Transfer of
Awards.


 


(A)       Except
as provided in paragraph (C) below, each Award, and each right under any Award, shall be exercisable only by the Participant
during the Participant’s lifetime, or if permissible under applicable law, by the Participant’s guardian or legal representative
as determined by the Committee.


 






    8


     


    

 


(B)       Except
as provided in paragraph (C) below or in a qualified domestic relations order, no Award and no right under any such Award
may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant in any manner (whether
for value or other consideration) other than by will or by the laws of descent and distribution, and any such purported prohibited
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company
or any Subsidiary.


 


(C)       To
the extent specifically approved in writing by the Committee, an Award (other than an Incentive Stock Option) may be transferred
to immediate family members or related family trusts, limited partnerships or similar family entities on such terms and conditions
as the Committee may establish or approve.


 


(iv) Terms of Awards, Minimum
Vesting. The term of each Award shall be for such period as may be determined by the Committee, provided the term of an Option
and SAR shall be limited as provided in Sections 6(a)(ii) hereof and (iii) and Section 6(e)(ii) hereof, respectively.
The minimum vesting or forfeiture restriction period with respect to Awards that are Options, SARs or other Awards for which a
Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market
Value of the Stock determined as of the date of grant shall be one year, provided that, the Committee shall have the authority
to provide that such minimum vesting restrictions may lapse or be waived upon a Change in Control and in the event of a Participant’s
termination of employment or service or death or disability; provided, that the foregoing one-year minimum vesting or forfeiture
restriction period shall not apply to the grant of any such Awards with respect to an aggregate number of Shares that does not
exceed 5% of the total share pool specified in Section 4(a)(1) hereof and (b).


 


(v) Share Certificates.
All certificates for Shares or other securities of the Company or any Subsidiary delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other
securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.


 


(vi) Consideration for Awards.
Awards may be granted for no cash consideration or for such consideration as the Committee determines, including, without limitation,
such minimal cash consideration as may be required by applicable law or regulation. In the event that the Committee determines
that an applicable law or regulation requires a Participant to provide consideration to the Company in connection with the grant,
vesting or settlement of an Award, the Award Agreement shall set forth the terms and conditions of such consideration required
of the Participant, which shall not be greater than the par value per Share underlying the Award. Such consideration shall be paid
by the Participant in cash, or the Company may deduct the applicable amount from other cash compensation owed to the Participant.


 


(vii) Delivery of Shares or
other Securities and Payment by Participant of Consideration. No Shares or other securities shall be delivered pursuant to
any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including,
without limitation, any exercise price or tax withholding) is received by the Company. Such payment may be made by such method
or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities,
other Awards or other property, withholding of Shares, cashless exercise with simultaneous sale, or any combination thereof, provided
that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such
Shares or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required
to be paid pursuant to the Plan or the applicable Award Agreement to the Company.


 


(viii) Performance Criteria.
The Committee may establish performance goals applicable to Awards. Such criteria may include, but are not limited to, one or more
of the following: (A) earnings per share; (B) revenues; (C) cash flow; (D) cash flow returns; (E) free
cash flow; (F) operating cash flow; (G) net cash flow; (H) working capital; (I) return on net assets; (J) return
on assets; (K) return on investment; (L) return on capital; (M) return on equity; (N) economic value added;
(O) gross margin; (P) contribution margin; (Q) operating margin; (R) net income; (S) pretax earnings;
(T) pretax earnings before interest, depreciation and amortization (“EBITDA”); (U) pretax earnings
after interest expense and before incentives, service fees, and extraordinary or special items; (V) operating income; (W) total
stockholder return; (X) Share price; (Y) book value; (Z) enterprise value; (AA) debt reduction; (BB) costs or expenses;
(CC) objective safety measures (including recordable incident rates and lost time incident rates); (DD) objective environmental
measures (including gas releases); (EE) sales; (FF) market share; (GG) objective productivity measures; (HH) revenue or earnings
per employee; (II) objective measures related to implementation or completion of significant projects or processes; (JJ) significant
and objective strategic business criteria, consisting of one or more objectives based on meeting specified market penetration,
geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation,
information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons;
and (KK) significant and objective individual criteria, including any of the foregoing performance goals, the implementation of
policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures,
research or development collaborations, and the completion of other corporation transactions. Such goals (other than stock price
and earnings per share) may be expressed in terms of the Company, a Subsidiary, a parent, department, division, business unit,
or product, as determined by the Committee, and may be absolute, relative to one or more other companies, or relative to one or
more indexes. A performance goal need not be based upon an increase or positive result under a business criterion and may, for
example, be based upon limiting economic losses or maintaining the status quo. Which factor or factors to be used with respect
to any grant, and the weight to be accorded thereto if more than one factor is used, shall be determined by the Committee, in its
sole discretion, at the time of grant. The Committee may, in its sole discretion, (A) appropriately adjust any evaluation
of performance under a performance goal to eliminate the effects of charges for restructurings, discontinued operations, extraordinary
items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of
a segment of a business or related to a change in accounting principle, all as determined in accordance with applicable accounting
provisions, as well as the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted
accounting principles or identified in the Company’s financial statements or notes to the financial statements; and (B) appropriately
adjust any evaluation of performance under a performance goal to exclude any of the following that occurs during the applicable
performance period: (1) asset write-downs, (2) litigation, claims, judgments or settlements, (3) the effect of changes
in tax law or other such laws or provisions affecting reported results, (4) accruals for reorganization and restructuring
programs, or (5) accruals of any amounts for payment under this Plan or any other compensation arrangement maintained by the
Company.


 






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(ix) Change of Control.
Unless otherwise provided for in an Award Agreement and subject to Section 6(j)(x) below, upon a Change of Control, all then-outstanding
Awards shall vest in accordance with Section 6(j)(ix)(A) below, except to the extent that another Award meeting the requirements
of Section 6(j)(ix)(B) hereof (a “Replacement Award”) is provided to the Participant to replace
such Award (the “Replaced Award”).


 


(A) Change of Control Vesting.
Upon a Change of Control, a Participant’s then-outstanding Awards that are not vested and (1) as to which vesting depends
solely on the satisfaction of a service obligation by the Participant to the Company or any Subsidiary shall become fully vested;
or (2) as to which vesting depends upon the satisfaction of one or more performance objectives shall immediately vest and
all performance objectives shall be calculated based on either, as determined by the Committee in its sole discretion, (a) actual
performance against the stated performance objectives as of the date of the Change of Control or (b) deemed target performance
pro-rated based on the number of days elapsed in the applicable performance period until the date of the Change of Control.


 


(B) Replacement Awards. An
Award shall meet the conditions of this Section 6(j)(ix)(B) (and hence qualify as a Replacement Award) if: (1) it is
of the same type as the Replaced Award (or, it is of a different type than the Replaced Award, provided that the Committee, as
constituted immediately prior to the Change of Control, finds such type acceptable); (2) it has an intrinsic value at least
equal to the value of the Replaced Award; (3) it relates to publicly traded equity securities of the Company or its successor
in the Change of Control or another entity that is affiliated with the Company or its successor following the Change of Control;
(4) its terms and conditions comply with the terms of this Section 6(j)(ix)(B) set forth below; and (5) its other
terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change of Control). Without limiting the generality of the foregoing,
the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are
satisfied. The determination of whether the conditions of this Section 6(j)(ix)(B) are satisfied shall be made by the Committee,
as constituted immediately before the Change of Control, in its sole discretion. Without limiting the generality of the foregoing,
the Committee may determine the value of Awards and Replacement Awards that are stock options or stock appreciation rights by reference
to either their intrinsic value or their fair value. Upon an involuntary termination of service of a Participant occurring at any
time following the Change of Control, other than for cause, all Replacement Awards held by the Participant (a) as to which
vesting depends solely on the satisfaction of a service obligation by the Participant to the Company or any Subsidiary shall become
fully vested; or (b) as to which vesting depends upon the satisfaction of one or more performance objectives shall immediately
vest and all performance objectives shall be calculated based on either, as determined by the Committee in its sole discretion,
(i) actual performance against the stated performance objectives as of the date of the Change of Control or (ii) deemed
target performance pro-rated based on the number of days elapsed in the applicable performance period until the date of the Change
of Control.


 


(x) Unusual Transactions or
Events. In the event of any distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
reorganization, merger, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other corporate
transaction or event or any unusual or nonrecurring transactions or events (including without limitation a Change of Control) affecting
the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable
laws, regulations or accounting principles, and whenever the Committee determines that action is appropriate in order to prevent
the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan and the Non-Employee
Stock Incentive Plan or with respect to any Award under the Plan and the Non-Employee Stock Incentive Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or principles, the Committee, in its sole discretion
and on such terms and conditions as it deems appropriate, may take any one or more of the following actions (unless the discretion
to take such action would cause a 162(m) Award to not qualify as “performance-based compensation” under section 162(m)
of the Code if intended to so qualify):


 






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(A)       To
provide for either (i) the termination of any such Award in exchange for an amount of cash, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance
of doubt, if as of the date of the occurrence of such transaction or event the Committee determines in good faith that no amount
would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may
be terminated by the Company without payment) or (ii) the replacement of such Award with other rights or property of substantially
equivalent value selected by the Committee in its sole discretion;


 


(B)       To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(C)       To
make adjustments in the number and type of shares of Ordinary Shares (or other securities or property) subject to outstanding Awards,
and in the number and kind of outstanding Awards and/or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding Awards and Awards which may be granted in the future, provided that, with respect to
outstanding Awards such adjustments shall result in substantially equivalent value to the affected Participants; and


 


(D)       To
provide that such Award shall be exercisable (within such period of time as the Committee may specify, for example, but not by
way of limitation, in connection with a Change of Control, the Committee may specify that unexercised, vested Options or SARs terminate
upon consummation of the Change of Control), or payable or fully vested with respect to all Shares covered thereby, notwithstanding
anything to the contrary in the Plan and the Non-Employee Stock Incentive Plan or the applicable Award Agreement.


 


Notwithstanding the foregoing, with respect to an
above event that is an “equity restructuring” event that would be subject to a compensation expense pursuant ASC Topic
718, the provisions in Section 4(c) hereof shall control to the extent they are in conflict with the discretionary provisions
of this Section 6(j)(x).


 


SECTION 7. Amendment and Termination.


 


Except to the extent prohibited by applicable
law:


 


(a) Amendments to the Plan. The Board
or the Committee may amend, alter, suspend, discontinue, or terminate the Plan and the Non-Employee Stock Incentive Plan without
the consent of any stockholder, Participant, other holder or beneficiary of an Award, or other Person (but stockholder approval
will be required to the extent required by applicable law or listing requirements); provided, however, notwithstanding
any other provision of the Plan and the Non-Employee Stock Incentive Plan or any Award Agreement, without the approval of the stockholders
of the Company no such amendment, alteration, suspension, discontinuation, or termination shall be made that would (i) increase
the total number of Shares that may be issued under Awards (including ISOs) granted under the Plan and the Non-Employee Stock Incentive
Plan, except as provided in Sections 4(c) and 6(j)(x) of the Plan and the Non-Employee Stock Incentive Plan, (ii) increase
the class of individuals eligible to receive Awards under the Plan and the Non-Employee Stock Incentive Plan or (iii) materially
increase the benefits available under the Plan and the Non-Employee Stock Incentive Plan. In addition, except in connection with
a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares) and
except as provided in Section 6(j)(x) of this Plan, the terms of outstanding Awards may not be amended to reduce the exercise
price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs
with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval. Notwithstanding
the foregoing, without the consent of an affected Participant, no Board or Committee action pursuant to this Section 7(a)
may materially or adversely affect the rights of such Participant under any previously granted and outstanding Award.


 


(b) Amendments to Awards. Subject
to Section 7(a) hereof and any express restrictions in the Plan and the Non-Employee Stock Incentive Plan concerning the acceleration
of the vesting of Awards, the Committee may accelerate or waive any conditions or rights under, amend any terms of, or alter any
Award theretofore granted, provided that, subject to Section 7(c) below, no change in any Award shall materially adversely
affect the rights of a Participant under the Award without the consent of such Participant. Notwithstanding the foregoing, and
subject to Section 7(c) below, unless otherwise determined by the Committee, no acceleration of the terms of payment of any
Award that provides for a deferral of compensation under the Non-Qualified Deferred Compensation Rules shall be authorized if such
acceleration would subject a Participant to additional taxes under the Non-Qualified Deferred Compensation Rules.


 






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(c) Amendments to Preserve or Achieve
Tax Treatment and Comply with Law. Notwithstanding Section 7(b) hereof, the Board or the Committee may amend or alter
any terms of any outstanding Award as it deems advisable in order to preserve or achieve its intended tax treatment or to comply
with applicable law, provided that such amendments or alterations shall result in substantially equivalent value to the affected
Participants.


 


(d) Substantially Equivalent Value.
With respect to amendments, alterations, or adjustments of any Award, “substantially equivalent value” may be determined
without consideration of any tax consequences of the amendment, alteration, or adjustment.


 


SECTION 8. General Provisions.


 


(a) No rights to Awards. No Participant
or other Person shall have any claim to be granted any Award, there is no obligation for uniformity of treatment of Participants,
or holders or beneficiaries of Awards and the terms and conditions of Awards need not be the same with respect to each recipient.


 


(b) Tax Matters.


 


(i)       The
Company or any Subsidiary are, to the extent permitted by applicable law, authorized to withhold from any Award, from any payment
of cash due or issuance or transfer of Shares made under any Award or from any compensation or other amount owing to a Participant
the amount (in cash, Shares, or other property) equal to any applicable taxes for which the Company or Subsidiary is or may be
held liable (or which the Company or Subsidiary, as applicable, reasonably believes it is or may be held liable) in respect of
the Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under the Award and to take such other action
as may be necessary in the opinion of the Company or Subsidiary to satisfy all of its obligations for the payment of such taxes.
In addition, the Committee may provide, in an Award Agreement, that the Participant may direct the Company to satisfy such Participant’s
tax withholding obligations through the withholding of Shares otherwise to be acquired upon the exercise or payment of such Award;
provided, that, in such case, the number of Shares that shall be so withheld shall be limited to the number of Shares having
an aggregate Fair Market Value on the date of withholding equal to the aggregate amount of such tax withholding obligations determined
based on an amount that is up to the applicable maximum statutory tax withholding requirements; provided, that the exercise
of such discretion by the Committee would not cause an Award otherwise classified as an equity award under ASC Topic 718 to be
classified as a liability award under ASC Topic 718.


 


(ii)       To
the extent permitted by applicable law, the Committee may upon grant of an Award specify that a U.K. Participant will be required
as a condition of exercise or vesting at or before the time of exercise or vesting of the Award to enter into an agreement with
the Company or any of its Affiliates, as applicable, to allow the Company or any of its Affiliates, as applicable, to recover any
applicable Class 1 (secondary) employer’s National Insurance contributions liability relating to the exercise or vesting
of the Award or to enter into a joint election with the Company or any of its Affiliates, as applicable, that such National Insurance
contributions liability shall be borne by the Participant.


 


(iii)       The
Committee may upon grant of an Award direct that a Participant will be required as a condition of exercise or vesting at or before
the time of exercise or vesting of the Award to enter into such tax elections, in such manner and in such time periods, as the
Company or relevant Subsidiary may reasonably require.


 


(iv)       Notwithstanding
any provision of this Plan, each Participant is solely responsible and liable for the satisfaction of all taxes and penalties of
any kind and with respect to any tax jurisdiction that may be imposed on or for the account of such Participant in connection with
the Plan.


 


(c) No Right to Employment or Retention.
The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any
Subsidiary or under any other service contract with the Company or any Subsidiary, or to remain on the Board. Further, the Company
or a Subsidiary may at any time dismiss a Participant from employment or terminate any contractual agreement or relationship with
any Consultant, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, in any Award
Agreement or any other agreement or contract between the Company or a Subsidiary and the affected Participant. If a Participant’s
employer ceases to be a Subsidiary, such Participant’s Award or Awards shall continue in full force and effect as if the
Participant’s employer were still a Subsidiary, unless and until the Committee, within its discretion, adjusts the Participant’s
Award or Awards in any of the manners described in Section 6(j)(x)(A) through (D) hereof.


 


(d) Governing Law. The validity,
construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with
the laws of the State of Delaware and applicable federal law, without application of the conflicts of law principles thereof.


 


(e) Severability. If any provision
of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person
or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If such amendment or striking
of such provision adversely affects the value of the Award, the Committee shall cause appropriate action to be taken to provide
the affected Participant with substantially equivalent value to the Award in question.


 






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(f) Other Laws. The Committee may
refuse to issue or transfer any Shares or other consideration under an Award, permit the exercise of an Award and/or the satisfaction
of its tax withholding obligation in the manner elected by the Participant, holder or beneficiary if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other consideration, the manner of exercise or satisfaction
of the tax withholding obligation might violate any applicable law or regulation, including without limitation, the Sarbanes-Oxley
Act, or entitle the Company to recover the same under section 16(b) of the Exchange Act, and any payment tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded or refused,
as the case may be, to the relevant Participant, holder or beneficiary. It is the intent of the Company that the grant of any Awards
to or other transaction by a Participant who is subject to section 16 of the Exchange Act shall be exempt from such section
pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant) and,
if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 as then applicable
to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 so that such Participant shall avoid liability under section 16(b) of the Exchange Act.


 


(g) No Trust or Fund Created. Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a right to
receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any
general unsecured creditor of the Company or any Subsidiary. This Plan shall not constitute an “employee benefit plan”
for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


(h) Section 409A. With respect
to any Award that is subject to section 409A of the Code, notwithstanding anything in the Plan or the Award Agreement to the
contrary such Award shall be construed as necessary to comply with the Non-Qualified Deferred Compensation Rules, including, but
not limited to, (i) compensation under such Award may not be distributed earlier than as permitted in section 409A(2)
of the Code, (2) the time or schedule of payment of such Award may not be accelerated except as provided in the Treasury regulations
under section 409A, and (3) no compensation under such Award may be deferred at the Participant’s election or by
the Company except as permitted by Code section 409A. Notwithstanding the preceding sentence or any provision in the Plan
or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Non-Qualified
Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest
under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed
until the earlier of (A) the date of the Participant’s death, or (B) the date that is six months after the Participant’s
 “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A
Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A
Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment
Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date.


 


(i) No Fractional Shares. No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities,
or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be cancelled, terminated, or otherwise eliminated.


 


(j) Headings. Headings are given
to the Section and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 


(k) Undertakings of Certain Subsidiaries.
The Subsidiaries who otherwise agree to the terms of the Plan shall, upon request of the Company, fund the cash portion of any
Award for a Participant who is an Employee or Consultant of such Subsidiary.


 


(l) Clawback. This Plan is subject
to any written clawback policies the Company, with the approval of the Board, may adopt. Any such policy may subject a Participant’s
rights and benefits under this Plan to reduction, cancellation, forfeiture or recoupment if certain specified events or wrongful
conduct occur, including but not limited to an accounting restatement due to the Company’s material noncompliance with financial
reporting regulations or other events or wrongful conduct specified in any such clawback policy, adopted to conform to the Dodd-Frank
Wall Street Reform and Consumer Protection Act and rules promulgated thereunder by the SEC, and that the Company determines should
apply to this Plan.


 


(m) Establishment of Sub-Plans. The
Committee may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky,
securities or tax laws of various jurisdictions. The Committee will establish such sub-plans by adopting supplements or appendices
to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as it deems necessary or
desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as it deems necessary or
desirable. All such supplements or appendices so established will be deemed to be part of the Plan, but each supplement or appendix
will apply only to Participants within the affected jurisdiction (as determined by the Committee).


 






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SECTION 9. Data Protection.


 


(a)       The
Company and the Committee may process certain Personal Data (whether provided in any documents that the Participant completes in
order to participate in the Plan or sourced from the Participant’s employment with the Company or any Subsidiaries) about
Participants in connection with the Plan. For the purpose of this Section 9, references to the “Company” shall
include any Subsidiary and/or Company Affiliate that employs the Participant from time to time). This Section 9 sets out:


 


(i)       the
Personal Data that the Company and the Committee will hold; and


 


(ii)       the
purposes for which the Company and the Committee will hold and use that Personal Data.


 


(b)       A
Participant shall be required to disclose Personal Data in order to receive an Award. Disclosure may occur pursuant to an Award
Agreement or in connection with the administrative processes used by the Company in order to populate the Award Agreement and administer
the Award. If a Participant does not disclose the Personal Data which is required by the Company or the Committee in order to comply
with the Plan, the Company and the Committee may not be able to grant an Award to the Participant.


 


(c)       The
Company and the Committee may collect, use and process Personal Data about a Participant in order to administer or otherwise give
effect to the Plan including for the following purposes:


 


(i)            to
correspond with the Participant and discuss the Plan with the Participant;


 


(ii)           to
carry out the Participant’s obligations arising from any contracts entered into between the Participant, the Committee and/or
the Company;


 


(iii)          holding, administering and maintaining Participant records, including, but not limited to,
details of the Participant’s Awards;


 


(iv)         to
support and assist any third parties with whom the Committee or the Company may share the Personal Data of Participants to manage
and administer the Plan;


 


(v)          to
manage and administer the relationship between the Participant and the Committee and the Company;


 


(vi)         to
comply with legal obligations of the Company and the Committee and to comply with instructions the Company and the Committee may
receive from any regulatory bodies or tax authorities;


 


(vii)        to
provide information to the Company, the Committee, trustees of any employee benefit trust, registrars, brokers or any administrators
of the Plan; and


 


(viii)       to
provide information to bona fide prospective purchasers or merger partners of the Company (including advisers to such prospective
purchasers or merger partners), or the business in which the Participant works.


 


(d)      The
Company and the Committee may, in order to administer or otherwise give effect to the Plan, from time to time share the Personal
Data of Participants with:


 


(i)           any
Company Affiliate or any Subsidiary of the Company that does not employ the Participant;


 


(ii)           advisers,
brokers or registrars engaged by the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company that
does not employ the Participant; and/or


 


(iii)         any
third parties that provide services to the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company
that does not employ the Participant.


 


(e)      The
Company and the Committee will process the Personal Data of Participants in order to:


 


(i)            pursue
their legitimate interests of administering, or otherwise giving effect to, the Plan; and/or


 


(ii)          fulfill
their respective obligations as necessary for the performance of a contract with the Participant (or another Person), or in preparation
of entering into a contract with the Participant (or another Person).


 


(f)       The
Committee will not retain any Personal Data of Participants relating to the Plan. Any Personal Data of Participants relating to
the Plan will be stored by the Company until termination of the Plan.


 


(g)       Where
the Company and/or the Committee share with, or transfer to, any person the Personal Data of Participants and that person is located
outside the European Economic Area, the Company and/or the Committee will ensure that there are in place adequate safeguards for
such information, including, entering into model contract clauses which have been approved by the European Commission. Copies of
such agreements can be obtained by request from Ian Hornby at the Company.


 






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(h)       The
privacy compliance manager for the Company (and contact details) are: Ian Hornby (email: Ian_Hornby@venatorcorp.com; telephone:
+44 (0)1740 608 446.


 


(i)       Participants
have a number of rights in respect of the use by the Company and the Committee of their Personal Data. These include:


 


(i)           the
right to object to direct marketing;


 


(ii)          the
right (subject to certain exclusions) to receive a copy of Personal Data held by the Committee and the Company; and


 


(iii)         from
25 May 2018, the following rights:


 


(A)       the
right to be forgotten;


 


(B)       the
right to restrict the use of his/her Personal Data by the Company and the Committee;


 


(C)       the
right to object to the way his/her Personal Data is used; and


 


(D)       the
right to object to profiling and automated decision making.


 


Participants who would like any further information
about their rights or how to exercise them, should contact Ian Hornby.


 


(j)       Participants
who are unhappy about the use of Personal Data by the Company or the Committee may make a complaint to the Information Commissioner.
Further information can be found at https://ico.org.uk.


 


SECTION 10. Effective Date of Plan.


 


This Plan constitutes an amendment and restatement
of the Venator Materials 2017 Stock Incentive Plan initially adopted by the Board on August 1, 2017 and approved by the Company’s
shareholders on August 1, 2017 (the “Existing Plan”). This amended and restated Plan was adopted
by the Board on April 28, 2020 and will become effective on the Restatement Effective Date.


 


This amended and restated Plan shall be
submitted for the approval of the Company’s shareholders within 12 months after the date of the Board’s adoption
of this amended and restated Plan. If this amended and restated Plan is not approved by the Company’s shareholders, this
amended and restated Plan shall not become effective and the Existing Plan shall continue in full force and effect in accordance
with its terms.


 


SECTION 11. Term of the Plan.


 


No Award shall be granted under this Plan,
as amended and restated, prior to the Restatement Effective Date. If so approved, the Plan will expire on, and no Award (including
any Incentive Stock Option) may be granted pursuant to the Plan on or after the earliest of (i) April 28, 2030, (ii) the
date the Board terminates the Plan, and (iii) the date Shares are no longer available for Awards under the Plan. However,
unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination,
and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions
or rights under such Award, shall extend beyond such termination date.


 






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ANNEX A


VENATOR MATERIALS


2017 STOCK INCENTIVE PLAN


NON-EMPLOYEE STOCK INCENTIVE PLAN


(AS AMENDED AND RESTATED EFFECTIVE JUNE
18, 2020)


 


SECTION 1. Purpose of the Non-Employee Stock Incentive
Plan.


 


This Annex to the Venator Materials 2017
Stock Incentive Plan (as amended from time to time) (“Annex A” or the “Non-Employee
Stock Incentive Plan”) governs the grant of Awards to (1) Directors and (2) Consultants.


 


SECTION 2. Definitions.


 


As used in the Non-Employee Stock Incentive
Plan, the following terms shall have the meanings set forth below:


 


“Affiliate” means,
with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled
by or is under common control with, the Person in question. As used herein, the term “control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Award”
shall mean an Option, Restricted Stock Award, Performance Award, Phantom Share, SAR, Bonus Stock Award, Dividend Equivalent, Substitute
Award, or Other Stock-Based Award.


 


“Award Agreement”
shall mean any written or electronic agreement, contract, instrument, or document evidencing any Award, which may, but need not,
be executed or acknowledged by a Participant and shall also include any other written instrument (including any employment, severance,
change of control or similar agreement or arrangement) that establishes any terms, conditions, restrictions and/or limitations
applicable to Awards in addition to those established by this Non-Employee Stock Incentive Plan and by the Committee’s exercise
of its administrative powers, including any such instrument entered into prior to or following the Effective Date.


 


“Board” shall
mean the Board of Directors of the Company.


 


“Bonus Stock”
shall mean Ordinary Shares granted as a bonus pursuant to Section 6(f) hereof.


 


“Change of Control”
shall mean: (a) with respect to an Award that is subject to section 409A of the Code, the occurrence of any event which
constitutes a change of control under section 409A of the Code, including any regulations promulgated pursuant thereto; and
(b) with respect to any other Award, the occurrence of any of the following events: (i) the acquisition by any “person,”
as such term is used in sections 13(d) and 14(d) of the Exchange Act, other than the Company, an Affiliate of the Company
or a Company employee benefit plan, of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s
then outstanding securities entitled to vote generally in the election of directors; or (ii) the consummation of a reorganization,
merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which Persons
who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction
do not, immediately thereafter, own more than 20% of the combined voting power entitled to vote generally in the election of directors
of the reorganized, merged or consolidated company’s then outstanding voting securities in substantially the same proportions
as their ownership immediately prior to such event; or (iii) the sale or disposition by the Company of all or substantially
all the Company’s assets (other than any such sale or disposition involving solely the Company and one or more Persons that
are “affiliates” of the Company (within the meaning of Rule 12b-2 under the Exchange Act)); or (iv) a change
in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors; or (v) the
approval by the Board or the stockholders of the Company of a complete or substantially complete liquidation or dissolution of
the Company; or (c) with respect to all Awards: (i) a court-sanctioned compromise or arrangement between the Company
and its shareholders under section 899 of the U.K. Companies Act 2006, resulting in a change of Control of the Company; (ii) the
obtaining by any Person (or group of Persons acting in concert) of Control of the Company as the result of making a general offer
to (A) acquire all of the issued Ordinary Share capital of the Company, which is made on a condition that, if it is satisfied,
such acquiring Person or Persons, as applicable, will have Control of the Company or (B) acquire all of the shares in the
Company which are of the same class as the Ordinary Shares; (iii) any Person (or group of Persons acting in concert) becoming
bound or entitled under Sections 979 to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another
jurisdiction) to acquire shares of the same class as the Ordinary Shares.


 


“Code” shall mean
the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder.


 






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“Committee” shall
mean the Board or any committee of the Board designated, from time to time, by the Board to act as the Committee under the Non-Employee
Stock Incentive Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist
solely of two or more directors, each of whom shall be a Qualified Member.


 


“Companies Act”
shall mean the U.K. Companies Act of 2006, as amended.


 


“Consultant” shall
mean any individual who is not an Employee or a Director and who provides consulting, advisory or other similar services to the
Company or a Subsidiary.


 


“Control” shall
have the same meaning as in section 995 of the U.K. Income Tax Act 2007.


 


“Director” shall
mean any member of the Board who is not an Employee.


 


“Dividend Equivalent”
shall mean a right, granted under Section 6(g) hereof, to receive cash, Ordinary Shares, other Awards or other property equal
in value to dividends paid with respect to a specified number of shares of Ordinary Shares, or other periodic payments.


 


“Employee” shall
mean any employee (whether or not also an officer) of the Company or a Subsidiary (having, for this purpose, the meaning given
to it in Section 1159 of the Companies Act).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder.


 


“Fair Market Value”
shall mean, as of any applicable date, the closing sales price for a Share on the New York Stock Exchange (or such other national
securities exchange which constitutes the principal trading market for the Shares) for the applicable date as reported by such
reporting service approved by the Committee; provided, however, that if Shares shall not have been quoted or traded
on such applicable date, Fair Market Value shall be determined based on the last preceding date on which they were quoted or traded,
or, if deemed appropriate by the Committee, in such other manner as it may determine to be appropriate, including in accordance
with the Non-Qualified Deferred Compensation Rules. In the event the Ordinary Shares are not publicly traded at the time a determination
of its Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by
the Committee, taking into account all factors the Committee deems appropriate, including without limitation the Non-Qualified
Deferred Compensation Rules.


 


“Incentive Stock Option”
or “ISO” shall mean an Option intended to qualify as an “incentive stock option” under section 422
of the Code or any successor provision thereto.


 


“Incumbent Directors”
shall mean directors who either (A) are directors of the Company as of the Effective Date, or (B) are elected, or nominated
for election, thereafter to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination
is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board or (ii) a plan or agreement to replace a majority of the then Incumbent Directors.


 


“Non-Employee Stock Incentive
Plan” shall mean this Annex A, as amended from time to time.


 


“Non-Qualified Deferred Compensation
Rules” shall mean the limitations or requirements of section 409A of the Code and the guidance and regulations
promulgated thereunder.


 


“Non-Qualified Stock Option”
or “NQO” shall mean an Option granted under Section 6(a) of the Non-Employee Stock Incentive Plan
that is not intended to be an Incentive Stock Option.


 


“Option” shall
mean an option entitling the holder to acquire Shares upon payment of the exercise price. Only Non-Qualified Stock Options may
be granted under the Non-Employee Stock Incentive Plan.


 


“Other Stock-Based Award”
shall mean an Award granted under Section 6(i) of the Non-Employee Stock Incentive Plan.


 


“Participant”
shall mean any Consultant or Director who was granted an Award under the Non-Employee Stock Incentive Plan that remains outstanding.


 


“Performance Award”
shall mean any right granted under Section 6(c) of the Non-Employee Stock Incentive Plan.


 


“Person” shall
mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.


 


“Personal Data”
shall mean any personal information that could identify a Participant, including but not limited to, the Participant’s date
of birth, home address, telephone number, e-mail address, National Insurance number (or equivalent), Awards under the Non-Employee
Stock Incentive Plan or awards under any other employee share scheme operated by the Company.


 


“Phantom Shares”
shall mean the right to receive Shares or cash equal to the Fair Market Value of such Shares, or any combination thereof, as determined
by the Committee, at the end of a specified deferral period (which may or may not be coterminous with the Restricted Period of
the Award), which is granted pursuant to Section 6(d) of the Non-Employee Stock Incentive Plan.


 






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“Plan” shall mean
the Venator Materials 2017 Stock Incentive Plan as assumed and adopted by the Company and amended from time to time.


 


“Qualified Member”
shall mean a member of the Committee who is a “nonemployee director” within the meaning of Rule 16b-3(b)(3) and
otherwise meets the requirements under applicable law and the stock exchange on which the Ordinary Shares are then traded.


 


“Restatement Effective Date”
shall mean the date the Plan shall become effective and shall be coincident with the approval of the Plan at the 2020 Annual General
Meeting of Shareholders scheduled to take place on June 18, 2020.


 


“Restricted Period”
shall mean the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant.


 


“Restricted Stock”
shall mean any Share, prior to the lapse of restrictions thereon, granted under Section 6(b) of the Non-Employee Stock Incentive
Plan.


 


“Rule 16b-3”
shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.


 


“SAR” shall mean
a stock appreciation right granted under Section 6(e) of the Non-Employee Stock Incentive Plan that entitles the holder to
receive the excess of the Fair Market Value of a Share on the relevant date over the exercise price of such SAR, with the excess
paid in cash and/or in Shares in the discretion of the Committee, subject to the limitation on cash payments in Section 4(d).


 


“SEC” shall mean
the Securities and Exchange Commission, or any successor thereto.


 


“Shares” or “Ordinary
Shares” shall mean the ordinary shares in the capital of the Company, $0.001 par value per share.


 


“Subsidiary” shall
mean, except as where noted otherwise herein, any entity (whether a corporation, partnership, joint venture, limited liability
company or other entity) in which the Company owns a majority of the voting power of the entity directly or indirectly, and any
other entity in which the Company has an economic interest that is designated by the Committee as a Subsidiary for purposes of
the Non-Employee Stock Incentive Plan, except in the case of Options or SARs that are intended to comply with Treasury regulation 1.409A-1(b)(5)(i),
in which case the term Subsidiary shall mean an entity in a chain of entities in which each entity has a “controlling interest”
in another entity in the chain, starting with the Company.


 


“Substitute Award”
shall mean an Award granted pursuant to Section 6(h) of the Non-Employee Stock Incentive Plan.


 


“U.K. Participant”
shall mean a Participant the grant of an Award to whom or the exercise of an Award by whom is subject to taxation in the United
Kingdom.


 


“U.S. Participant”
shall mean a Participant the grant of an Award to whom or the exercise of an Award by whom is subject to taxation in the United
States.


 


SECTION 3. Administration.


 


(a) General. The Non-Employee Stock
Incentive Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the
members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the
members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of the Non-Employee Stock Incentive
Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Non-Employee
Stock Incentive Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms
and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method
or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) interpret and administer the
Non-Employee Stock Incentive Plan and any instrument or agreement relating to an Award made under the Non-Employee Stock Incentive
Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Non-Employee Stock Incentive Plan; (viii) amend any Award under the Non-Employee Stock
Incentive Plan as provided in Section 7(b) hereof; and (ix) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Non-Employee Stock Incentive Plan. Unless otherwise expressly
provided in the Non-Employee Stock Incentive Plan, all designations, determinations, interpretations, and other decisions under
or with respect to the Non-Employee Stock Incentive Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company and any of its Affiliates
and Subsidiaries, any Participant, any holder or beneficiary of any Award, any stockholder and any other Person. The Committee
may, subject to any applicable law, regulatory, securities exchange or other similar restrictions, delegate to one or more officers
of the Company the authority to grant Awards to Consultants who are not, and whose family members are not, subject to section 16(b)
of the Exchange Act (for this purpose “family members” include the brothers or sisters (whether by whole or half blood),
spouse, ancestors, or lineal descendants of the Consultant, and any spouse of any of the foregoing). The Committee may impose such
limitations and restrictions, in addition to any required limitations or restrictions, as the Committee may determine in its sole
discretion. Any Award granted pursuant to such a delegation shall be subject to all of the provisions of the Non-Employee Stock
Incentive Plan concerning such Award.


 






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(b) Participants in Non-U.S. Jurisdictions.
Notwithstanding any provision of the Non-Employee Stock Incentive Plan to the contrary, to comply with applicable laws in countries
other than the United States in which the Company or any of its Affiliates or Subsidiaries operates or has employees, directors
or other service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign
securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of
the Company’s Affiliates or Subsidiaries shall be covered by the Non-Employee Stock Incentive Plan; (ii) determine which
Eligible Persons outside the United States are eligible to participate in the Non-Employee Stock Incentive Plan; (iii) modify
the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws
or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached
to the Non-Employee Stock Incentive Plan as appendices), provided, however, that no such sub-plans and/or modifications
shall increase the share limitations contained in Section 4(a) below without the approval of the Company’s shareholders
(to the extent required by applicable law and listing requirements); and (v) take any action, before or after an Award is
granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements
of any such foreign securities exchange. For purposes of the Non-Employee Stock Incentive Plan, all references to foreign laws,
rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other
than the United States or a political subdivision thereof.


 


SECTION 4. Shares Available for Awards.


 


(a) Shares Available. Subject to
adjustment as provided in Section 4(c) hereof, the number of Shares that may be issued with respect to Awards (including pursuant
to the exercise of Incentive Stock Options under the Plan) under the Plan and the Non-Employee Stock Incentive Plan shall be 17,750,000
Ordinary Shares. To the extent an Award has been or is settled with the delivery of Shares, such Shares shall not be available
for issuance under future Awards under the Plan and the Non-Employee Stock Incentive Plan. If an Award is surrendered, exchanged,
forfeited, settled in cash or otherwise lapses, expires, terminates or is canceled without the actual delivery of Shares, including
(i) Shares forfeited with respect to Restricted Stock that are not acquired into the Company’s treasury shares or are
cancelled, (ii) Shares repurchased by the Company in accordance with Section 6(b) of the Plan and the Non-Employee Stock
Incentive Plan at the same price paid by the Participant; or (iii) the number of Shares withheld or surrendered in payment
of any exercise or purchase price of an Award or taxes relating to Awards, then the Shares covered by such Award, to the extent
of such surrender, exchange, forfeiture, expiration, lapse, termination, cancellation or payment in cash, shall again be Shares
that may be issued with respect to Awards granted under the Plan and the Non-Employee Stock Incentive Plan.


 


(b) Sources of Shares Deliverable Under
Awards. Any Shares delivered pursuant to an Award may, to the extent permitted by the laws of England and Wales, consist in
whole or in part of authorized and unissued Shares, or shares held by a trust or affiliated entity specifically set up to warehouse
available Shares.


 


(c) Anti-dilution Adjustments. With
respect to any “equity restructuring” event (such as a stock dividend, stock split, reverse stock split or similar
event with respect to Shares) that could result in an additional compensation expense to the Company pursuant to the provisions
of the Financial Accounting Standards Board, Accounting Standards Codification, Topic 718—Stock Compensation, as the same
may be amended or superseded from time to time (“ASC Topic 718”), if adjustments to Awards with respect
to such event were discretionary, the Committee shall equitably adjust the number and type of Shares (or other securities or property)
covered by each outstanding Award and the terms and conditions, including the exercise price and performance criteria (if any),
of such Award to equitably reflect such restructuring event. With respect to any other similar event that would not result in an
ASC Topic 718 accounting charge if the adjustment to Awards with respect to such event were subject to discretionary action, the
Committee shall have complete discretion to adjust Awards in such manner as it deems appropriate with respect to such other event.
In the event the Committee makes any adjustment pursuant to the foregoing provisions of this Section 4(c), the Committee shall
make a corresponding and proportionate adjustment to the maximum number and the type of Shares (or other securities or property)
with respect to which Awards may be granted under the Plan and the Non-Employee Stock Incentive Plan after such event as provided
in Section 4(a) and the individual participant annual grant limits with respect to Awards (other than dollar-denominated Awards)
as provided in Section 4(d) hereof. Any such adjustments pursuant to this Section 4(c) shall be evidenced by written
addendums to the Non-Employee Stock Incentive Plan and Award Agreements prepared by the Company.


 






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(d) Individual Participant Limits; Non-Employee
Director Limits. Subject to adjustment as provided in Section 4(c), Awards under the Non-Employee Stock Incentive Plan
shall be subject to the limits set forth in Section 4(d) of the Plan. In addition, notwithstanding any provision to the contrary
in the Plan or the Non-Employee Stock Incentive Plan, the sum of any cash compensation, or other compensation, and the value (determined
as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any
successor thereto) of Awards granted to an Eligible Person as compensation for services as a non-employee Director during any calendar
year of the Company may not exceed $750,000 (increased to $1,000,000 in the calendar year of a non-employee Director’s initial
service as a non-employee Director), as measured based on U.S. dollar-denominated values and where necessary converted into any
other currency in which a non-employee Director is remunerated at the prevailing exchange rate on the applicable grant date (in
the case of equity compensation) or payment date (in the case of cash compensation). The Committee may make exceptions to this
limit for individual non-employee Directors in extraordinary circumstances, as the Committee may determine in its discretion.


 


SECTION 5. Eligibility.


 


Any Consultant or Director shall be eligible
to be designated a Participant by the Committee. Awards may also be granted under an Annex or sub-plan to the Non-Employee Stock
Incentive Plan.


 


SECTION 6. Awards.


 


(a) Options. Subject to the provisions
of the Non-Employee Stock Incentive Plan, the Committee shall have the authority to determine Consultants and Directors to whom
Options shall be granted, the number of Shares to be covered by each Option, the exercise price therefor and the conditions and
limitations applicable to the exercise of the Option, including the applicable Restricted Period and/or performance objectives,
if any, and the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that
are not inconsistent with the provisions of the Non-Employee Stock Incentive Plan.


 


(i) Exercise Price. The
exercise price per Share purchasable under an Option shall be determined by the Committee at the time the Option is granted; provided,
however, that except with respect to a Substitute Award, the exercise price shall not be less than the Fair Market Value
per Share on the effective date of such grant, and provided, further, however, that the exercise price of
any Option, including a Substitute Award, shall not be lower than the par value per Share on the effective date of such grant.


 


(ii) Time and Method of Exercise.
The Committee shall determine and provide in the Award Agreement the time or times at which an Option may be exercised in whole
or in part, and the method or methods by which, and the form or forms (which may include, without limitation, cash, check acceptable
to the Company, Shares already-owned by the Participant, a “cashless-broker” exercise (through procedures approved
by the Company), other securities or other property, a note (to the extent permitted by applicable law), a withholding or “netting”
of Shares from the Option if it is not an Incentive Stock Option, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which payment of the exercise price with respect thereto may be made or
deemed to have been made. An Option may not be exercised on or after the earliest of the following to take place:


 


(A)       the
date falling 10 years following grant;


 


(B)       the
expiry of the period of six months following a Change of Control falling within paragraphs c(i) or (ii) of its definition;
and


 


(C)       the
expiry of the period during which any Person (or groups of Persons acting in concert) is bound or entitled under Sections 979
to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the
same class as the Ordinary Shares.


 


(iii) Forfeiture. Unless
otherwise specified in the applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries, whether voluntary or involuntary (and including without limitation termination on account of death, disability, or
retirement), all such Participant’s Options as to which the Restricted Period has not elapsed as of the date of termination
shall be forfeited, and all such Participant’s Options as to which the Restricted Period has elapsed as of the date of termination
shall remain exercisable for the period of time set forth in the Award Agreement, after which time any such Options which remain
unexercised shall be forfeited. However, the Committee may, when it finds that a waiver would be in the best interests of the Company,
waive in whole or in part any or all remaining restrictions with respect to a Participant’s Options.


 


(b) Restricted Stock. The Committee
shall have the authority to grant Awards of Restricted Stock to Consultants and Directors upon such terms and conditions as the
Committee may determine, including any provision that is required by Section 6(j)(vi) of this Non-Employee Stock Incentive
Plan.


 


(i) Terms and Conditions.
Each Restricted Stock Award shall be subject to the fulfillment during the Restricted Period of such conditions, including performance
objectives, if any, as the Committee may specify at the date of grant, which conditions may lapse separately or in combination
at such times, under such circumstances, in such installments or otherwise, as the Committee may determine. During the Restricted
Period, the Participant shall have such rights of ownership in or with respect to the Restricted Stock as set forth in the Award
Agreement, subject to Section 6(b)(ii) below concerning dividends.


 






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(ii) Dividends. Unless
otherwise specified in the applicable Award Agreement, dividends and distributions made with respect to a share of Restricted Stock
shall be held by the Company in a bookkeeping account for the Participant (credited either as cash (without interest) or as Phantom
Shares). Dividends and distributions with respect to an award subject to vesting or forfeiture restrictions shall be subject to
the same vesting and forfeiture restrictions as the share of Restricted Stock with respect to which such dividends and distributions
are made.


 


(iii) Registration. Any
Restricted Stock may be evidenced in such manner as the Committee shall deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted
Stock granted under the Non-Employee Stock Incentive Plan, such certificate shall be registered in the name of the Participant
and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


 


(iv) Forfeiture. Unless
otherwise specified in the applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries during an applicable Restricted Period, all Restricted Stock subject to such Restricted Period shall (at the direction
of the Company) be transferred by the Participant to the Company (in the case only where no price was paid by the Participant for
such Restricted Stock) or to a person nominated by the Company at a cash price per share equal to the price paid by the Participant
for such Restricted Stock or such other amount as may be specified in the applicable Award Agreement. Notwithstanding the foregoing,
the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or
all remaining forfeiture and other restrictions with respect to such Participant’s Restricted Stock.


 


(v) Transfer Restrictions.
During the Restricted Period, Restricted Stock will be subject to such limitations on transfer as necessary to comply with section 83
of the Code if section 83 is applicable to such award and the Participant is a U.S. Participant.


 


(c) Performance Awards. The Committee
shall have the authority to determine the Consultants and Directors who shall receive a Performance Award, pursuant to which the
right of such individual to receive a grant, or to exercise or receive settlement, of any Award available under this Non-Employee
Stock Incentive Plan, and the timing thereof, may be subject to performance objectives as specified by the Committee. In addition,
a Performance Award may be denominated as a cash amount at the time of grant and confer on the Participant the right to receive
payment upon the achievement of such performance objectives during such Restricted Periods as the Committee shall establish with
respect to the Award.


 


(i) Terms and Conditions.
Subject to the terms of the Non-Employee Stock Incentive Plan (including, without limitation, Section 6(j)(vi) of the Non-Employee
Stock Incentive Plan) and any applicable Award Agreement, the Committee shall determine the performance objectives to be achieved
during the applicable Restricted Period, the length of the Restricted Period, the number of Shares or the amount of cash subject
to any Performance Award and the amount of any payment to be made upon achievement of the performance objectives applicable to
any Performance Award.


 


(ii) Payment of Performance
Awards. Performance Awards are earned as of the date the Committee determines the applicable performance objectives have been
satisfied. Performance Awards may be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump sum or
in installments promptly as of or following the date the Committee determines the applicable performance objectives have been satisfied,
in accordance with procedures established by the Committee with respect to such Award. The Committee may exercise its discretion
to reduce or increase the amounts payable under any Performance Awards.


 


(iii) Forfeiture. Unless
otherwise specified in the applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries during the applicable Restricted Period, whether voluntary or involuntary (and including without limitation termination
on account of death, disability, or retirement), all Performance Awards shall be forfeited by the Participant. However, the Committee
may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining
restrictions with respect to such Participant’s Performance Award.


 


(d) Phantom Shares. The Committee
shall have the authority to grant Awards of Phantom Shares to Consultants and Directors upon such terms and conditions as the Committee
may determine, including any provision that is required by Section 6(j)(vi) of this Non-Employee Stock Incentive Plan.


 


(i) Terms and Conditions.
Each Phantom Share Award shall constitute an agreement by the Company to issue a specified number of Shares or pay an amount of
cash equal to the Fair Market Value of a specified number of Shares, or a combination thereof, to the Participant in the future,
subject to the fulfillment during the Restricted Period of such conditions, including performance objectives, if any, as the Committee
may specify at the date of grant. The Participant shall not have any rights of ownership in or with respect to the Phantom Shares.
Phantom Shares shall be earned upon the lapse of the Restricted Period and shall be settled upon expiration of a specified deferral
period (which may or may not be coterminous with the Restricted Period). The Committee shall cause the corresponding number of
Shares to be issued or transferred, or shall cause the corresponding amount to be paid promptly thereafter. The Company may also
grant Phantom Share Awards in the form of “restricted stock unit” awards.


 






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(ii) Dividend Equivalents.
Unless otherwise specified in the applicable Award Agreement, with respect to a Phantom Share, the economic equivalent of all dividends
and other distributions paid on a Share during the Restricted Period shall be credited by the Company in a cash bookkeeping account
(without interest) or in additional Phantom Shares. Dividend equivalents with respect to a Phantom Share award subject to vesting
and forfeiture restrictions shall be subject to the same vesting and forfeiture restrictions as the related Phantom Share.


 


(iii) Forfeiture. Unless
otherwise provided in an applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries during the applicable Restricted Period, all Phantom Shares subject to such Restricted Period shall be forfeited by
the Participant. Notwithstanding the foregoing, the Committee may, when it finds that a waiver would be in the best interests of
the Company, waive in whole or in part any or all remaining forfeiture and other restrictions with respect to such Participant’s
Phantom Shares.


 


(e) SARs. The Committee shall have
the authority to determine the Consultants and Directors to whom SARs shall be granted, the number of SARs to be granted, the exercise
price and the conditions and limitations applicable to the exercise of the SAR, including the applicable Restricted Period and/or
performance objectives, if any, and the following terms and conditions and such additional terms and conditions, as the Committee
shall determine, that are not inconsistent with the provisions of the Non-Employee Stock Incentive Plan (including Section 6(j)(vi)
of the Non-Employee Stock Incentive Plan). SARs may be granted in tandem with or separately from an Option.


 


(i) Exercise Price. The
exercise price per SAR shall be determined by the Committee at the time the SAR is granted, but, except with respect to a Substitute
Award, shall not be less than the Fair Market Value per Share on the effective date of such grant.


 


(ii) Time of Exercise.
The Committee shall determine and provide in the Award Agreement the time or times at which an SAR may be exercised in whole or
in part. The maximum term for an SAR shall be 10 years.


 


(iii) Method of Payment.
Unless provided in the Award Agreement, the Committee shall determine, in its discretion, whether the SAR shall be paid in cash,
shares of Ordinary Shares or a combination thereof.


 


(iv) Forfeiture. Unless
otherwise provided in an applicable Award Agreement, upon a Participant’s termination of service with the Company and its
Subsidiaries, whether voluntary or involuntary (and including without limitation termination on account of death, disability, or
retirement), all such Participant’s SARs as to which the Restricted Period has not elapsed as of the date of termination
shall be forfeited, and all such Participant’s SARs as to which the Restricted Period has elapsed as of the date of termination
shall remain exercisable for the period of time set forth in the Award Agreement, after which time any such SARs which remain unexercised
shall be forfeited. However, the Committee may, when it finds that a waiver would be in the best interests of the Company, waive
in whole or in part any or all remaining restrictions with respect to a Participant’s SARs.


 


(f) Bonus Stock. The Committee is
authorized to grant Ordinary Shares as a bonus, or to grant Ordinary Shares or other Awards in lieu of obligations to pay cash
or deliver other property under this Non-Employee Stock Incentive Plan or under other plans or compensatory arrangements, provided
that, in the case of Participants subject to section 16 of the Exchange Act, the amount of such grants remains within the
discretion of the Committee to the extent necessary to ensure that acquisitions of Bonus Stock or other Awards are exempt from
liability under section 16(b) of the Exchange Act. Bonus Stock or other Awards granted hereunder shall be subject to such
other terms as shall be determined by the Committee, including Section 6(j)(vi) of the Non-Employee Stock Incentive Plan.
In the case of any grant of Ordinary Shares to an officer of the Company or any of its Subsidiaries in lieu of salary or other
cash compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee.


 


(g) Dividend Equivalents. The Committee
is authorized to grant Dividend Equivalents to Consultants and Directors entitling the Participant to receive cash, Ordinary Shares,
other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Ordinary Shares,
or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (but
shall not be granted in respect of Options or Stock Appreciation Rights). The Committee may provide that Dividend Equivalents shall
be paid or distributed when accrued or shall be deemed to have been reinvested in additional Ordinary Shares, Awards, or other
investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify.
Notwithstanding the foregoing, Dividend Equivalents with respect to an Award subject to vesting conditions shall only be paid to
the Participant to the extent that the vesting conditions are subsequently satisfied.


 






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(h) Substitute Awards. Awards may
be granted under the Non-Employee Stock Incentive Plan in substitution of similar awards held by individuals who become Consultants
and Directors as a result of a merger, consolidation or acquisition by the Company or a Subsidiary of another entity or the assets
of another entity. Such Substitute Awards, if an Option or SAR, may have an exercise price less than the Fair Market Value of a
Share on the date of such substitution, to the extent necessary to preserve the value of the award, and will become exercisable
upon the lapse of the Restricted Period. Such Substitute Awards, if Restricted Stock or Phantom Shares, shall be earned by the
Participant, and promptly issued, transferred, or paid, upon the lapse of the Restricted Period or other specified deferral period.


 


(i) Other Stock-Based Award. The
Committee may also grant to Consultants and Directors an Other Stock-Based Award, which shall consist of a right which is an Award
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares as is deemed
by the Committee to be consistent with the purposes of the Non-Employee Stock Incentive Plan, which may include convertible or
exchangeable debt securities, other rights convertible or exchangeable into Ordinary Shares, purchase rights for Ordinary Shares,
Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and
Awards valued by reference to the book value of Ordinary Shares or the value of securities of or the performance of specified Subsidiaries
of the Company. Subject to the terms of the Non-Employee Stock Incentive Plan, the Committee shall determine the terms and conditions,
including any vesting terms and/or performance objectives, of any such Other Stock-Based Award. Cash awards, as an element of or
supplemental to any other Award under this Non-Employee Stock Incentive Plan, may also be granted pursuant to this Section 6(i).


 


(j) General.


 


(i) Award Agreements. An
Award Agreement may be delivered to each Participant to whom an Award is granted. The terms of the Award Agreement shall be as
determined by the Committee, so long as they are consistent with the Non-Employee Stock Incentive Plan.


 


(ii) Awards May Be Granted
Separately or Together. Subject to Section 7(a) hereof, Awards may, in the discretion of the Committee, be granted either
alone or in addition to, or in tandem with, or in substitution or exchange for, any other Award granted under the Non-Employee
Stock Incentive Plan or any award granted under any other plan of the Company or any Subsidiary. Such additional, tandem and substitute
or exchanged Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee
shall require the surrender of such other Award in consideration for the grant of the new Award.


 


(iii) Limits on Transfer of
Awards.


 


(A)       Except
as provided in paragraph (C) below, each Award, and each right under any Award, shall be exercisable only by the Participant
during the Participant’s lifetime, or if permissible under applicable law, by the Participant’s guardian or legal representative
as determined by the Committee.


 


(B)       Except
as provided in paragraph (C) below or in a qualified domestic relations order, no Award and no right under any such Award
may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant in any manner (whether
for value or other consideration) other than by will or by the laws of descent and distribution, and any such purported prohibited
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
any Subsidiary.


 


(C)       To
the extent specifically approved in writing by the Committee, an Award may be transferred to immediate family members or related
family trusts, limited partnerships or similar family entities on such terms and conditions as the Committee may establish or approve.


 


(iv) Terms of Awards, Minimum
Vesting. The term of each Award shall be for such period as may be determined by the Committee, provided the term of an Option
and SAR shall be limited as provided in Sections 6(a)(ii) hereof and (iii) and Section 6(e)(ii) hereof, respectively.
The minimum vesting or forfeiture restriction period with respect to Awards that are Options, SARs or other Awards for which a
Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market
Value of the Stock determined as of the date of grant shall be one year, provided that, the Committee shall have the authority
to provide that such minimum vesting restrictions may lapse or be waived upon a Change in Control and in the event of a Participant’s
termination of employment or service or death or disability; provided, that the foregoing one-year minimum vesting or forfeiture
restriction period shall not apply to the grant of any such Awards with respect to an aggregate number of Shares that does not
exceed 5% of the total share pool specified in Section 4(a)(1) hereof and (b).


 


(v) Share Certificates.
All certificates for Shares or other securities of the Company or any Subsidiary delivered under the Non-Employee Stock Incentive
Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Non-Employee Stock Incentive Plan or the rules, regulations, and other requirements of the
SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or state laws, and
the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 






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(vi) Consideration for Awards.
Awards may be granted for no cash consideration or for such consideration as the Committee determines, including, without limitation,
such minimal cash consideration as may be required by applicable law or regulation. In the event that the Committee determines
that an applicable law or regulation requires a Participant to provide consideration to the Company in connection with the grant,
vesting or settlement of an Award, the Award Agreement shall set forth the terms and conditions of such consideration required
of the Participant, which shall not be greater than the par value per Share underlying the Award. Such consideration shall be paid
by the Participant in cash, or the Company may deduct the applicable amount from other cash compensation owed to the Participant.


 


(vii) Delivery of Shares or
other Securities and Payment by Participant of Consideration. No Shares or other securities shall be delivered pursuant to
any Award until payment in full of any amount required to be paid pursuant to the Non-Employee Stock Incentive Plan or the applicable
Award Agreement (including, without limitation, any exercise price or tax withholding) is received by the Company. Such payment
may be made by such method or methods and in such form or forms as the Committee shall determine, including, without limitation,
cash, Shares, other securities, other Awards or other property, withholding of Shares, cashless exercise with simultaneous sale,
or any combination thereof, provided that the combined value, as determined by the Committee, of all cash and cash equivalents
and the Fair Market Value of any such Shares or other property so tendered to the Company, as of the date of such tender, is at
least equal to the full amount required to be paid pursuant to the Non-Employee Stock Incentive Plan or the applicable Award Agreement
to the Company.


 


(viii) Performance Criteria.
The Committee may establish performance goals applicable to Awards. Such criteria may include, but are not limited to, one or more
of the following: (A) earnings per share; (B) revenues; (C) cash flow; (D) cash flow returns; (E) free
cash flow; (F) operating cash flow; (G) net cash flow; (H) working capital; (I) return on net assets; (J) return
on assets; (K) return on investment; (L) return on capital; (M) return on equity; (N) economic value added;
(O) gross margin; (P) contribution margin; (Q) operating margin; (R) net income; (S) pretax earnings;
(T) pretax earnings before interest, depreciation and amortization (“EBITDA”); (U) pretax earnings
after interest expense and before incentives, service fees, and extraordinary or special items; (V) operating income; (W) total
stockholder return; (X) Share price; (Y) book value; (Z) enterprise value; (AA) debt reduction; (BB) costs or expenses;
(CC) objective safety measures (including recordable incident rates and lost time incident rates); (DD) objective environmental
measures (including gas releases); (EE) sales; (FF) market share; (GG) objective productivity measures; (HH) revenue or earnings
per employee; (II) objective measures related to implementation or completion of significant projects or processes; (JJ) significant
and objective strategic business criteria, consisting of one or more objectives based on meeting specified market penetration,
geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation,
information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons;
and (KK) significant and objective individual criteria, including any of the foregoing performance goals, the implementation of
policies and plans, the negotiation of transactions, the development of long-term business goals, formation of joint ventures,
research or development collaborations, and the completion of other corporation transactions. Such goals (other than stock price
and earnings per share) may be expressed in terms of the Company, a Subsidiary, a parent, department, division, business unit,
or product, as determined by the Committee, and may be absolute, relative to one or more other companies, or relative to one or
more indexes. A performance goal need not be based upon an increase or positive result under a business criterion and may, for
example, be based upon limiting economic losses or maintaining the status quo. Which factor or factors to be used with respect
to any grant, and the weight to be accorded thereto if more than one factor is used, shall be determined by the Committee, in its
sole discretion, at the time of grant. The Committee may, in its sole discretion, (A) appropriately adjust any evaluation
of performance under a performance goal to eliminate the effects of charges for restructurings, discontinued operations, extraordinary
items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to the disposal of
a segment of a business or related to a change in accounting principle, all as determined in accordance with applicable accounting
provisions, as well as the cumulative effect of accounting changes, in each case as determined in accordance with generally accepted
accounting principles or identified in the Company’s financial statements or notes to the financial statements; and (B) appropriately
adjust any evaluation of performance under a performance goal to exclude any of the following that occurs during the applicable
performance period: (1) asset write-downs, (2) litigation, claims, judgments or settlements, (3) the effect of changes
in tax law or other such laws or provisions affecting reported results, (4) accruals for reorganization and restructuring
programs, or (5) accruals of any amounts for payment under this Non-Employee Stock Incentive Plan or any other compensation
arrangement maintained by the Company.


 


(ix) Change of Control.
Unless otherwise provided for in an Award Agreement and subject to Section 6(j)(x) below, upon a Change of Control, all then-outstanding
Awards shall vest in accordance with Section 6(j)(ix)(A) below, except to the extent that another Award meeting the requirements
of Section 6(j)(ix)(B) hereof (a “Replacement Award”) is provided to the Participant to replace
such Award (the “Replaced Award”).


 


(A) Change of Control Vesting.
Upon a Change of Control, a Participant’s then-outstanding Awards that are not vested and (1) as to which vesting depends
solely on the satisfaction of a service obligation by the Participant to the Company or any Subsidiary shall become fully vested;
or (2) as to which vesting depends upon the satisfaction of one or more performance objectives shall immediately vest and
all performance objectives shall be calculated based on either, as determined by the Committee in its sole discretion, (a) actual
performance against the stated performance objectives as of the date of the Change of Control or (b) deemed target performance
pro-rated based on the number of days elapsed in the applicable performance period until the date of the Change of Control.


 






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(B) Replacement Awards. An
Award shall meet the conditions of this Section 6(j)(ix)(B) (and hence qualify as a Replacement Award) if: (1) it is
of the same type as the Replaced Award (or, it is of a different type than the Replaced Award, provided that the Committee, as
constituted immediately prior to the Change of Control, finds such type acceptable); (2) it has an intrinsic value at least
equal to the value of the Replaced Award; (3) it relates to publicly traded equity securities of the Company or its successor
in the Change of Control or another entity that is affiliated with the Company or its successor following the Change of Control;
(4) its terms and conditions comply with the terms of this Section 6(j)(ix)(B) set forth below; and (5) its other
terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change of Control). Without limiting the generality of the foregoing,
the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are
satisfied. The determination of whether the conditions of this Section 6(j)(ix)(B) are satisfied shall be made by the Committee,
as constituted immediately before the Change of Control, in its sole discretion. Without limiting the generality of the foregoing,
the Committee may determine the value of Awards and Replacement Awards that are stock options or stock appreciation rights by reference
to either their intrinsic value or their fair value. Upon an involuntary termination of service of a Participant occurring at any
time following the Change of Control, other than for cause, all Replacement Awards held by the Participant (a) as to which
vesting depends solely on the satisfaction of a service obligation by the Participant to the Company or any Subsidiary shall become
fully vested; or (b) as to which vesting depends upon the satisfaction of one or more performance objectives shall immediately
vest and all performance objectives shall be calculated based on either, as determined by the Committee in its sole discretion,
(i) actual performance against the stated performance objectives as of the date of the Change of Control or (ii) deemed
target performance pro-rated based on the number of days elapsed in the applicable performance period until the date of the Change
of Control.


 


(x) Unusual Transactions or
Events. In the event of any distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
reorganization, merger, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other corporate
transaction or event or any unusual or nonrecurring transactions or events (including without limitation a Change of Control) affecting
the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable
laws, regulations or accounting principles, and whenever the Committee determines that action is appropriate in order to prevent
the dilution or enlargement of the benefits or potential benefits intended to be made available under the Non-Employee Stock Incentive
Plan or with respect to any Award under the Non-Employee Stock Incentive Plan, to facilitate such transactions or events or to
give effect to such changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms and conditions
as it deems appropriate, may take any one or more of the following actions (unless the discretion to take such action would cause
a 162(m) Award to not qualify as “performance-based compensation” under section 162(m) of the Code if intended
to so qualify):


 


(A)       To
provide for either (i) the termination of any such Award in exchange for an amount of cash, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance
of doubt, if as of the date of the occurrence of such transaction or event the Committee determines in good faith that no amount
would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may
be terminated by the Company without payment) or (ii) the replacement of such Award with other rights or property of substantially
equivalent value selected by the Committee in its sole discretion;


 


(B)       To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(C)       To
make adjustments in the number and type of shares of Ordinary Shares (or other securities or property) subject to outstanding Awards,
and in the number and kind of outstanding Awards and/or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding Awards and Awards which may be granted in the future, provided that, with respect to
outstanding Awards such adjustments shall result in substantially equivalent value to the affected Participants; and


 


(D)       To
provide that such Award shall be exercisable (within such period of time as the Committee may specify, for example, but not by
way of limitation, in connection with a Change of Control, the Committee may specify that unexercised, vested Options or SARs terminate
upon consummation of the Change of Control), or payable or fully vested with respect to all Shares covered thereby, notwithstanding
anything to the contrary in the Non-Employee Stock Incentive Plan or the applicable Award Agreement.


 






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Notwithstanding the foregoing, with respect to an above
event that is an “equity restructuring” event that would be subject to a compensation expense pursuant ASC Topic 718,
the provisions in Section 4(c) hereof shall control to the extent they are in conflict with the discretionary provisions of
this Section 6(j)(x).


 


SECTION 7. Amendment and Termination.


 


Except to the extent prohibited by applicable
law:


 


(a) Amendments to the Non-Employee Stock
Incentive Plan. The Board or the Committee may amend, alter, suspend, discontinue, or terminate the Non-Employee Stock Incentive
Plan without the consent of any stockholder, Participant, other holder or beneficiary of an Award, or other Person (but stockholder
approval will be required to the extent required by applicable law or listing requirements); provided, however, notwithstanding
any other provision of the Non-Employee Stock Incentive Plan or any Award Agreement, without the approval of the stockholders of
the Company no such amendment, alteration, suspension, discontinuation, or termination shall be made that would (i) increase
the total number of Shares that may be issued under Awards granted under the Non-Employee Stock Incentive Plan, except as provided
in Sections 4(c) and 6(j)(x) of the Non-Employee Stock Incentive Plan, (ii) increase the class of individuals eligible
to receive Awards under the Non-Employee Stock Incentive Plan or (iii) materially increase the benefits available under the
Non-Employee Stock Incentive Plan. In addition, except in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination, or exchange of shares) and except as provided in Section 6(j)(x) of this Non-Employee Stock
Incentive Plan, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or SARs
or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is less
than the exercise price of the original Options or SARs without stockholder approval. Notwithstanding the foregoing, without the
consent of an affected Participant, no Board or Committee action pursuant to this Section 7(a) may materially or adversely
affect the rights of such Participant under any previously granted and outstanding Award.


 


(b) Amendments to Awards. Subject
to Section 7(a) hereof and any express restrictions in the Non-Employee Stock Incentive Plan concerning the acceleration of
the vesting of Awards, the Committee may accelerate or waive any conditions or rights under, amend any terms of, or alter any Award
theretofore granted, provided that, subject to Section 7(c) below, no change in any Award shall materially adversely affect
the rights of a Participant under the Award without the consent of such Participant. Notwithstanding the foregoing, and subject
to Section 7(c) below, no acceleration of the terms of payment of any Award that provides for a deferral of compensation under
the Non-Qualified Deferred Compensation Rules shall be authorized if such acceleration would subject a Participant to additional
taxes under the Non-Qualified Deferred Compensation Rules.


 


(c) Amendments to Preserve or Achieve
Tax Treatment and Comply with Law. Notwithstanding Section 7(b) hereof, the Board or the Committee may amend or alter
any terms of any outstanding Award as it deems advisable in order to preserve or achieve its intended tax treatment or to comply
with applicable law, provided that such amendments or alterations shall result in substantially equivalent value to the affected
Participants.


 


(d) Substantially Equivalent Value.
With respect to amendments, alterations, or adjustments of any Award, “substantially equivalent value” may be determined
without consideration of any tax consequences of the amendment, alteration, or adjustment.


 


SECTION 8. General Provisions.


 


(a) No rights to Awards. No Participant
or other Person shall have any claim to be granted any Award, there is no obligation for uniformity of treatment of Participants,
or holders or beneficiaries of Awards and the terms and conditions of Awards need not be the same with respect to each recipient.


 


(b) Tax Matters.


 


(i)       To
the extent permitted by applicable law, the Committee may upon grant of an Award specify that a U.K. Participant will be required
as a condition of exercise or vesting at or before the time of exercise or vesting of the Award to enter into an agreement with
the Company or any of its Affiliates, as applicable, to allow the Company or any of its Affiliates, as applicable, to recover any
applicable Class 1 (secondary) employer’s National Insurance contributions liability relating to the exercise or vesting
of the Award or to enter into a joint election with the Company or any of its Affiliates, as applicable, that such National Insurance
contributions liability shall be borne by the Participant.


 


(ii)       The
Committee may upon grant of an Award direct that a Participant will be required as a condition of exercise or vesting at or before
the time of exercise or vesting of the Award to enter into such tax elections, in such manner and in such time periods, as the
Company or relevant Subsidiary may reasonably require.


 






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(iii)       Notwithstanding
any provision of the Non-Employee Stock Incentive Plan, each Participant is solely responsible and liable for the satisfaction
of all taxes and penalties of any kind and with respect to any tax jurisdiction that may be imposed on or for the account of such
Participant in connection with the Non-Employee Stock Incentive Plan.


 


(c) No Right to Continued Services or
Retention. The grant of an Award shall not be construed as giving a Participant the right to be retained in the service of
the Company or any Subsidiary or under any other service contract with the Company or any Subsidiary, or to remain on the Board.
Further, the Company or a Subsidiary may at any time dismiss a Participant from service or terminate any contractual agreement
or relationship with any Consultant, free from any liability or any claim under the Non-Employee Stock Incentive Plan, unless otherwise
expressly provided in the Non-Employee Stock Incentive Plan, in any Award Agreement or any other agreement or contract between
the Company or a Subsidiary and the affected Participant. If a Participant’s service recipient ceases to be a Subsidiary,
such Participant’s Award or Awards shall continue in full force and effect as if the Participant’s service recipient
were still a Subsidiary, unless and until the Committee, within its discretion, adjusts the Participant’s Award or Awards
in any of the manners described in Section 6(j)(x)(A) through (D) hereof.


 


(d) Governing Law. The validity,
construction, and effect of the Non-Employee Stock Incentive Plan and any rules and regulations relating to the Non-Employee Stock
Incentive Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law, without application
of the conflicts of law principles thereof.


 


(e) Severability. If any provision
of the Non-Employee Stock Incentive Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Non-Employee Stock Incentive Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if
it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the
Non-Employee Stock Incentive Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the
remainder of the Non-Employee Stock Incentive Plan and any such Award shall remain in full force and effect. If such amendment
or striking of such provision adversely affects the value of the Award, the Committee shall cause appropriate action to be taken
to provide the affected Participant with substantially equivalent value to the Award in question.


 


(f) Other Laws. The Committee may
refuse to issue or transfer any Shares or other consideration under an Award, permit the exercise of an Award and/or the satisfaction
of its tax withholding obligation in the manner elected by the Participant, holder or beneficiary if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other consideration, the manner of exercise or satisfaction
of the tax withholding obligation might violate any applicable law or regulation, including without limitation, the Sarbanes-Oxley
Act, or entitle the Company to recover the same under section 16(b) of the Exchange Act, and any payment tendered to the Company
by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded or refused,
as the case may be, to the relevant Participant, holder or beneficiary. It is the intent of the Company that the grant of any Awards
to or other transaction by a Participant who is subject to section 16 of the Exchange Act shall be exempt from such section
pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant) and,
if any provision of this Non-Employee Stock Incentive Plan or any Award Agreement does not comply with the requirements of Rule 16b-3
as then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform
to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under section 16(b) of the
Exchange Act.


 


(g) No Trust or Fund Created. Neither
the Non-Employee Stock Incentive Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Subsidiary and a Participant or any other Person. To the extent that any
Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater
than the right of any general unsecured creditor of the Company or any Subsidiary. This Non-Employee Stock Incentive Plan shall
not constitute an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended.


 


(h) Section 409A. With respect
to any Award that is subject to section 409A of the Code, notwithstanding anything in the Non-Employee Stock Incentive Plan
or the Award Agreement to the contrary such Award shall be construed as necessary to comply with the Non-Qualified Deferred Compensation
Rules, including, but not limited to, (i) compensation under such Award may not be distributed earlier than as permitted in
section 409A(2) of the Code, (2) the time or schedule of payment of such Award may not be accelerated except as provided
in the Treasury regulations under section 409A, and (3) no compensation under such Award may be deferred at the Participant’s
election or by the Company except as permitted by Code section 409A. Notwithstanding the preceding sentence or any provision
in the Non-Employee Stock Incentive Plan or an Award Agreement to the contrary, in the event that a “specified employee”
(as defined under the Non-Qualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject
to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such
payment or benefits is not delayed until the earlier of (A) the date of the Participant’s death, or (B) the date
that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred
Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit shall
not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that
would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest
on the Section 409A Payment Date.


 






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(i) No Fractional Shares. No fractional
Shares shall be issued or delivered pursuant to the Non-Employee Stock Incentive Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.


 


(j) Headings. Headings are given
to the Section and subsections of the Non-Employee Stock Incentive Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Non-Employee Stock Incentive Plan
or any provision thereof.


 


(k) Undertakings of Certain Subsidiaries.
The Subsidiaries who otherwise agree to the terms of the Non-Employee Stock Incentive Plan shall, upon request of the Company,
fund the cash portion of any Award for a Participant who is an Employee or Consultant of such Subsidiary.


 


(l) Clawback. This Non-Employee Stock
Incentive Plan is subject to any written clawback policies the Company, with the approval of the Board, may adopt. Any such policy
may subject a Participant’s rights and benefits under this Non-Employee Stock Incentive Plan to reduction, cancellation,
forfeiture or recoupment if certain specified events or wrongful conduct occur, including but not limited to an accounting restatement
due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified
in any such clawback policy, adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules promulgated
thereunder by the SEC, and that the Company determines should apply to this Non-Employee Stock Incentive Plan.


 


(m) Establishment of Sub-Plans. The
Committee may from time to time establish one or more sub-plans under the Non-Employee Stock Incentive Plan for purposes of satisfying
applicable blue sky, securities or tax laws of various jurisdictions. The Committee will establish such sub-plans by adopting supplements
or appendices to the Non-Employee Stock Incentive Plan setting forth (i) such limitations on the Committee’s discretion
under the Non-Employee Stock Incentive Plan as it deems necessary or desirable and (ii) such additional terms and conditions
not otherwise inconsistent with the Non-Employee Stock Incentive Plan as it deems necessary or desirable. All such supplements
or appendices so established will be deemed to be part of the Non-Employee Stock Incentive Plan, but each supplement or appendix
will apply only to Participants within the affected jurisdiction (as determined by the Committee).


 


SECTION 9. Data Protection.


 


(a)       The
Company and the Committee may process certain Personal Data (whether provided in any documents that the Participant completes in
order to participate in the Plan and the Non-Employee Stock Incentive Plan or sourced from the Participant’s employment with
the Company or any Subsidiaries) about Participants in connection with the Plan and the Non-Employee Stock Incentive Plan. For
the purpose of this Section 9, references to the “Company” shall include any Subsidiary and/or Company Affiliate
that employs the Participant from time to time). This Section 9 sets out:


 


(i)       the
Personal Data that the Company and the Committee will hold; and


 


(ii)       the
purposes for which the Company and the Committee will hold and use that Personal Data.


 


(b)      A
Participant shall be required to disclose Personal Data in order to receive an Award. Disclosure may occur pursuant to an Award
Agreement or in connection with the administrative processes used by the Company in order to populate the Award Agreement and administer
the Award. If a Participant does not disclose the Personal Data which is required by the Company or the Committee in order to comply
with the Plan and the Non-Employee Stock Incentive Plan, the Company and the Committee may not be able to grant an Award to the
Participant.


 


(c)      The
Company and the Committee may collect, use and process Personal Data about a Participant in order to administer or otherwise give
effect to the Plan and the Non-Employee Stock Incentive Plan including for the following purposes:


 


(i)           to
correspond with the Participant and discuss the Plan and the Non-Employee Stock Incentive Plan with the Participant;


 


(ii)          to
carry out the Participant’s obligations arising from any contracts entered into between the Participant, the Committee and/or
the Company;


 


(iii)         holding,
administering and maintaining Participant records, including, but not limited to, details of the Participant’s Awards;


 


(iv)         to
support and assist any third parties with whom the Committee or the Company may share the Personal Data of Participants to manage
and administer the Plan and the Non-Employee Stock Incentive Plan;


 


(v)          to
manage and administer the relationship between the Participant and the Committee and the Company;


 






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(vi)         to
comply with legal obligations of the Company and the Committee and to comply with instructions the Company and the Committee may
receive from any regulatory bodies or tax authorities;


 


(vii)        to
provide information to the Company, the Committee, trustees of any employee benefit trust, registrars, brokers or any administrators
of the Plan and the Non-Employee Stock Incentive Plan; and


 


(viii)       to
provide information to bona fide prospective purchasers or merger partners of the Company (including advisers to such prospective
purchasers or merger partners), or the business in which the Participant works.


 


(d)      The
Company and the Committee may, in order to administer or otherwise give effect to the Plan and the Non-Employee Stock Incentive
Plan, from time to time share the Personal Data of Participants with:


 


(i)           any
Company Affiliate or any Subsidiary of the Company that does not employ the Participant;


 


(ii)          advisers,
brokers or registrars engaged by the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company that
does not employ the Participant; and/or


 


(iii)         any
third parties that provide services to the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company
that does not employ the Participant.


 


(e)       The
Company and the Committee will process the Personal Data of Participants in order to:


 


(i)           pursue their legitimate interests of administering, or otherwise giving effect to, the Plan and the
Non-Employee Stock Incentive Plan; and/or


 


(ii)          fulfill
their respective obligations as necessary for the performance of a contract with the Participant (or another Person), or in preparation
of entering into a contract with the Participant (or another Person).


 


(f)       The
Committee will not retain any Personal Data of Participants relating to the Plan and the Non-Employee Stock Incentive Plan. Any
Personal Data of Participants relating to the Plan will be stored by the Company until termination of the Plan and the Non-Employee
Stock Incentive Plan.


 


(g)       Where
the Company and/or the Committee share with, or transfer to, any person the Personal Data of Participants and that person is located
outside the European Economic Area, the Company and/or the Committee will ensure that there are in place adequate safeguards for
such information, including, entering into model contract clauses which have been approved by the European Commission. Copies of
such agreements can be obtained by request from Ian Hornby at the Company.


 


(h)      The
privacy compliance manager for the Company (and contact details) are: Ian Hornby (email: Ian_Hornby@venatorcorp.com; telephone:
+44 (0)1740 608 446).


 


(i)       Participants
have a number of rights in respect of the use by the Company and the Committee of their Personal Data. These include:


 


(i)           the
right to object to direct marketing;


 


(ii)          the
right (subject to certain exclusions) to receive a copy of Personal Data held by the Committee and the Company; and


 


(iii)         from
25 May 2018, the following rights:


 


(A)       the
right to be forgotten;


 


(B)       the
right to restrict the use of his/her Personal Data by the Company and the Committee;


 


(C)       the
right to object to the way his/her Personal Data is used; and


 


(D)       the
right to object to profiling and automated decision making.


 


Participants who would like any further information
about their rights or how to exercise them, should contact Ian Hornby.


 


(j)       Participants
who are unhappy about the use of Personal Data by the Company or the Committee may make a complaint to the Information Commissioner.
Further information can be found at https://ico.org.uk.


 


SECTION 10. Effective Date of Plan.


 


This Non-Employee Stock Incentive Plan constitutes
an amendment and restatement of the Venator Materials 2017 Non-Employee Stock Incentive Plan initially adopted by the Board on
August 1, 2017 and approved by the Company’s shareholders on August 1, 2017 (the “Existing Non-Employee
Stock Incentive Plan”). This amended and restated Non-Employee Stock Incentive Plan was adopted by the Board on April 28,
2020 and will become effective on the Restatement Effective Date.


 






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This amended and restated Non-Employee Stock
Incentive Plan shall be submitted for the approval of the Company’s shareholders within 12 months after the date of
the Board’s adoption of this amended and restated Non-Employee Stock Incentive Plan. If this amended and restated Non-Employee
Stock Incentive Plan is not approved by the Company’s shareholders, this amended and restated Non-Employee Stock Incentive
Plan shall not become effective and the Existing Non-Employee Stock Incentive Plan shall continue in full force and effect in accordance
with its terms.


 


SECTION 11. Term of the Non-Employee Stock Incentive
Plan.


 


No Award shall be granted under this Non-Employee
Stock Incentive Plan, as amended and restated, prior to the Restatement Effective Date. If so approved, the Non-Employee Stock
Incentive Plan will expire on, and no Award (including any Incentive Stock Option) may be granted pursuant to the Plan on or after
the earliest of (i) April 28, 2030, (ii) the date the Board terminates the Non-Employee Stock Incentive Plan, and
(iii) the date Shares are no longer available for Awards under the Non-Employee Stock Incentive Plan. However, unless otherwise
expressly provided in the Non-Employee Stock Incentive Plan or in an applicable Award Agreement, any Award granted prior to such
termination, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under such Award, shall extend beyond such termination date. In the event the Plan is terminated,
the Non-Employee Stock Incentive Plan shall also terminate.


 






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