EX-4.1





 Exhibit 4.1 

NOBLE CORPORATION PLC 

2022 LONG-TERM INCENTIVE PLAN 

PART A 
 1.
Plan: Noble Corporation plc, a public limited company formed under the laws of England and Wales (the “Company”) established this Noble Corporation plc 2022 Long-Term Incentive Plan (the “Plan”) to be
effective as of September 30, 2022 (the “Effective Date”). 
 2. Purpose. The Plan is designed to align the
interests of eligible Participants with those of the Company’s shareholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Shares. The Plan is intended to assist the Company and its
Subsidiaries with attracting, retaining and motivating key personnel by rewarding them for the overall success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards under the Plan and thereby providing such
persons with a proprietary interest in the growth and performance of the Company and its Subsidiaries. 
 The Plan is composed of two parts,
which are to be treated as separate sub-plans. Part A sets out the terms and conditions of the sub-plan for the provision of Awards to Employees (as defined below) and
that shall be an employees’ share scheme for the purposes of Section 1166 of the UK Companies Act 2006. The terms and conditions of Part A are incorporated by reference in Part B, and apply to Part B except as expressly modified therein.

 Part B constitutes a sub-plan for the provision of Awards to Consultants and Non-Employee Directors (each as defined below) and/or any Employee who would be eligible under Part A if the proviso at the end of the definition of “Subsidiary” for purposes of Part A was inapplicable.
Part B is not intended to constitute an employees’ share scheme for the purposes of Section 1166 of the UK Companies Act 2006. 
 The purpose of
the UK Schedule is to provide for alterations and amendments to the Plan to facilitate participation in the Plan for Participants resident in the United Kingdom. The UK Schedule is part of the Plan, and is not a separate or distinct plan on its own.

 3. Definitions. As used in the Plan, the terms set forth below shall have the following respective meanings: 

“Authorized Officer” means the Chief Executive Officer, the General Counsel, or the senior human resources officer of the
Company (or any other senior officer of the Company to whom any of such individuals shall delegate the authority to execute any Award Agreement). 

“Award” means the grant of any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, other
Stock Award or Cash Award, any of which may be structured as a Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as the Committee may establish in
accordance with the objectives of the Plan. 
  












 “Award Agreement” means the document (in written or electronic form)
communicating the terms, conditions and limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made
available but not executed. Any Participant who is granted an Award and who does not affirmatively, and in writing delivered to the Committee (or its applicable delegate), reject the applicable Award and Award Agreement shall be deemed to have
accepted the terms of Award as embodied in the Award Agreement. 
 “Award Date” means the date an Award is granted to a
Participant pursuant to the Plan. 
 “Board” means the Board of Directors of the Company. 

“Cash Award” means an Award granted pursuant to Paragraph 8(e) of the Plan and payable in cash at such time or times
and subject to such terms and conditions as determined by the Committee in its sole discretion. 
 “Change in Control”
means a Change in Control as defined in Attachment 1 to Part A of the Plan. 
 “Code” means the United States
Internal Revenue Code of 1986, as amended from time to time. 
 “Committee” means (i) the Compensation Committee of
the Board, and any successor committee thereto, (ii) such other committee of the Board as may be designated by the Board to administer the Plan in whole or in part including any subcommittee of the Board as designated by the Board, or
(iii) the Board, as determined by the Board. 
 “Company” means Noble Corporation plc, a public limited company formed
under the laws of England and Wales. 
 “Consultant” means an individual providing services to the Company or any of its
Subsidiaries, other than an Employee or a Non-Employee Director. 
 “Disability”
means a medically determinable physical or mental impairment (1) that prevents an Employee from performing his or her employment duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not
less than twelve months as determined by the Committee, or (2) for which the Employee is eligible to receive disability income benefits under a long-term disability insurance plan maintained by the Company or a Subsidiary. Notwithstanding the
foregoing, if an Award is subject to Section 409A of the Code, the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i) to the extent necessary to
avoid the imposition of any tax by such Section 409A of the Code. 
 “Dividend Equivalents” means, in the case of an
Award comprising Restricted Stock Units, an amount equal to all dividends and other distributions (or the economic equivalent thereof (excluding, unless the Committee determines otherwise special dividends)) that are payable to shareholders of
record in respect of the relevant record dates that occur during the Restriction Period or period during which a Performance Goal must be achieved, as applicable, on a like number of Shares that are subject to the Award. 

  
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 “Effective Date” has the meaning set forth in Paragraph 1. 

“Employee” means a bona fide employee of the Company or any of its Subsidiaries and an individual who has agreed to become a
bona fide employee of the Company or any of its Subsidiaries and actually becomes such a bona fide employee following such date of agreement. 

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

“Exercise Price” means the price at which a Participant may exercise his or her right to receive cash or Shares, as
applicable, under the terms of an Award. 
 “Fair Market Value” means, as of a particular date, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder, 
  

	 	(1)	 if Shares are then listed or admitted to trading on the NYSE (or, if not admitted to trading on the NYSE, if
listed on a national securities exchange), the average of the reported high and low sales price per Share on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on the
NYSE (or, if applicable, on principal national securities exchange on which such Share is so listed or admitted to trading), or 


  

	 	(2)	 if the Shares are not then listed or admitted to trading on a national securities exchange, the fair market
value of a Share as determined in good faith by the Committee in accordance with any applicable requirements of Section 409A or 422 of the Code. 



“Incentive Stock Option” means an Option that is designated as such in the applicable Award Agreement and intended to comply
with the requirements set forth in Section 422 of the Code. 
 “Maximum Share Limit” has the meaning set forth in
Paragraph 5(a). 
 “Non-Employee Director” means an individual serving as a
member of the Board who is not an Employee or officer of the Company or any of its Subsidiaries (i.e., an individual elected or appointed to serve as a director of the Company by the Board or in such other manner as may be prescribed in the articles
of association of the Company). 
 “Nonqualified Stock Option” means an Option that is not intended to comply with the
requirements set forth in Section 422 of the Code, including any Option that is not specifically designated as an Incentive Stock Option. 

“Option” means a right to purchase a specified number of Shares at a specified Exercise Price, which is either an Incentive
Stock Option or a Nonqualified Stock Option. 

  
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 “Participant” means an individual to whom an Award has been made under the
Plan. 
 “Performance Award” means an Award made pursuant to the Plan to a Participant, which Award is subject to the
attainment of one or more Performance Goals or other established performance criteria, as applicable. 
 “Performance Goal”
means one or more standards established by the Committee under Paragraph 8(d) to determine in whole or in part whether a Performance Award shall be earned. 

“Permitted Assignee” has the meaning set forth in Paragraph 13. 

“Plan” means this Noble Corporation plc 2022 Long-Term Incentive Plan, as such plan may be amended from time to time. 

“Restricted Stock” means Shares allotted and issued or transferred pursuant to Paragraph 8 that are
restricted or subject to forfeiture provisions. 
 “Restricted Stock Award” means an Award in the form of Restricted Stock.

 “Restricted Stock Unit” or “RSU” means a unit that provides for the allotment and issuance, transfer,
or delivery of one Share or equivalent value in cash upon the satisfaction of the terms, conditions, and restrictions applicable to such Restricted Stock Unit. 

“Restricted Stock Unit Award” means an Award in the form of Restricted Stock Units. 

“Restriction Period” means a period of time beginning as of the date upon which a Restricted Stock Award or Restricted Stock
Unit Award is made pursuant to the Plan and ending as of the date upon which such Award is no longer restricted or subject to forfeiture provisions. 

“Share” means one Class A ordinary share of the Company, par value $0.00001 per share, or any stock or other security
hereafter allotted and issued or which may be allotted and issuable in substitution or exchange for a Share. 
 “Stock Appreciation
Right” or “SAR” means a right to receive a payment, in cash or by allotment and issuance, transfer, or delivery of Shares, equal to the excess of the Fair Market Value of a specified number of Shares on the date the right
is exercised over a specified Exercise Price. 
 “Stock Award” means an Award in the form of Shares, including, but not
limited to, a Restricted Stock Award or a Restricted Stock Unit Award that may be settled in Shares, but excluding Options and SARs. 

“Subsidiary” means (1) any corporation of which the Company directly or indirectly owns shares representing more than
50% of the combined voting power of the shares of all classes or series of capital stock of such corporation that have the right to vote generally on matters submitted to a vote of the shareholders of such corporation, and (2) in the case of a
partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting, capital or profits 

  
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interests (whether in the form of partnership interests, membership interests or otherwise); provided that, in the case of any entity that would otherwise fall within sub-paragraphs (1) or (2) of this definition, it shall only be a “Subsidiary” if it is also a “subsidiary” within the meaning of Section 1159 of the UK Companies Act 2006. 

“Trustee” means the trustee or trustees for the time being of any employee benefit trust established for the benefit of most
or all of the employees or former employees of the Company or its Subsidiaries or certain of their relatives. 
 4. Eligibility 

(a) Employees. All Employees are eligible for Awards under Part A the Plan, as applicable; provided, however, that if
the Committee makes an Award to an individual whom it expects to become employed following the Award Date of such Award, such Award shall be subject to (among other terms and conditions) the individual actually becoming employed by the Company or a
Subsidiary. 
 (b) Consultants and Non-Employee Directors. Consultants
and Non-Employee Directors are only eligible for Awards under Part B of the Plan. 
 5. Shares
Available for Awards. 
 (a) Available Shares. Subject to the provisions of Paragraph 14 hereof, the
maximum number of Shares that may be allotted and issued, transferred, or delivered pursuant to Awards under the Plan (including rights or Options that may be exercised for or settled in Shares) shall be 5,888,623 (the “Maximum Share
Limit”), all of which shall be available for Incentive Stock Options. Each Share subject to an Award granted under the Plan shall be counted against the Maximum Share Limit as 1 Share. Shares available under the Plan may be newly issued
Shares, Shares held in treasury by the Company or one or more subsidiaries of the Company, or Shares acquired by or allotted and issued or gifted to a Trustee. 

If an Award expires or is terminated, cancelled or forfeited, the Shares associated with the expired, terminated, cancelled or forfeited Awards
shall again be available for Awards under the Plan, and the Maximum Share Limit shall be increased by the same amount as such shares were counted against the Maximum Share Limit, it being understood that no increase or decrease shall be made to the
Maximum Share Limit with respect to an Award that can only be settled in cash. The following Shares shall not become available again for allotment and issuance, transfer, or delivery under the Plan: 

(i) Shares that are tendered or surrendered, or to which the right to require the Company to allot and issue, transfer or
deliver Shares is forfeited or surrendered, in payment of the Exercise Price of an Option; 
 (ii) Shares that are withheld
or delivered, or to which the right to require the Company to allot and issue, transfer or deliver Shares is forfeited or surrendered, to satisfy applicable tax withholding (for net exercise or net settlement purposes) or nominal value obligations;


  
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 (iii) Shares cancelled upon the exercise of a tandem SAR grant; 

(iv) Shares purchased on the open market with the proceeds of an Exercise Price payment with respect to an Option; and 

(v) Shares underlying a free-standing SAR grant, to the extent the number of such Shares exceeds the number of Shares actually
allotted and issued, transferred, or delivered upon exercise or settlement of such SAR. 
 No account shall be taken of any rights to
subscribe for Shares granted to a Trustee to the extent that the rights are granted solely to enable the Trustee to satisfy grants or awards that have already been taken into account for the purposes of this Paragraph 5(a) (i.e., so as to
avoid double counting). 
 The Committee may adopt reasonable counting procedures, consistent with the foregoing, to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustment if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award. 

The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that Shares are available for allotment and issuance, transfer, or delivery pursuant to Awards. 

(b) Substitute Awards. In connection with an entity’s merger or consolidation with the Company or any of its
Subsidiaries or the Company’s or any of its Subsidiaries’ acquisition of an entity’s property or stock, the Committee may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or
consolidation by such entity or its affiliate (“Substitute Awards”). Substitute Awards may be granted on such terms as the Committee deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not
count against Maximum Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count
against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any
Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grants pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the
consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such
Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not eligible Participants prior to such acquisition or combination. 

  
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 6. Administration. 

(a) Authority of the Committee. Except as otherwise provided in the Plan with respect to actions or determinations by
the Board, the Plan shall be administered by the Committee; provided, however, that (i) any and all members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists its
Shares; and (ii) Awards may be granted to individuals who are subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely of two or more “non-employee directors”
as defined in United States Securities and Exchange Commission Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute fulfilling the same or similar function). Subject to the
provisions hereof, the Committee shall have full and exclusive power and authority to administer the Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof
and any Awards granted hereunder. The Committee shall also have full and exclusive power to interpret the Plan and any Award Agreements thereunder and to adopt, amend and rescind such rules, regulations and guidelines for carrying out the Plan as it
may deem necessary or proper and make all determinations necessary or advisable in administering the Plan and any Award Agreements thereunder. Subject to Paragraph 6(c) hereof, the Committee may, in its discretion, (x) provide for the
extension of the exercisability of an Award, or (y) accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of the Plan or an
Award or otherwise amend or modify an Award in any manner that is, in either case, (1) not materially adverse to the Participant to whom such Award was granted, (2) consented to by such Participant or (3) authorized by Paragraph
14(d) hereof; provided, however, that no such action shall permit the term of any Option to be greater than 10 years from its Award Date. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable to further the Plan’s purposes. Any decision of the Committee in the interpretation and administration of the Plan and the Award
Agreements thereunder shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. Except as otherwise provided herein, the Board shall have the same powers as the Committee to the extent the
Board administers the Plan or a portion thereof. 
 (b) Indemnity. No member of the Board or the Committee or officer
of the Company to whom the Committee has delegated authority in accordance with the provisions of Paragraph 7 of the Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Board or the Committee or by
any officer of the Company in connection with the performance of any duties under the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company from any claim, loss, damage or expense (including counsel
fees) with respect to any such action or determination, except for his or her own willful misconduct or as expressly provided by statute. 

  
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 (c) Prohibition on Repricing of Awards. Subject to the provisions of
Paragraph 14 hereof, the terms of outstanding Award Agreements may not be amended without the approval of the Company’s shareholders so as to (i) reduce the Exercise Price of any outstanding Options or SARs or (ii) cancel or
substitute any outstanding Options or SARs for Options or SARs with a lower Exercise Price, cash or other Awards. 
 (d)
Expenses; Company Records. All expenses incident to the administration of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Subsidiaries. Records of the Company and its Subsidiaries
regarding a person’s period of employment or service, termination of employment or service and the reason therefor, leaves of absence and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be
incorrect. 
 7. Delegation. The Committee may delegate any of its duties under the Plan (including, but not limited to,
delegating by resolution to an Authorized Officer the authority to grant Awards) to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to
Participants subject to Section 16 of the Exchange Act in respect of the Company. Any such delegation hereunder shall only be made to the extent permitted by applicable law. 

8. Awards. 
 The Committee
shall determine the type or types of Awards to be made under the Plan and shall designate from time to time the individuals from among eligible Employees, Non-Employee Directors and Consultants who are to be
the recipients of such Awards under Part A and Part B of the Plan (as applicable). Each Award shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee, in its sole
discretion, and, if required by the Committee, shall be signed by the Participant to whom the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this Paragraph 8 and may be
granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under the Plan or any other plan of the Company or any of its Subsidiaries, including
the plan of any acquired entity; provided, however, that, except as contemplated in Paragraph 14 hereof, no Option or SAR may be issued in exchange for the cancellation of an Option or SAR with a higher Exercise Price nor may the
Exercise Price of any Option or SAR be reduced. All or part of an Award may be subject to conditions established by the Committee. 
 Upon
the termination of employment or service by a Participant, any unexercised, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement or in any other written agreement the Company has entered into with the
Participant, it being understood that the Committee may, in its sole and absolute discretion, prescribe additional terms, conditions, restrictions and limitations applicable to the Award, including without limitation rules pertaining to the
termination of employment or service by reason of death or Disability. Employment shall not be deemed to have ceased by reason of the transfer of employment, without interruption of service, between or among the Company and any of its Subsidiaries.


  
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 All rights to exercise an Option and any SARs that relate to such Option shall terminate six
months after the date the Participant’s termination of employment or service (or the remaining term of the Option if shorter), unless the Award Agreement or other written agreement provides otherwise in connection with any termination of
employment or service by reason of death or Disability. 
 Notwithstanding the foregoing, in the event of the termination of employment or
service of the Participant on account of fraud, dishonesty or other acts detrimental to the interests of the Company or an affiliate, the Option and any SARs that relate to such Option shall thereafter be null and void for all purposes. 

(a) Options. An Award may be in the form of an Option. An Option awarded pursuant to the Plan may consist of either an
Incentive Stock Option or a Nonqualified Stock Option; provided that Incentive Stock Options may be granted only to applicable Employees of the Company or a “parent corporation” or a “subsidiary corporation” of the Company (as
defined in Sections 424(e) and (f) of the Code, respectively). The Exercise Price of an Option shall be not less than the greater of the nominal value or the Fair Market Value of the Shares on the Award Date. The term of an Option shall not
exceed 10 years from the Award Date; provided that the period during which an Option may be exercised may be extended by the Committee or pursuant to procedures of the Committee if the last day of such period occurs at a time when the Company has
imposed a prohibition on trading of the Company’s securities in order to avoid violations of applicable federal, state, local or foreign law; provided further, that the period during which the Option may be extended is not more than 30 days
after the date on which such prohibition on trading is terminated. Options may not include provisions that “reload” the Option upon exercise. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any
Option, including, but not limited to, the term of any Option and the date or dates upon which the Option becomes vested and exercisable, shall be determined by the Committee. Any Award of Incentive Stock Options shall satisfy the $100,000 limit on
the aggregate Fair Market Value of Shares subject to Incentive Stock Options that may become exercisable for the first time by any individual during any calendar year, as determined under Section 422(d) of the Code. Any Award of Incentive Stock
Options to a 10-percent shareholder, as defined in Section 422(b)(6) of the Code shall meet the requirements of Section 422(c)(5) of the Code. The Award Agreement applicable to any Award intended to
qualify as an Incentive Stock Option shall so designate the Award as an Incentive Stock Option. 
 (b) Stock Appreciation
Rights. An Award may be in the form of a SAR. The Exercise Price for a SAR shall not be less than the greater of the nominal value or the Fair Market Value of the Shares on the Award Date. The holder of a tandem SAR may elect to exercise either
the Option or the SAR, but not both. The exercise period for a SAR shall extend no more than 10 years after the Award Date. SARs may not include provisions that “reload” the SAR upon exercise. Subject to the foregoing provisions, the
terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be determined by the Committee. 

  
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 (c) Stock Awards. An Award may be in the form of a Stock Award,
including a Restricted Stock Award, a Restricted Stock Unit Award or a Performance Award as further described below. The terms, conditions and limitations applicable to any Stock Award, including, but not limited to, vesting or other restrictions,
shall be determined by the Committee. To the extent otherwise required by, and subject to any provision of, any applicable law or regulation of any governmental authority or any national securities exchange, there shall not be any purchase price
charged for any Stock Award under the Plan. 
 (i) Restricted Stock Awards. The terms, conditions and limitations
applicable to a Restricted Stock Award, including, but not limited to, the Restriction Period and the rights to vote or receive dividends and other distributions with respect to the Shares subject to the Restricted Stock, if any, shall be determined
by the Committee. 
 (ii) Restricted Stock Unit Awards. The terms, conditions and limitations applicable to a
Restricted Stock Unit Award, including, but not limited to, the Restriction Period and the right to Dividend Equivalents, if any, shall be determined by the Committee. Subject to the terms of the Plan, the Committee, in its sole discretion, may
settle Restricted Stock Units in the form of cash or by the allotment and issuance of Shares (or in a combination thereof) equal to the value of the vested Restricted Stock Units. 

(d) Performance Awards. An Award may be in the form of a Performance Award. The terms, conditions and limitations
applicable to an Award that is a Performance Award shall be determined by the Committee. The Committee shall set Performance Goals and performance criteria (as applicable) in its discretion which, depending on the extent to which they are met, will
determine the value and/or amount of Performance Awards that will be paid out to the Participant and/or the portion of an Award that may be exercised. A “Performance Goal” means each goal established in writing by the Committee and
may include such criteria as may be selected by the Committee in its discretion. 
 (e) Cash Awards. The Committee may
from time to time grant Cash Awards to Participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in
its sole discretion. Cash Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate
the vesting of such Awards at any time in its sole discretion. The grant of a Cash Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder. 

  
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 9. Award Payment; Dividends and Dividend Equivalents. 

(a) General. Payment of Awards by the Company (or Trustee, as applicable) may be made in the form of cash or by the
allotment and issuance, transfer of delivery of Shares (evidenced by book-entry registration), or a combination thereof, and may include such restrictions as the Committee shall determine, including, but not limited to, in the case of Shares,
restrictions on transfer and forfeiture provisions. For a Restricted Stock Award, the certificates evidencing the shares of such Restricted Stock (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions
that describe the terms and conditions of the restrictions applicable thereto. For a Restricted Stock Unit Award that may be settled by the allotment and issuance, transfer or delivery of Shares, the Restricted Stock Units shall be evidenced by
book-entry registration or in such other manner as the Committee may determine. Any payment of cash or any allotment and issuance, transfer or delivery of Shares to the recipient of any Award, or to his or her legal representative, heir, legatee or
distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all applicable claims of such persons hereunder. The Committee may require any such person, as a condition precedent to such payment, to
execute a release and receipt therefor in such form as the Committee shall determine. 
 (b) Dividends and Dividend
Equivalents. Rights to (i) dividends or other distributions may be extended to and made part of any Restricted Stock Award and (ii) Dividend Equivalents may be extended to and made part of any Restricted Stock Unit Award, subject in
each case to such terms, conditions and restrictions as the Committee may establish as set forth in the Award Agreement thereto; provided, however, that such dividends and Dividend Equivalents shall be payable at the same time, and shall be subject
to the same conditions, that are applicable to the underlying Award. Accordingly, the right to receive such dividends and Dividend Equivalent payments shall be forfeited to the extent that the underlying Restricted Stock or RSUs do not vest, are
forfeited or are otherwise cancelled pursuant to such Award. Notwithstanding any provision herein to the contrary, dividends and/or Dividend Equivalents shall not be made part of any Options or SARs. 

10. Option and SAR Exercise. At any time, and from time to time, during the period when any Option and any SARs that relate to
such Option, or a portion thereof, are exercisable, such Option or SARs, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option or SAR that is partially exercised to be so exercised
with respect to at least a stated minimum number of Shares. Each exercise of an Option, or a portion thereof, shall be evidenced by a notice in writing to the Company. The Exercise Price shall be paid in full at the time of exercise in cash or, if
permitted by the Committee and elected by the Participant, the Participant may purchase such shares by means of surrendering, or otherwise forfeiting or surrendering the right to require the Company to allot and issue, transfer, or deliver Shares
with respect to which the Option is being exercised, or tendering Shares, valued at Fair Market Value on the date of exercise, or any combination of the foregoing methods, or otherwise entering into arrangements to pay the Exercise Price in a form
acceptable to the Company. The Committee, in its sole discretion, may determine acceptable methods for Participants to tender Shares, including tender by attestation of shares held by a 

  
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broker. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Shares issuable pursuant to an Award
(including cashless exercise procedures approved by the Committee involving a broker or dealer approved by the Committee). The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time; provided that
such rules and procedures are not inconsistent with the provisions of this Paragraph 10. 
 11. Taxes. The Company
shall have the right to require payment of applicable taxes, social security obligations and pension plan obligations (or similar charges) as a condition to settlement of any Award. The amount determined by the Committee to be due upon the grant or
vesting of any Award, or at any other applicable time, shall be paid in full at the time of exercise in cash or, if permitted by the Committee in its discretion, by means of surrendering, or otherwise forfeiting or surrendering the right to require
the Company to allot and issue, transfer, or deliver Shares with respect to the Award, or tendering Shares, valued at Fair Market Value on the date of exercise, or any combination of the foregoing methods, or otherwise entering into arrangements to
pay the withholding amount in a form acceptable to the Company. The Committee may take or require such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes and other charges;
provided, however, that to the extent a Participant surrenders Shares, or otherwise forfeits or surrenders the right to require the Company to allot and issue, transfer, or deliver Shares, the number of such Shares must equal in Fair Market Value no
more than the sum of (i) the amount of withholding due based on the withholding rate(s) applied by the Company, in its discretion, in accordance with the applicable withholding laws and regulations in effect at the time such withholding is
required, if at all, up to the maximum tax rate applicable to the Participant and (ii) such other charges. If Shares subject to the Award are used as set forth above to satisfy tax or other charges, such shares shall be valued based on the Fair
Market Value on the date as of which the amount of the tax or charges is determined. Other Shares tendered to pay taxes or charges will be valued based on the Fair Market Value on the date received by the Company. 

12. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate the Plan (and the
Committee may amend an Award Agreement) for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that: (a) no amendment or alteration that would materially adversely affect the
rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant, except to the extent that such action is required by, or is necessary to comply with, law or preserve the
intended tax treatment of such Award; (b) no amendment or alteration shall be made that would result in Part A of the Plan ceasing to be an employees’ share scheme for the purposes of Section 1166 of the UK Companies Act 2006; and
(c) no amendment or alteration shall be effective prior to its approval by the shareholders of the Company to the extent shareholder approval is otherwise required by applicable legal requirements or the requirements of the securities exchange
on which the Company’s stock is listed, including any amendment that expands the types of Awards available under the Plan, materially increases the number of Shares available for Awards under the Plan, materially expands the classes of persons
eligible for Awards under the Plan, materially extends the term of the Plan, materially changes the method of determining the Exercise Price of Options or SARs, deletes or limits any provisions of the Plan that prohibit the repricing of Options or
SARs, or decreases any minimum vesting requirements for any Stock Award. 

  
 12 













 13. Assignability. Unless otherwise determined by the Committee and expressly
provided for in an Award Agreement or except as provided below, no Award and no Shares subject to Awards that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned,
transferred, pledged or otherwise encumbered, other than by (a) will or the laws of descent and distribution (it being understood that such Award may, as applicable, be exercised during the life of the Participant only by the Participant or the
Participant’s guardian or legal representative), or (b) pursuant to a domestic relations order issued by a court of competent jurisdiction that is not contrary to the terms and conditions of the Plan or applicable Award and in a form
acceptable to the Committee. Notwithstanding the foregoing, a Participant may assign or transfer an Award with the consent of the Committee (i) for charitable donations, (ii) to the Participant’s spouse or former spouse, children or
grandchildren (including any adopted and stepchildren and grandchildren), (iii) a trust for the benefit of the Participant and/or the persons referred to in clause (ii), or (iv) a partnership or limited liability company whose only partners or
members include the Participant and/or the persons referred to in clause (ii) (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions
of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Committee evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions
of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Paragraph 13. Notwithstanding the foregoing, no Incentive Stock Option granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. 

14. Adjustments. 

(a) No Limit on Corporate Power. The existence of outstanding Awards shall not affect in any manner the right or power
of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the share capital of the Company or its business or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above. 

(b) Adjustments. If at any time while the Plan is in effect there shall be any increase or decrease in the number of
allotted and issued and outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a dividend in Shares or through any recapitalization, amalgamation, merger, demerger or
conversion or otherwise in which the Company is the surviving corporation, resulting in a split-up, combination or exchange of Shares of the Company, then and in each such event: 

(i) An appropriate adjustment shall be made in the Maximum Share Limit, to the end that the same proportion of the
Company’s allotted and issued and outstanding Shares shall continue to be subject to being optioned and awarded under the Plan; 

  
 13 













 (ii) Appropriate adjustment shall be made (x) in the number of Shares
and the Exercise Price per Share thereof then subject to purchase pursuant to each Option or Stock Appreciation Right previously granted and then outstanding, to the end that the same proportion of the Company’s allotted and issued and
outstanding Shares in each such instance shall remain subject to purchase at the same aggregate Exercise Price (provided that no adjustment may be made that shall reduce the Exercise Price per Share under Option below the nominal value per Share);
and (y) in the number of Shares then subject to each Stock Award previously awarded and then outstanding, to the end that the same proportion of the Company’s allotted and issued and outstanding Shares in each such instance shall remain
subject to allotment and issuance, transfer or delivery in settlement of such Award; and 
 (iii) In the case of Incentive
Stock Options, any such adjustments shall in all respects satisfy the requirements of Section 424(a) of the Code and the Treasury Regulations and other guidance promulgated thereunder. 

(c) Actions not Triggering Adjustments. Except as is otherwise expressly provided herein, the allotment and issuance by
the Company of shares of its capital securities of any class, or securities convertible into shares of capital securities of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares then subject to outstanding Awards or the
relevant purchase price with respect to any Option or SAR. For the avoidance of doubt, no adjustment will be made for issuances of common shares resulting from the exercise of warrants issued at the Effective Date. 

(d) Change in Control. Upon a Change in Control, the Committee, acting in its sole discretion without the consent or
approval of any Participant, shall effect one or more of the following alternatives, which may vary among individual Participants and which may vary among Awards held by any individual Participant: (i) provide for the substitution of a new
Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Committee determines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Section 424(a) of the Code
applies, (ii) provide for acceleration of the vesting and exercisability of, or lapse of restrictions, in whole or in part, with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the
Award that remains unexercised at the time of such transaction, or (iii) cancel any such Awards and to deliver to the Participants cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of
such Awards on the date of such event, which in the case of Options or Stock Appreciation Rights shall be the excess of the Fair Market Value of Shares on such date over the Exercise Price of such Award. 

  
 14 













 (e) Other Adjustments. In the event of any change in the
capitalization of the Company or a corporate change other than those specifically referred to in this Paragraph 14, the Committee, acting in its sole discretion without the consent or approval of any Participant and in a
manner consistent with Section 409A of the Code, may make such adjustments in the number and class of shares or other property subject to Options, Stock Appreciation Rights and Restricted Stock Units outstanding on the date on which such change
occurs and in any applicable Exercise Price as the Committee may consider appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent the Committee, acting in its sole discretion without the consent or approval of any
Participant, determines it is appropriate, the Committee may elect to cancel each or any Option, Stock Appreciation Right and Restricted Stock Unit outstanding immediately prior to such event (whether or not then exercisable), and, in full
consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, (A) for each Share subject to such Option or Stock Appreciation Right, respectively, equal to the excess of (i) the Fair Market
Value of a Share on the date of such cancellation over (ii) the applicable Exercise Price (B) for each Share subject to such Restricted Stock Unit equal to the Fair Market Value of a Share on the date of such cancellation. 

(f) Section 409A. No adjustment or substitution pursuant to this Paragraph 14 shall be made in a manner that
results in noncompliance with the requirements of Section 409A of the Code, to the extent applicable. 
 15. Restrictions.
No Shares or other form of payment shall be allotted and issued, transferred, or delivered with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such allotment and issuance, transfer, or delivery
will be in compliance with applicable federal and state securities laws and the rules of any applicable national securities exchange. Shares delivered under the Plan may be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the United States Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Shares are then listed or are admitted for
quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon certificates evidencing Shares (if any) to make appropriate reference to such restrictions. The Committee may, in its
discretion, condition the Company’s obligation to allot and issue, transfer or deliver Shares under the Plan upon its receipt from the person to whom such Shares are to be allotted and issued, transferred or delivered of an executed investment
letter containing such representations and agreements as the Company may determine to be necessary or advisable in order to enable the Company to allot, issue, transfer or deliver such Shares to such person in compliance with the United States
Securities Act of 1933 and other applicable federal, state or local securities laws or regulations. 
 16. Unfunded Plan. The
Plan is unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Shares or rights thereto under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall
not be required to segregate any assets that may at any time be represented by cash, Shares or rights thereto, nor shall the Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a
trustee of any cash, Shares or rights 

  
 15 













 
thereto to be granted under the Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Shares or rights thereto under the Plan shall be based solely
upon any contractual obligations that may be created by the Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the
Company, the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by the Plan. With respect to the Plan and any Awards granted hereunder, Participants are general and
unsecured creditors of the Company and have no rights or claims except as otherwise provided in the Plan or any applicable Award Agreement. 

17. Section 409A of the Code. 

(a) Interpretation. Awards made under the Plan are intended to be exempt from, and to the extent not exempt, to comply
with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would
result in the imposition of taxes under Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, if any Plan provision or Award under the Plan would result in the imposition of an additional tax under Section 409A of
the Code, that Plan provision or Award shall be reformed, to the extent permissible under Section 409A of the Code, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights
to an Award. To the extent applicable, each amount or benefit payable pursuant to the Plan and any Award Agreement shall be deemed a separate payment for purposes of Section 409A. The Committee shall use commercially reasonable efforts to
implement the provisions of this Section in good faith, but in no event does the Company, any Subsidiaries, the Committee, or the Board guarantee any particular tax outcome and the Participant is solely responsible for any tax, interest or any
penalty in connection with an Award, including any tax under Section 409A of the Code. 
 (b) Settlement of RSUs.
Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the
first calendar year in which the Award (or such portion thereof) is no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code. If the Committee determines that a Restricted Stock Unit Award
is intended to be subject to Section 409A of the Code, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Section 409A of the Code. 

(c) Specified Employees. If the Participant is identified by the Company as a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation §
1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A of the Code shall be paid or settled on the earliest of (i) as
soon as practicable after, but in no event more than ten days after, the first business day following the expiration of six months from the Participant’s separation from service, (ii) as soon as practicable after the date of the
Participant’s death, or (iii) such earlier date as complies with the requirements of Section 409A of the Code. 

  
 16 













 18. Awards to Foreign Nationals and Participants Outside the United States.
The Committee may, without amending the Plan, (a) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed or otherwise providing services outside the United States, or both, including
rules that differ from (but do not enlarge on) those set forth in the Plan, and (b) grant Awards to such Participants in accordance with those rules. 

19. Governing Law. The Plan and all determinations made and actions taken pursuant hereto, shall be undertaken by application of
the laws of the State of Texas, except to the extent Texas law is preempted by Federal law of the United States or the laws of England and Wales. 

20. Right to Continued Employment or Service. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way
the right of the Company or any of its Subsidiaries to terminate any Participant’s employment, or other service relationship with the Company or its Subsidiaries at any time, nor confer upon any Participant any right to continue in the capacity
in which he or she is employed or otherwise serves the Company or its Subsidiaries. 
 21. Nominal Value. The Nominal Value of
any Shares issued in connection with the Plan shall be paid in such manner as the Committee may determine. A Participant may be required by the Committee, in its discretion, or pursuant to procedures of the Committee, to pay the nominal value of any
Shares allotted and issued, transferred or delivered hereunder, it being understood that the provisions of Paragraph 10 (relating to payment of the Exercise Price of Options) shall apply mutatis mutandis in respect of any applicable payment
of nominal value. 
 22. Clawback. Notwithstanding anything to the contrary contained in the Plan, any Award shall be subject
to recovery or clawback by the Company under any clawback policy adopted by the Company whether before or after the date of grant of the Award. 

23. Rights of Third Parties. It is not intended that any of the terms of the Plan should be enforceable by any third party
pursuant to the UK Contract (Rights of Third Parties) Act 1999. 
 24. Consent to Holding and Processing of Personal Data. By
participating in the Plan, Participants give their consent to the holding and processing of data relating to them (including personal data) in relation to and as a consequence of the Plan in accordance with the Group’s Employee Data Privacy
Policy and a Data Privacy Policy (Europe), each located on the Group intranet. 
 25. Term. Unless previously terminated, the
Plan shall terminate and no additional Awards may be granted on the expiration of 10 years after the Plan’s last approval by shareholders of the Company. The Plan shall continue in effect with respect to Awards granted before termination of the
Plan and until such Awards have been settled, terminated or forfeited. 

  
 17 













 26. Usage. Words used in the Plan in the singular shall include the plural and
in the plural the singular, and the gender of words used shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders. 

27. Notice. All notices and other communications from a Participant to the Committee under, or in connection with, the Plan
shall be deemed to have been filed with the Committee when actually received in the form specified by the Committee at the location, or by the person, designated by the Committee for the receipt of any such notices and communications. 

28. Headings. The headings in the Plan are inserted for convenience of reference only and shall not affect the meaning or
interpretation of the Plan. 
 29. Non-Uniform Determinations. The Committee’s
determinations under the Plan and with respect to Awards granted under the Plan need not be uniform and may be made by it selectively among persons who receive, or who are eligible to receive, Awards under the Plan (whether or not such persons are
similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards under the Plan, (b) the terms and provisions of Awards under the Plan, and (c) the treatment of leaves of absence.

 30. Successors and Assigns. The Plan and any Award Agreements shall be binding upon and inure to the benefit of the
Company, its Subsidiaries and their successors and assigns. 
 31. Survival of Terms; Conflicts. The provisions of the Plan
shall survive the termination of the Plan to the extent consistent with, or necessary to carry out, the purposes thereof. To the extent of any conflict between the Plan and any Award Agreement, the Plan shall control; provided,
however, that any Award Agreement may impose greater restrictions or grant lesser rights than the Plan. 
 32. Term of
Plan. Unless sooner terminated by the Board, the Plan shall terminate on February 18, 2031, the tenth anniversary of the adoption of the Plan. No Awards shall be made under the Plan after either such date, as applicable. All Awards made
under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. 

33. Paragraph Headings; Construction. The paragraph headings contained herein are for the purpose of convenience only and are
not intended to define or limit the contents of the paragraphs. All words used in the Plan shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not
limit the preceding words or terms. 
  

  
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 ATTACHMENT 1 

DEFINITION OF CHANGE IN CONTROL 

For purposes of the Plan, a “Change in Control” shall be deemed to have occurred upon the occurrence of any of the following
events: 
 (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (A) the then outstanding registered Shares of
the Company (the “Outstanding Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting
Securities”); provided, however, that for purposes of this paragraph (i) the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by the Company, or
(z) any acquisition by any company pursuant to a reorganization, merger, amalgamation or consolidation, if, following such reorganization, merger, amalgamation or consolidation, the conditions described in clauses (A), (B) and (C) of
subparagraph (iii) of this definition are satisfied; 
 (ii) individuals who, as of the Effective Date, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute a majority of such Board; provided, however, that any individual becoming a director of the Company subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of a majority of the directors of the Company then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than
the Board; 
 (iii) consummation of a reorganization, merger, amalgamation or consolidation of the Company, with or without approval by the
shareholders of the Company, in each case, unless, following such reorganization, merger, amalgamation or consolidation, (A) more than 50% of, respectively, the then outstanding shares of common stock (or equivalent security) of the company
resulting from such reorganization, merger, amalgamation or consolidation and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such reorganization, merger,
amalgamation or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, amalgamation or consolidation, of the Outstanding Shares and Outstanding Voting Securities, as the case may be,
(B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such company resulting from such reorganization, merger, amalgamation or consolidation, and any Person beneficially owning, immediately prior
to such reorganization, 
  












 merger, amalgamation or consolidation, directly or indirectly, 25% or more of the Outstanding Shares or
Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock (or equivalent security) of the company resulting from such reorganization,
merger, amalgamation or consolidation or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors, and (C) a majority of the members of the board of directors of
the company resulting from such reorganization, merger, amalgamation or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, amalgamation or consolidation;

 (iv) consummation of a sale or other disposition of all or substantially all the assets of the Company, with or without approval by the
shareholders of the Company, other than to a company, with respect to which following such sale or other disposition, (A) more than 50% of, respectively, the then outstanding shares of common stock (or equivalent security) of such company and
the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or
other disposition, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such company, and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or indirectly, 25% or more of the Outstanding Shares or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively,
the then outstanding shares of common stock (or equivalent security) of such company or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors, and (C) a
majority of the members of the board of directors of such company were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company;
or 
 (v) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 

Notwithstanding the foregoing, or anything to the contrary set forth herein, a transaction or series of related transactions will not be
considered to be a Change in Control if (i) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (ii) (A) immediately following such transaction(s), the then outstanding shares of common stock (or
equivalent security) of such holding company and the combined voting power of the then outstanding voting securities of such holding company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly,
by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such transaction(s) in substantially the same proportion as their
ownership immediately prior to such transaction(s) of the Outstanding Shares and Outstanding Voting Securities, as the case may be, or (B) the shares of Outstanding Voting Securities outstanding immediately prior to such transaction(s)
constitute, or are converted into or exchanged for, a majority of the outstanding voting securities of such holding company immediately after giving effect to such transaction(s). 

  
 20 













 Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, the
definition of Change in Control shall conform to the requirements of Section 409A(a)(2)(A)(v) of the Code and the Treasury Regulations promulgated thereunder to the extent necessary to avoid the imposition of any tax by such Section 409A
of the Code. 
  

  
 21 













 NOBLE CORPORATION PLC 

2022 LONG-TERM INCENTIVE PLAN 

PART B 
 Relating to
grants to Consultants and Non-Employee Directors 
 This Part B to the Noble Corporation plc 2022
Long-Term Incentive Plan governs Awards granted to Consultants and Non-Employee Directors who, for the avoidance of doubt, are not Employees of the Company or any of its Subsidiaries (as defined in Part A), or
any Employees who are employed by a Subsidiary (as defined in this Part B). Awards granted pursuant to this Part B are subject to all of the terms and conditions set forth in Part A of the Plan, which is incorporated by reference as if set forth in
this Part B, except as modified by the following provisions, which shall replace and/or supplement certain provisions of Part A of the Plan as indicated. 

ARTICLE 1: DEFINITIONS 

The following definitions replace or supplement the definitions in Paragraph 2 of Part A of the Plan with respect to Awards to
Employees of a Subsidiary (as defined below): 
 “Subsidiary” means (1) in the case of a corporation, any corporation
of which the Company directly or indirectly owns shares representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation that have the right to vote generally on matters submitted to
a vote of the shareholders of such corporation, and (2) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly more than 50% of the voting,
capital or profits interests (whether in the form of partnership interests, membership interests or otherwise), which does not constitute a “subsidiary” within the meaning of Section 1159 of the UK Companies Act 2006. 

ARTICLE 2: SHARES SUBJECT TO PLAN 

Shares offered or subject to Awards granted under Part B of the Plan shall count towards the limits set forth in Paragraph 5 of Part A
of the Plan on an aggregate basis, taking account any Awards granted under Parts A and B. No Awards may be granted under Part B of the Plan which would cause the limits set forth in Paragraph 5, applied on an aggregate basis, to be exceeded.

 ARTICLE 3: SOURCE OF SHARES 

No newly issued Shares may be offered or subject to Awards granted under Part B of the Plan, except to the extent the Company’s
shareholders have approved the issue and allotment of such Shares and the disapplication of pre-emption rights in respect of such Shares, whether under the Company’s standing shareholder authorities or by
way of separate shareholder approval. 
  












 ARTICLE 4: FUNDING 

The Company shall not provide any funding in connection with the acquisition of Shares by any Participant under Part B of the Plan (which
prohibition shall include the funding of any employee trust in relation to the same). 
  

  
 2 













 NOBLE CORPORATION PLC 

2022 LONG-TERM INCENTIVE PLAN 

UK SCHEDULE 
 The following provisions
will apply to Awards granted under the Plan to any UK Participant that is an Employee, including directors who are Employees. 
  

	1	 Definitions 



“Employer NICs” means secondary (Employer) Class 1 National Insurance contributions. 

“UK Participant” means any Participant who is resident for tax purposes in the United Kingdom. 

All other capitalized terms used in this Schedule shall be as defined under the Plan rules. 

 

	2	 Participation limited to Employees 



 

	2.1	 Awards under this Schedule may be granted only to the bona fide employees or former employees of the Company
and its “group”, as defined under Article 60(2) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005/1529, and “Employee” shall be interpreted accordingly for the purposes of this Schedule.



  

	3	 Rights of Participants and eligible Employees 



 

	3.1	 The Plan is a discretionary benefit operated by the Company, and no Employee participates as of right in the
Plan. The grant of Awards does not imply a right to participate or to be considered for participation in a later grant. 


  

	3.2	 Participation in the Plan is a matter entirely separate from any pension right or entitlement a Participant may
have and from that Participant’s terms and conditions of employment and in particular (but without limiting the generality of the foregoing) if the Participant ceases to be an employee within the Company or a Subsidiary they will not be
entitled to any compensation for any loss of any right or benefit or prospective right or benefit pursuant to or in connection with the Plan whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or
by way of compensation for loss of office or otherwise howsoever. A Participant waives all and any rights to compensation or damages for the termination of the Participant’s office or employment with the Company or a Subsidiary for any reason
whatsoever (including unlawful termination of employment) insofar as those rights arise or may arise from the Participant ceasing to have rights under the Plan as a result of that termination or from the loss or diminution in value of such rights or
entitlements. Nothing in the Plan or in any document executed under it will give any person any right to continue in employment or will affect the right of the Company or a Subsidiary to terminate the employment of any Participant, eligible Employee
or any other person without liability at any time, with or without cause, or will impose on the Company or a Subsidiary or their respective agents, employees and officers any liability in connection with the loss of a Participant’s benefits or
rights under the Plan or as a result of the exercise of a discretion under the Plan for any reason as a result of the termination of the Participant’s employment. 



 













	4	 Non-assignability 



No Award granted under this Schedule may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. 
  

	5	 Employer NICs 



The Committee may require a Participant, as a condition of the grant, vesting or exercise of an Award, to enter into an agreement to bear the
cost of or an election for the transfer of the liability for any Employer NICs which arise on the grant, vesting, exercise or otherwise in connection with an Award. For the avoidance of doubt, the reference in Paragraph 11 to “social
security obligations” shall include both (Employee) Class 1 National Insurance contributions and the amount of any such Employer NICs which the Participant has lawfully agreed to bear. 

 

	6	 Tax Elections 



 

	6.1	 In the event that any Award acquired constitutes ‘restricted securities’ for the purposes of Chapter
2 of Part 7 to ITEPA, the Participant shall, if specified by the Company or a Subsidiary, either at or around the time an Award is made or subsequently, enter into a joint election with the Company (or their employing Subsidiary, if different) under
section 431(1) of ITEPA in order to disapply all restrictions attaching to such Shares (in the form prescribed or agreed by HMRC) and in order to elect to pay income tax (if any) computed by reference to the unrestricted market value (as defined in
ITEPA) of the Shares no later than 14 days after the acquisition of such Shares (or such longer period as HMRC may direct). 


  

	7	 Data Protection and FATCA 



Paragraph 24 shall be deleted and replaced with the following: 
  


	7.1	 Participants acknowledge that personal data in relation to them may be held by the Company, any Subsidiary,
their employer, and/or any Trustee and passed onto a third-party broker, registrar, advisor, administrator and/or future purchaser of the Company or any Subsidiary for the operation or administration of the Plan in accordance with the Company’s
Employee Data Privacy Policy and a Data Privacy Policy (Europe), each located on the Company intranet. The Company is the data controller in relation to this processing of personal data for the purposes of applicable data protection laws.




  
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	7.2	 The Participant agrees to give all such assistance and representations and supply or procure to be supplied
(including by way of updates) all such information and execute and deliver (or procure the execution and delivery of) all such documents that the Company requests in writing for the purpose of enabling it, any Subsidiary or any external
administrator to comply with the Foreign Account Tax Compliance Act (“FATCA”), any exchange of information agreement (“IGA”) or any similar, equivalent or related applicable laws, rules or regulations in any
jurisdiction. The Participant further agrees and authorizes the Company and its Subsidiaries to disclose such information to any governmental authorities (including, but not limited to, Her Majesty’s Revenue & Customs (in the United
Kingdom) and the Internal Revenue Service (in the United States)) if it is required to be disclosed pursuant to FATCA, any IGA or any similar, equivalent or related applicable laws, rules or regulations. 



  
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