Exhibit 10.11


 


Zura
Bio Limited

2022 Equity Incentive Plan


 


1.            Purpose


 


The purpose of this Zura Bio Limited 2022 Equity
Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors
and other service providers of Zura Bio Limited (formerly known at JATT Acquisition Corp) (the “Company”) and
its shareholders by providing share-based compensation and other performance-based compensation. The objectives of the Plan
are to attract and retain the talented employees and service providers for positions of substantial responsibility and to motivate Participants
to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that
link the personal interests of Participants to those of the Company’s shareholders. The Plan provides for the grant of Options,
Stock Appreciation Rights, Restricted Stock Units, Restricted Stock and Other Share-Based Awards and for Incentive Bonuses, which
may be paid in cash, Common Shares or a combination thereof, as determined by the Committee.


 


2.            Definitions


 


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


 


“Act”
means the U.S. Securities Exchange Act of 1934, as amended.


 


“Affiliate”
means any entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee from time
to time.


 


“Award”
means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Other Share-Based Award or Incentive Bonus granted
to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance conditions.


 


“Award Agreement”
means a written or electronic agreement or other instrument as may be approved from time to time by the Committee and designated as such
implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and
the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee
and designated as such.


 


“Beneficial Owner”
shall have the meaning set forth in Rule 13d-3 under the Act.


 


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


 


“Cause”
has the meaning set forth in the written employment, offer, services or severance agreement or letter between the Participant and the
Company or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, means a Participant’s
Termination of Employment by the Company or an Affiliate by reason of (i) the Participant’s material breach of any agreement
between the Participant and the Company or an Affiliate or any policy of the Company of an Affiliate; (ii) the willful failure or
refusal by the Participant to substantially perform his or her duties; (iii) the commission or conviction of the Participant of,
or the entering of a plea of nolo contendere by the Participant with respect to, (A) a felony or (B) a misdemeanor involving
moral turpitude; or (iv) the Participant’s gross misconduct that causes harm to the reputation of the Company. A Participant’s
employment or service will be deemed to have been terminated for Cause if it is determined subsequent to such Participant’s Termination
of Employment that grounds for a Termination of Employment for Cause existed at the time of such Termination of Employment, as determined
by the Committee.


 


“Change in Control”
means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following:


 


(i)            any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially
owned by such Person or any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined
voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection
with a transaction described in Section 2(h)(iii) below;


 






     


     


    

 


(ii)           the
following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who,
on the Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption
of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders
was approved or recommended by a vote of at least a majority of the directors then still in office who were either directors on the Effective
Date or whose appointment, election or nomination for election was previously so approved or recommended;


 


(iii)          there
is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation,
other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or consolidation; or


 


(iv)         there
is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the
voting securities of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.


 


“Committee”
means the Compensation Committee of the Board (or any successor committee) or such other committee as designated by the Board to administer
the Plan under Section 6.


 


“Common Share”
means shares of the Company’s common stock, or such other class or kind of shares or other securities as may be applicable under Section 16.


 


“Company”
means Zura Bio Limited, a Cayman Islands exempted company formerly known as JATT Acquisition Corp, and except as utilized in the definition
of Change in Control, any successor corporation.


 


“Disability”
has the meaning set forth in a written employment, offer, services or severance agreement or letter between the Participant and the Company
or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, means the inability of the Participant
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. A determination
of Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances,
and in this respect, Participants shall submit to an examination by a physician upon request by the Committee.


 


“Dividend Equivalent”
mean an amount payable in cash or Common Shares, as determined by the Committee, equal to the dividends that would have been paid to
the Participant if the Common Share with respect to which the Dividend Equivalent relates had been owned by the Participant.


 


“Effective Date”
means the date on which the Plan takes effect, as defined pursuant to Section 4.


 


“Eligible Person”
any current or prospective employee, officer, non-employee director or other service provider of the Company or any of its Subsidiaries;
provided however that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary corporations”
within the meaning of Section 424 of the Code.


 


“Fair Market
Value” means as of any date, the value of a Common Share determined as follows: (i) if the Common Shares are listed
on any established stock exchange, system or market, the Fair Market Value shall be the closing price for a Common Share as quoted on
such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable (or, if no
sale of Common Shares is reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in
the absence of an established market for the Common Shares, the Fair Market Value thereof shall be determined in good faith by the Committee
by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. §409A-1(b)(5)(iv)(B) as
the Committee deems appropriate.


 






    2 


     


    

 


“Incentive Bonus”
means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to receive
an amount based on satisfaction of such performance criteria established for a specified performance period as specified in the Award
Agreement.


 


“Incentive Stock
Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422
of the Code.


 


“Nonqualified
Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning
of Section 422 of the Code.


 


“Option”
means a right to purchase a number of Common Shares at such exercise price, at such times and on such other terms and conditions as are
specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified
Stock Options.


 


“Other Share-Based Award”
means an Award granted to an Eligible Person under Section 11.


 


“Participant”
means any Eligible Person to whom Awards have been granted from time to time by the Committee and any authorized transferee of such individual.


 


“Person”
shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof,
except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of


 


“Restricted Stock”
means an Award or issuance of Common Share the grant, issuance, vesting and/or transferability of which is subject during specified periods
of time to such conditions (including continued employment or engagement or performance conditions) and terms as the Committee deems
appropriate.


 


“Restricted Stock
Unit” means an Award denominated in units of Common Shares under which the issuance of Common Shares (or cash payment in
lieu thereof) is subject to such conditions (including continued employment or engagement or performance conditions) and terms as the
Committee deems appropriate.


 


“Separation from
Service” or “Separates from Service” means a Termination of Employment that constitutes a “separation
from service” within the meaning of Section 409A of the Code.


 


“Stock Appreciation
Right” or “SAR” means a right granted that entitles the Participant to receive, in cash or Common
Shares or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified
number of Common Shares at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the
date of grant.


 


“Subsidiary”
means any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations
beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including
shares or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one
of the other associations in such chain.


 


“Substitute Awards”
means Awards granted or Common Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted,
or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or
any Subsidiary combines.


 


“Termination
of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with respect to a non-employee director
or other service provider, ceasing to serve as such for the Company and its Subsidiaries, except that with respect to all or any Awards
held by a Participant (i) the Committee may determine that a leave of absence or employment on a less than full-time basis
is considered a “Termination of Employment,” (ii) the Committee may determine that a transition from employment to service
with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is
a party is not considered a “Termination of Employment,” (iii) service as a member of the Board (or another capacity
as a service provider) shall constitute continued employment with respect to Awards granted to a Participant while he or she served as
an employee, (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards
granted to a Participant while he or she served as a member of the Board or other service provider, and (v) the Committee may determine
that a transition from employment with the Company or a Subsidiary to service to the Company or a Subsidiary other than as an employee
shall constitute a “Termination of Employment”. The Committee shall determine whether any corporate transaction, such as
a sale or spin-off of a division or Subsidiary that employs or engages a Participant, shall be deemed to result in a Termination
of Employment with the Company and its Subsidiaries for purposes of any affected Participant’s Awards, and the Committee’s
decision shall be final and binding.


 






    3 


     


    

 


3.            Eligibility


 


Any Eligible Person is eligible for selection
by the Committee to receive an Award.


 


4.            Effective
Date and Termination of Plan


 


This
Plan became effective on [_____] (the “Effective Date”). The Plan shall remain available for the grant of Awards
until the 10th anniversary of the Effective Date. Notwithstanding the foregoing,
the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations
of the Participants and the Company arising under Awards theretofore granted.


 


5.            Shares
Subject to the Plan and to Awards


 


(a)            Aggregate
Limits. The maximum aggregate number of Common Shares issuable under the Plan shall be equal to [______]1; provided, however
that the reserved number of Common Shares will increase on January 1st of each calendar year beginning on January 1, 2023 and
ending on and including January 1, 2028 (each, an “Evergreen Date”), in an amount equal to the lesser of (i) 3.0%
of the total number of Common Shares outstanding on the December 31st immediately preceding the applicable Evergreen Date, (ii) [____]2
Common Shares or (iii) such lesser number of shares of Common Stock as determined to be appropriate by the Committee in its
sole discretion.


 


(b)            Adjustment
of Share Pool. The aggregate number of Common Shares available for grant under this Plan and the number of Common Shares subject
to Awards outstanding at the time of any event described in Section 16 shall be subject to adjustment as provided
in Section 16. The Common Shares issued pursuant to Awards granted under this Plan may be shares that are authorized
and unissued or shares that were reacquired by the Company, including shares purchased in the open market.


 


(c)            Issuance
of Shares. For purposes of Section 5(a), the aggregate number of Common Shares issued under this Plan at any time
shall equal only the number of Common Shares actually issued upon exercise or settlement of an Award. Common Shares subject to Awards
that have been canceled, expired, forfeited or otherwise not issued under an Award and Common Shares subject to Awards settled in cash
shall not count as Common Shares issued under this Plan. The aggregate number of shares available for issuance under this Plan at any
time shall not be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in
cash, (ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise
price, purchase price or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result
in the issuance of shares in connection with payment or settlement thereof. In addition, shares that have been delivered (either actually
or by attestation) to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an
Award shall be available for issuance under this Plan.


 


(d)            Substitute
Awards. Substitute Awards shall not reduce the Common Shares authorized for issuance under the Plan or authorized for grant to a
Participant in any calendar year. 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 shareholders and not adopted
in contemplation of such acquisition or combination, the shares available for grant 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 Share of the entities party to such acquisition or combination)
may be used for Awards under the Plan and shall not reduce the Common Shares authorized for issuance under the Plan; provided that, Awards
using such available shares (i) 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, (ii) shall only be made to individuals who were employees of such acquired or combined company
before such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange or market or quotation
system on which the Common Share is traded, listed or quoted.


 


 








1
NTD: This number will be 10% of the SPAC Class A Shares (as defined in the BCA) outstanding on a fully diluted basis immediately
following the effectiveness of the Merger (as defined in the BCA).


2
NTD: This number will be two times the number in footnote 1.


 







    4 


     


    

 


(e)            Tax
Code Limits. The aggregate number of Common Shares that may be issued pursuant to the exercise of Incentive Stock Options granted
under this Plan shall be equal to [_______], which number shall be calculated and adjusted pursuant to Section 16 only
to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock
Option under Section 422 of the Code.


 


(f)             Limits
on Non-Employee Director Compensation. The aggregate dollar value of equity-based (based on the grant date Fair Market
Value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any non-employee director
shall not exceed $600,000; provided, however, that in the calendar year in which a non-employee director first joins the Board or
during any calendar year in which a non-employee director is designated as Chairperson of the Board or Lead Director, the maximum
aggregate dollar value of equity-based and cash compensation granted to the non-employee director may be up to $1,000,000.


 


6.            Administration
of the Plan


 


(a)            Administrator
of the Plan. The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by the Board, except
to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption
under) the short-swing profit recovery provisions of Section 16 of the Act. To the extent that any permitted action taken by
the Board conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable
law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of
one or more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes under
this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee the authority
to grant Awards, the resolution so authorizing such subcommittee shall specify the total number of Common Shares such subcommittee may
award pursuant to such delegated authority, and no such subcommittee shall designate any officer serving thereon or any officer (within
the meaning of Section 16 of the Act) or non-employee director of the Company as a recipient of any Awards granted under such
delegated authority. The Committee may further designate and delegate to one or more additional officers or employees of the Company
or any Subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration
of the Plan and/or of Awards granted under the Plan.


 


(b)            Powers
of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that
it determines to be necessary or appropriate in connection with the administration of this Plan, including:


 


(i)            to
prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;


 


(ii)           to
determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing
of any such Awards;


 


(iii)          to
prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;


 


(iv)         to
establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention,
vesting, exercisability or settlement of any Award;


 






    5 


     


    

 


(v)           to
prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this
Plan;


 


(vi)          to
determine the extent to which adjustments are required pursuant to Section 16;


 


(vii)         to
interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder,
and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;


 


(viii)       to
approve corrections in the documentation or administration of any Award;


 


(ix)          to
make all other determinations deemed necessary or advisable for the administration of this Plan; and


 


(x)            to
adopt such procedures and sub-plans as are necessary or appropriate (A) to permit or facilitate participation in this Plan
by persons eligible to receive Awards under this Plan who are not citizens of or subject to taxation by, or who are employed outside,
the United States or (B) to allow Awards to qualify for special tax treatment in a jurisdiction other than the United States.
Committee approval will not be necessary for immaterial modifications to this Plan or any Award Agreement that are required for compliance
with the laws of the relevant jurisdiction.


 


Notwithstanding anything in this Plan to the
contrary, the Committee shall exercise its discretion in a manner that causes Awards to be compliant with or exempt from the requirements
of Section 409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding an
Award that is “deferred compensation” under Section 409A of the Code, the Committee shall not take any action with respect
to any Award which constitutes (x) a modification of a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so
as to constitute the grant of a new stock right, (y) an extension of a stock right, including the addition of a feature for the
deferral of compensation within the meaning of Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (z) an impermissible acceleration
of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg.
 § 1.409A-1(b)(5)(v)(E).


 


The Committee may, in its sole and absolute discretion,
without amendment to the Plan but subject to the limitations otherwise set forth in Section 20, waive or amend the operation
of Plan provisions respecting exercise after Termination of Employment. The Committee or any member thereof may, in its sole and absolute
discretion, except as otherwise provided in Section 20, waive, settle or adjust any of the terms of any Award so as
to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange,
disruption of communications or natural catastrophe).


 


(c)            Determinations
by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations
under the Plan and the terms and conditions of, or operation of, any Award granted hereunder, shall be final and binding on all Participants,
beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such
factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including
the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may
select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon
the advice of counsel and shall incur no liability except for as a result of gross negligence or willful misconduct in the performance
of their duties.


 


(d)            Subsidiary
Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs,
be implemented by the Company issuing any subject Common Shares to the Subsidiary, for such lawful consideration as the Committee may
determine, upon the condition or understanding that the Subsidiary will transfer the Common Shares to the Participant in accordance with
the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof,
such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.


 






    6 


     


    

 


7.            Plan
Awards


 


(a)            Terms
Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time and from time
to time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award Agreement in a form
approved by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified from time to time
by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award (other than Restricted
Stock Awards) shall include the time or times at or within which and the consideration, if any, for which any Common Shares or cash,
as applicable, may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose upon the
Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.


 


(b)            Termination
of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant
of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment.


 


(c)            Rights
of a Shareholder. A Participant shall have no rights as a shareholder with respect to Common Shares covered by an Award (including
voting rights) until the date the Participant becomes the holder of record of such Common Shares. No adjustment shall be made for dividends
or other rights for which the record date is prior to such date, except as provided in Sections 10(b), 11(b) or 16 of
this Plan or as otherwise provided by the Committee.


 


8.            Options


 


(a)            Grant,
Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be subject to
such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions
based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance
conditions. The term of an Option shall in no event be greater than 10 years; provided, however, the term of an Option (other than
an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such
Option is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire on
the 30th day following the date such prohibition no longer applies. The Committee
will establish the price at which Common Shares may be purchased upon exercise of an Option, which in no event will be less than the
Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per Common Share with respect to an
Option that is granted as a Substitute Award may be less than the Fair Market Value of the Common Shares on the date such Option is granted
if such exercise price is based on a formula set forth in the terms of the options held by such optionees or in the terms of the agreement
providing for such merger or other acquisition that satisfies the requirements of (i) Section 409A of the Code, if such options
held by such optionees are not intended to qualify as “incentive stock options” within the meaning of Section 422 of
the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as “incentive
stock options” within the meaning of Section 422 of the Code. The exercise price of any Option may be paid in cash or such
other method as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the
Common Shares issuable under an Option, the delivery of previously owned Common Shares or withholding of Common Shares deliverable upon
exercise.


 


(b)            No
Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described
in Section 16), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded
Option, provided, however, that at any time when the exercise price of an Option previously awarded at least two years ago is at least
100% greater than the Fair Market Value of a Common Share over a period of 90 trading days, the Committee may, in its sole discretion
and without shareholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise
price.


 


(c)            No
Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of,
Common Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.


 


(d)            Incentive
Stock Options. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Incentive
Stock Option, if the Participant owns shares possessing more than 10% of the combined voting power of all classes of shares of the Company,
the exercise price of such Option must be at least 110% of the Fair Market Value of the Common Shares on the date of grant and the Option
must expire within a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to
the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options
(and will be deemed to be Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of the Common
Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order
in which they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or
such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of
the Code and the regulations promulgated thereunder).


 



    7 


     


    

 


(e)            No
Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents
in respect of an Option or any Common Shares subject to an Option until the Participant has become the holder of record of such shares.


 


9.            Stock
Appreciation Rights


 


(a)            General
Terms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time and be
subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include
conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction
of performance conditions. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component
of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding
SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be
canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised
as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of
the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at
the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market
Value of Common Share on the date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding
SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8 and
all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8 and
the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as
it shall deem appropriate. Stock Appreciation Rights may be settled in Common Share, cash, Restricted Stock or a combination thereof,
as determined by the Committee and set forth in the applicable Award Agreement.


 


(b)            No
Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described
in Section 16), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded
Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair
Market Value of a Common Share, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock
Appreciation Right for cash or a new Award with a lower (or no) exercise price.


 


(c)            No
Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents
in respect of an Award of Stock Appreciation Rights or any Common Shares subject to an Award of Stock Appreciation Rights until the Participant
has become the holder of record of such shares.


 


10.          Restricted
Stock and Restricted Stock Units


 


(a)            Vesting
and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Stock or Restricted Stock Units shall
occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee,
which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements,
and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock or Restricted
Stock Unit Awards as the form of payment for grants or rights earned or due under other shareholder-approved compensation plans
or arrangements of the Company.


 


(b)            Dividends
and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions
paid with respect to those Common Shares, unless determined otherwise by the Committee. The Committee will determine whether any such
dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions
on transferability as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will
be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only to the extent provided
by the Committee. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid during
the performance period with respect to unearned Awards of Restricted Stock or Restricted Stock Units that are subject to performance-based vesting
criteria. Dividends or Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based vesting
criteria have been achieved and the underlying shares or Restricted Stock Units have been earned.


 






    8 


     


    

 


11.          Other Share-Based Awards


 


(a)            General
Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards
that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares,
as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of
such Other Share-Based Awards. Common Shares delivered pursuant to an Other Share-Based Award in the nature of a purchase right
granted under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods,
and in such forms, including cash, Common Shares, other Awards, or other property, as the Committee shall determine.


 


(b)            Dividends
and Distributions. Shares underlying Other Share-Based Awards shall be entitled to dividends or distributions only to the extent
provided by the Committee. Notwithstanding anything herein to the contrary, in no event will Dividend Equivalents be paid during the
performance period with respect to unearned Other Share-Based Awards that are subject to performance-based vesting criteria.
Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based vesting criteria
have been achieved and the shares underlying the Other Share-Based Award have been earned.


 


12.          Incentive
Bonuses


 


(a)            Performance
Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria that shall determine
the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and any formula for
determining such achievement, and which criteria may be based on performance conditions.


 


(b)            Timing
and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under
an Incentive Bonus may be made in cash or in Common Share, as determined by the Committee.


 


(c)            Discretionary
Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus on account of either
financial performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations
as the Committee shall determine.


 


13.          Performance
Awards


 


The Committee may establish performance criteria
and level of achievement versus such criteria that shall determine the number of Common Shares, Restricted Stock Units, or cash to be
granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award (any such Award, a
 “Performance Award”). A Performance Award may be identified as “Performance Share,” “Performance
Equity,” “Performance Unit” or other such term as chosen by the Committee.


 


14.          Section 457A


 


To the extent that any Award is determined to
constitute “nonqualified deferred compensation” from a nonqualified entity within the meaning of Section 457A (a “457A
Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee
from time to time. It is intended that any such 457A Award will either be in full compliance with or be exempt from Section 457A
of the Code. The Company makes no representation or warranty and shall have no liability to any Participant under the Plan or any other
Person with respect to any penalties or taxes under Section 457A that are, or may be, imposed with respect to any Award.


 






    9 


     


    

 


15.          Conditions
and Restrictions Upon Securities Subject to Awards


 


The Committee may provide that the Common Shares
issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such
further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such
Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including conditions on vesting or transferability,
forfeiture or repurchase provisions and method of payment for the Common Shares issued upon exercise, vesting or settlement of such Award
(including the actual or constructive surrender of Common Shares already owned by the Participant) or payment of taxes arising in connection
with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant
or other subsequent transfers by the Participant of any Common Shares issued under an Award, including (a) restrictions under an
insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner
of sales by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified
brokerage firm for such resales or other transfers and (d) provisions requiring Common Shares be sold on the open market or to the
Company in order to satisfy tax withholding or other obligations.


 


16.          Adjustment
of and Changes in the Shares


 


(a)            The
number and kind of Common Shares available for issuance under this Plan (including under any Awards then outstanding), and the number
and kind of Common Shares subject to the limits set forth in Section 5, shall be equitably adjusted by the Committee
to reflect any reorganization, reclassification, combination of shares, share split, reverse share split, spin-off, extraordinary dividend
or distribution of securities, property or cash (and not regular, quarterly cash dividends), or any other event or transaction that affects
the number or kind of Common Shares outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be
designed to treat the Common Shares available under the Plan and subject to Awards as if they were all outstanding on the record date
for such event or transaction or to increase the number of such Common Shares to reflect a deemed reinvestment in Common Shares of the
amount distributed to the Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the
Committee as to price, number or kind of Common Shares subject to such Award, vesting, and other terms to reflect the foregoing events,
which adjustments need not be uniform as between different Awards or different types of Awards. No fractional Common Shares shall be
issued or issuable pursuant to such an adjustment.


 


(b)            In
the event there shall be any other change in the number or kind of outstanding Common Shares, or any shares or other securities into
which such Common Shares shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other
merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which
adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described
in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with and as otherwise
permitted under Section 409A of the Code and may provide for cancellation of such accelerated Awards that are not exercised within
a time prescribed by the Committee in its sole discretion.


 


(c)            Unless
otherwise expressly provided in the Award Agreement or another contract, including an employment, offer, services or severance agreement
or letter, or under the terms of a transaction constituting a Change in Control, the Committee shall provide that any or all of the following
shall occur upon a Participant’s Termination of Employment without Cause within twelve (12) months following a Change in Control:
(i) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise any portion of the
Option or Stock Appreciation Right not previously exercisable, (ii) in the case of any Award the vesting of which is in whole or
in part subject to performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability
of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a
payment based on target level achievement or actual performance through a date determined by the Committee, and (iii) in the case
of outstanding Restricted Stock, Restricted Stock Units or Other Share-Based Awards (other than those referenced in subsection
(ii)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such
Award shall immediately lapse. Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring
or surviving company in the transaction does not assume or continue outstanding Awards or issue substitute awards upon the Change in
Control, immediately prior to the Change in Control, all Awards that are not assumed, continued or substituted for shall be treated as
follows effective immediately prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant
shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation
Right not previously exercisable, (B) in the case of any Award the vesting of which is in whole or in part subject to performance
criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions
applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on target level
achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case
of outstanding Restricted Stock, Restricted Stock Units or Other Share-Based Awards (other than those referenced in subsection
(B)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such
Award shall immediately lapse. In no event shall any action be taken pursuant to this Section 16(c) that would
change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties
pursuant to Section 409A of the Code.


 






    10 


     


    

 


(d)            Notwithstanding
anything in this Section 16 to the contrary, in the event of a Change in Control, the Committee may provide for
the cancellation and cash settlement of all outstanding Awards upon such Change in Control.


 


(e)            Notwithstanding
anything in this Section 16 to the contrary, an adjustment to an Option or Stock Appreciation Right under this Section 16 shall
be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section 409A of the Code.


 


17.          Transferability


 


Each Award may not be sold, transferred for value,
pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution,
and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding
the foregoing, (a) outstanding Options may be exercised following the Participant’s death by the Participant’s beneficiaries
or as permitted by the Committee and (b) a Participant may transfer or assign an Award as a gift to an entity wholly owned by such
Participant (an “Assignee Entity”), provided that such Assignee Entity shall be entitled to exercise assigned
Options and Stock Appreciation Rights only during the lifetime of the assigning Participant (or following the assigning Participant’s
death, by the Participant’s beneficiaries or as otherwise permitted by the Committee) and provided further that such Assignee Entity
shall not further sell, pledge, transfer, assign or otherwise alienate or hypothecate such Award.


 


18.          Compliance
with Laws and Regulations


 


(a)            This
Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or
deliver Common Shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations,
stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company
shall not be required to register in a Participant’s name or deliver Common Shares prior to the completion of any registration
or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which
the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Common Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with
respect to the failure to issue or sell such Common Shares as to which such requisite authority shall not have been obtained. No Option
shall be exercisable and no Common Share shall be issued and/or transferable under any other Award unless a registration statement with
respect to the Common Share underlying such Option is effective and current or the Company has determined, in its sole and absolute discretion,
that such registration is unnecessary.


 


(b)            In
the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee
may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable
foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant,
issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s
obligations with respect to tax equalization for Participants employed outside their home country.


 






    11 


     


    

 


19.          Withholding


 


To the extent required by applicable federal,
state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements satisfactory to the Company for the satisfaction
of any withholding tax obligations that arise with respect to any Award or the issuance or sale of any Common Shares. The Company shall
not be required to recognize any Participant rights under an Award, to issue Common Shares or to recognize the disposition of such Common
Shares until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be
satisfied by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company
withholding a portion of the Common Shares that otherwise would be issued to a Participant under such Award or any other Award held by
the Participant, or by the Participant tendering to the Company cash or, if allowed by the Committee, Common Shares.


 


20.          Amendment
of the Plan or Awards


 


The Board may amend, alter or discontinue this
Plan, and the Committee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan; however, except
as provided pursuant to the provisions of Section 16, no such amendment shall, without the approval of the shareholders
of the Company:


 


		(a)	increase the maximum number of Common
                                            Shares for which Awards may be granted under this Plan;



 


		(b)	reduce the price at
                                            which Options may be granted below the price provided for in Section 8(a);



 


		(c)	reprice outstanding
                                            Options or SARs as described in Sections 8(b) and 9(b);



 


		(d)	extend the term of this
                                            Plan;



 


		(e)	change the class of
                                            Persons eligible to be Participants;



 


		(f)	increase the individual
                                            maximum limits in Section 5(e); or



 


(g)           otherwise
amend the Plan in any manner requiring shareholder approval by law or the rules of any stock exchange or market or quotation system
on which the Common Share is traded, listed or quoted.


 


No amendment or alteration to the Plan or an
Award or Award Agreement shall be made which would materially impair the rights of the holder of an Award without such holder’s
consent; provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of
any Change in Control that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or
the Award to satisfy any law or regulation or to meet the requirements of, or avoid adverse financial accounting consequences under,
any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that
any such diminishment has been adequately compensated.


 


21.          No
Liability of Company


 


The Company, any Subsidiary or Affiliate which
is in existence or hereafter comes into existence, the Board and the Committee shall not be liable to a Participant or any other person
as to: (a) the non-issuance or sale of Common Shares as to which the Company has been unable to obtain from any regulatory
body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Common
Shares hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt,
vesting, exercise or settlement of any Award granted hereunder.


 


22.          Non-Exclusivity of
Plan


 


Neither the adoption of this Plan by the Board
nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the
power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of
Restricted Stock or Options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only
in specific cases.


 






    12 


     


    

 


23.          Governing
Law


 


This Plan and any agreements or other documents
hereunder shall be interpreted and construed in accordance with the laws of the Cayman Islands (without regard to its choice of law provisions).
Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation
shall be deemed to include any successor law, rule or regulation of similar effect or applicability.


 


24.          No
Right to Employment, Reelection or Continued Service


 


Nothing in this Plan or an Award Agreement shall
interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s
employment, service on the Board or service at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself
confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award
nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates.
Subject to Sections 4 and 20, this Plan and the benefits hereunder may be terminated at any time in the
sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its
Affiliates.


 


25.          Specified
Employee Delay


 


To the extent any payment under this Plan is
considered deferred compensation subject to the restrictions contained in Section 409A of the Code, such payment may not be made
to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject
to Section 409A of the Code) upon Separation from Service before the date that is six months after the specified employee’s
Separation form Service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this
period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s Separation
from Service (or, if earlier, as soon as administratively practicable after the specified employee’s death).


 


26.          No
Liability of Committee Members


 


No member of the Committee shall be personally
liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member
of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of
the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including
any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such
Person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any
amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such Persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may
be amended from time to time), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.


 


27.          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.


 






    13 


     


    

 


28.          Unfunded
Plan


 


The Plan is intended to be an unfunded plan.
Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company
chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject
to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.


 


29.          Clawback/Recoupment


 


Awards granted under this Plan will be subject
to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards
of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by
the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such
other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including
a reacquisition right in respect of previously acquired Common Shares or other cash or property upon the occurrence of misconduct. No
recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason”
or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between any Participant
and the Company.


 


30.          Failure
to Accept Award. If a Participant has not accepted an Award to the extent such acceptance has been requested or required by the Company
or has not taken all administrative and other steps (e.g., setting up an account with a broker designated by the Company) necessary for
the Company to issue Common Shares upon the vesting, exercise, or settlement of the Award prior to the first date the Common Shares subject
to such Award are scheduled to vest, then the portion of the Award scheduled to vest on such date will be cancelled on such date and
such Shares subject to the Award immediately will revert to the Plan for no additional consideration unless otherwise provided by the
Administrator.


 


31.          Interpretation


 


Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate,
the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following
any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters
set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without
limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement,
term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as
amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.


 






    14