EX-10.11



 Exhibit 10.11 

ICHOR HOLDINGS, LTD. 
  

 
 2016 OMNIBUS
INCENTIVE PLAN 
  
  

ARTICLE I 
 PURPOSE

 The purpose of this Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the
benefit of its shareholders by enabling the Company to offer Eligible Individuals cash and share-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of
interests between such individuals and the Company’s shareholders. The Plan is effective as of the date set forth in Article XV. 

ARTICLE II 
 DEFINITIONS

 For purposes of the Plan, the following terms shall have the following meanings: 

2.1 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent;
(c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest
or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by
resolution of the Committee; provided that, unless otherwise determined by the Committee, the Ordinary Shares subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject
the Award to Section 409A of the Code. 
 2.2 “Award” means any award under the Plan of any Stock
Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Share-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company
and the Participant. 
 2.3 “Award Agreement” means the written or electronic agreement setting forth
the terms and conditions applicable to an Award. 
 2.4 “Board” means the Board of Directors of the
Company. 
 2.5 “Cause” means, unless otherwise determined by the Committee in the applicable Award
Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting 







 
agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the
Participant’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee in its good faith
discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the
Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a
change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship,
“cause” means an act or failure to act that constitutes cause for removal of a director under applicable Cayman Islands law. 

2.6 “Change in Control” has the meaning set forth in 11.2. 

2.7 “Change in Control Price” has the meaning set forth in Section 11.1. 

2.8 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code
shall also be a reference to any successor provision and any treasury regulation promulgated thereunder. 
 2.9
“Committee” means the Compensation, Nominating and Corporate Governance Committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the
Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan. 
 2.10
“Company” means Ichor Holdings, Ltd., a Cayman Islands exempted company, and its successors by operation of law. 

2.11 “Consultant” means any Person who is an advisor or consultant to the Company or its Affiliates.

 2.12 “Disability” means, unless otherwise determined by the Committee in the applicable Award
Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability.
Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code. 

2.13 “Effective Date” means the effective date of the Plan as defined in Article XV. 

2.14 “Eligible Employees” means each employee of the Company or an Affiliate. 

  
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 2.15 “Eligible Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein. 

2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific
section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation. 
 2.17 “Fair Market Value” means, for
purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Ordinary Shares on the applicable date:
(a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Ordinary Shares are not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith
the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of any Award granted in connection with the Registration Date, the Fair Market Value shall be the price
as determined by the Committee. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

 2.18 “Family Member” means “family member” as defined in Section A.1.(a)(5) of the
general instructions of Form S-8. 
 2.19 “Incentive Stock
Option” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under the Plan intended to be and designated as an “Incentive Stock Option” within the meaning of
Section 422 of the Code. 
 2.20 “Lead Underwriter” has the meaning set forth in
Section 14.20. 
 2.21 “Lock-Up Period” has the meaning
set forth in Section 14.20. 
 2.22 “Non-Employee
Director” means a director or a member of the Board of the Company or any Affiliate who is not an active employee of the Company or any Affiliate. 

2.23 “Non-Qualified Stock Option” means any Stock Option awarded
under the Plan that is not an Incentive Stock Option. 
 2.24 “Non-Tandem Stock
Appreciation Right” means the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of an Ordinary Share on the date such right is exercised, and (y) the aggregate
exercise price of such right, otherwise than on surrender of a Stock Option. 
 2.25 “Ordinary Shares”
means ordinary shares, $0.0001 par value per share, of the Company, and other securities as may be substituted for Ordinary Shares. 

  
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 2.26 “Other Cash-Based Award” means an Award granted
pursuant to Section 10.3 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. 

2.27 “Other Share-Based Award” means an Award under Article X of the Plan that is valued in whole or in
part by reference to, or is payable in or otherwise based on, Ordinary Shares, including, without limitation, an Award valued by reference to an Affiliate. 

2.28 “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the
Code. 
 2.29 “Participant” means an Eligible Individual to whom an Award has been granted pursuant to
the Plan. 
 2.30 “Performance Award” means an Award granted to a Participant pursuant to Article IX
hereof contingent upon achieving certain Performance Goals. 
 2.31 “Performance Goals” means goals
established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto. 

2.32 “Performance Period” means the designated period during which the Performance Goals must be
satisfied with respect to the Award to which the Performance Goals relate. 
 2.33 “Person” means an
individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a government or any branch, department, agency, political subdivision or
official thereof. 
 2.34 “Plan” means this Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan, as
amended from time to time. 
 2.35 “Proceeding” has the meaning set forth in Section 14.9. 

2.36 “Reference Stock Option” has the meaning set forth in Section 7.1. 

2.37 “Registration Date” means the date on which the Company sells its Ordinary Shares in a bona fide,
firm commitment underwriting pursuant to a registration statement under the Securities Act. 
 2.38
“Reorganization” has the meaning set forth in Section 4.2(b)(ii). 
 2.39 “Restricted
Stock” means an Award of Ordinary Shares under the Plan that is subject to restrictions under Article VIII. 
 2.40
“Restriction Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock. 

  
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 2.41 “Rule 16b-3”
means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision. 

2.42 “Section 162(m) of the Code” means the exception for performance-based compensation under Section
162(m) of the Code and any applicable treasury regulations thereunder. 
 2.43 “Section 409A of the
Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder. 

2.44 “Securities Act” means the Securities Act of 1933, as amended and all rules and regulations
promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing or superseding such section or regulation. 
 2.45 “Stock
Appreciation Right” means the right pursuant to an Award granted under Article VII. 
 2.46 “Stock
Option” or “Option” means any option to purchase Ordinary Shares granted to Eligible Individuals granted pursuant to Article VI. 

2.47 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f)
of the Code. 
 2.48 “Tandem Stock Appreciation Right” means the right to surrender to the Company all
(or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Ordinary Shares covered by
such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof). 

2.49 “Ten Percent Shareholder” means a Person owning stock possessing more than ten percent (10%) of the
total combined voting power of all classes of shares of the Company, its Subsidiaries or its Parent. 
 2.50
“Termination” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable. 

2.51 “Termination of Consultancy” means: (a) that the Consultant is no longer acting as a
consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another
Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy,
unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible 


  
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Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement
or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Award to
Section 409A of the Code. 
 2.52 “Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of
such Non-Employee Director’s directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of
Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be. 
 2.53
“Termination of Employment” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates;
or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the
event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole
discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the
foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition
of the term “Termination of Employment” does not subject the applicable Award to Section 409A of the Code. 
 2.54
“Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether
for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including
the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning. 

2.55 “Transition Period” means the period beginning with the Registration Date and ending as of the
earlier of: (i) the date of the first annual meeting of shareholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs;
and (ii) the expiration of the “reliance period” under Treasury Regulation Section 1.162-27(f)(2). 

  
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 ARTICLE III 

ADMINISTRATION 
 3.1
The Committee. The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, it is intended that each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, (b) an “outside director” under Section 162(m) of the Code and (c) an “independent director” under
the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall
be valid despite such failure to qualify. 
 3.2 Grants of Awards. The Committee shall have full authority to grant,
pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Performance Awards; (v) Other Share-Based Awards; and (vi) Other
Cash-Based Awards. In particular, the Committee shall have the authority: 
 (a) to select the Eligible Individuals to whom Awards may from
time to time be granted hereunder; 
 (b) to determine whether and to what extent Awards, or any combination thereof, are to be granted
hereunder to one or more Eligible Individuals; 
 (c) to determine the number of Ordinary Shares to be covered by each Award granted
hereunder; 
 (d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder
(including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the Ordinary Shares
relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion); 
 (e) to determine the amount of
cash to be covered by each Award granted hereunder; 
 (f) to determine whether, to what extent and under what circumstances grants of
Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan; 

(g) to determine whether and under what circumstances a Stock Option may be settled in cash, Ordinary Shares and/or Restricted Stock under
Section 6.4(d); 
 (h) to determine whether a Stock Option is an Incentive Stock Option or
Non-Qualified Stock Option; 
 (i) to determine whether to require a Participant, as a condition of
the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;


  
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 (j) to modify, extend or renew an Award, subject to Article XII and Section 6.4(l), provided,
however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant; and 
 (k) solely to
the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to
exercise Options under the Plan. 
 3.3 Guidelines. Subject to Article XII hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock
exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration
of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of
the Plan. The Committee may adopt special guidelines and provisions for Persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic
or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent. To the extent applicable, the Plan is intended to
comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and the Plan shall be
limited, construed and interpreted in a manner so as to comply therewith. 
 3.4 Decisions Final. Any decision,
interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and
each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns. 

3.5 Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman
and the Committee shall hold meetings, subject to the Articles of Association of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted
by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee
members in accordance with the Articles of Association of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable. 

  
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 3.6 Designation of Consultants/Liability. 

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan
and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee. In the event of any designation of authority
hereunder, subject to applicable law, applicable stock exchange rules and any limitations imposed by the Committee in connection with such designation, such designee or designees shall have the power and authority to take such actions, exercise such
powers and make such determinations that are otherwise specifically designated to the Committee hereunder. 
 (b) The Committee may employ
such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent.
Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any Person designated pursuant to Section 3.6(a) shall not be liable for any
action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Award granted under it. 
 3.7 Indemnification. To the
maximum extent permitted by applicable law and the Certificate of Incorporation and Articles of Association of the Company and to the extent not covered by insurance directly insuring such Person, each officer or employee of the Company or any
Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability
(including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in
connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of
indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or Articles of Association of the Company or any Affiliate.
Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the Plan. 

ARTICLE IV 
 SHARE
LIMITATION 
 4.1 Shares. (a) The aggregate number of Ordinary Shares that may be issued or used for reference
purposes or with respect to which Awards may be granted under the Plan shall not exceed 1,888,000 shares (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued Ordinary Shares or Ordinary
Shares held in or acquired for the treasury of the Company or both. The maximum number of Ordinary Shares with respect to 

  
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which Incentive Stock Options may be granted under the Plan shall be 1,888,000 shares. With respect to Stock Appreciation Rights settled in Ordinary Shares, upon settlement, only the
number of Ordinary Shares delivered to a Participant (based on the difference between the Fair Market Value of the Ordinary Shares subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price
of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under Sections 4.1(a) and 4.1(b). If any Option, Stock Appreciation Right or Other
Share-Based Awards granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of Ordinary Shares underlying any unexercised Award shall again be available for the purpose of Awards
under the Plan. If any shares of Restricted Stock, Performance Awards or Other Share-Based Awards denominated in Ordinary Shares awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted
Stock, Performance Awards or Other Share-Based Awards denominated in Ordinary Shares shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with
an Option, such grant shall only apply once against the maximum number of Ordinary Shares which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. Subject to
the provisions of Section 4.2 of the Plan, the number of Ordinary Shares available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the 2018 fiscal year, in an amount equal to the least of
(i) two percent (2%) of the outstanding Ordinary Shares on the last day of the immediately preceding fiscal year or (ii) such number of Ordinary Shares determined by the Board; provided, however, that such determination under
clause (ii) will be made no later than the last day of the immediately preceding fiscal year. 
 (b) Individual Participant
Limitations. To the extent required by Section 162(m) of the Code for Awards under the Plan to qualify as “performance-based compensation,” the following individual Participant limitations shall only apply after the expiration of the
Transition Period: 
 (i) The maximum number of Ordinary Shares subject to any Award of Stock Options, or Stock Appreciation Rights, or
shares of Restricted Stock, or Other Share-Based Awards for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 8.3(a)(ii) which may be granted
under the Plan during any fiscal year of the Company to any Participant shall be 750,000 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of Ordinary
Shares for all types of Awards does not exceed 1,000,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) during any fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a
Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Participant’s individual share limitations for both Stock Appreciation Rights and Stock Options. 

(ii) There are no annual individual share limitations applicable to Participants on Restricted Stock or Other Share-Based Awards for which the
grant, vesting or payment (as applicable) of any such Award is not subject to the attainment of Performance Goals. 

  
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 (iii) The maximum number of Ordinary Shares subject to any Performance Award which may be
granted under the Plan during any fiscal year of the Company to any Participant shall be 750,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company.

 (iv) The maximum value of a cash payment made under a Performance Award which may be granted under the Plan with respect to any fiscal
year of the Company to any Participant shall be $5,000,000. 
 (v) The individual Participant limitations set forth in this Section 4.1(b)
(other than Section 4.1(b)(iii)) shall be cumulative; that is, to the extent that Ordinary Shares for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in a fiscal year,
the number of Ordinary Shares available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used. 

(c) Annual Non-Employee Director Award Limitation. The aggregate grant date fair value (computed
as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted under the Plan to any individual Non-Employee Director in any fiscal year of the Company (excluding
Awards made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers and any stock dividends payable in respect of outstanding Awards) shall not exceed $1,000,000. 

4.2 Changes. 

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board, the Committee or
the shareholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any
Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Ordinary Shares, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or
part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding. 
 (b) Subject to the
provisions of Section 11.1: 
 (i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding
Ordinary Shares into a greater number of Ordinary Shares, or combines (by reverse split, combination or otherwise) its outstanding Ordinary Shares into a lesser number of Ordinary Shares, then the respective exercise prices for outstanding Awards
that provide for a Participant elected exercise and the number of Ordinary Shares covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for,
Participants under the Plan. 
 (ii) Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation,
statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the
Company’s outstanding Ordinary Shares are converted into 

  
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the right to receive (or the holders of Ordinary Shares are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the
Company or other entity (each, a “Reorganization”), then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the
number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or
(C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan. 

(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii),
including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company,
then the Committee may adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan. 

(iv) Any such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company and
all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of
Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.2 or in the applicable Award
Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.2. 

(v) Fractional Ordinary Shares resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated
until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted
and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan. 
 4.3
Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued Ordinary Shares are issued under the Plan, such shares shall not be issued for a consideration that is less
than as permitted under applicable law and, in any event, for less than the par value of such shares. 
 ARTICLE V 

ELIGIBILITY 
 5.1
General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole
discretion. 

  
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 5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible
Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by
the Committee in its sole discretion. 
 5.3 General Requirement. The vesting and exercise of Awards granted to a
prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively. 

ARTICLE VI 
 STOCK
OPTIONS 
 6.1 Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan.
Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option. 

6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock
Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option. 

6.3 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the
Participants affected, to disqualify any Incentive Stock Option under such Section 422. 
 6.4 Terms of Options.
Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

 (a) Exercise Price. The exercise price per share of Ordinary Shares subject to a Stock Option shall be determined by the Committee
at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, 110%) of the Fair Market Value of the Ordinary Shares
at the time of grant. 
 (b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock
Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed five years. 

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options
granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the 

  
 13 








 
Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock
Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the
installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. 

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent
vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of Ordinary Shares to be purchased. Such notice shall be accompanied by payment
in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Ordinary Shares are traded on a national
securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase
price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having the Company withhold Ordinary Shares issuable upon exercise of the Stock Option, or by payment in full or in part in
the form of Ordinary Shares owned by the Participant, based on the Fair Market Value of the Ordinary Shares on the payment date as determined by the Committee). No Ordinary Shares shall be issued until payment therefor, as provided herein, has been
made or provided for. 
 (e) Non-Transferability of Options. No Stock Option shall be
Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee
may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in
whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence
(i) may not be subsequently Transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any Ordinary Shares acquired upon the exercise of a
Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement. 

(f) Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the
Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may
be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of one (1) year from the date of such Termination, but in no event beyond
the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability, if the 

  
 14 








 
Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of
death, for a period of one (1) year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options. 

(g) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the
Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the
Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options. 

(h) Voluntary Resignation. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the
Participant’s Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options. 

(i) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock
Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination. 

(j) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are
reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination. 

(k) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the
Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds
$100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an
Incentive Stock Option is granted until three months prior to the date of exercise thereof (or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock
Option. Should any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of
obtaining the approval of the shareholders of the Company. 

  
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 (l) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and
conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under
the Plan (provided that the rights of a Participant are not reduced without such Participant’s consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant),
and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the
foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2),
unless such action is approved by the shareholders of the Company. 
 (m) Deferred Issuance of Ordinary Shares. The Committee may in
its discretion permit Participants to defer issuance of Ordinary Shares acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which
shall be intended to comply with the requirements of Section 409A of the Code. 
 (n) Early Exercise. The Committee may provide that a
Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the Ordinary Shares subject to the Stock Option prior to the full vesting
of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock. Unvested Ordinary Shares so purchased may be subject to a repurchase option in favor of the Company or to any other
restriction the Committee determines to be appropriate. 
 (o) Other Terms and Conditions. The Committee may include a provision in an
Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the Ordinary Shares underlying the Non-Qualified Stock Option exceeds the exercise
price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the
terms of the Plan, as the Committee shall deem appropriate. 
 ARTICLE VII 

STOCK APPRECIATION RIGHTS 

7.1 Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted in conjunction with all or part of any
Stock Option (a “Reference Stock Option”) granted under the Plan (“Tandem Stock Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option. 

  
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 7.2 Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock
Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following: 

(a) Exercise Price. The exercise price per Ordinary Share subject to a Tandem Stock Appreciation Right shall be determined by the
Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Ordinary Shares at the time of grant. 

(b) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall
terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted
with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination of the Reference Stock Option causes, the number of shares covered by
the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option. 

(c) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the
Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.4(c). 

(d) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of
the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part,
shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised. 
 (e) Payment.
Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Ordinary Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of
the Fair Market Value of an Ordinary Share over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of Ordinary Shares in respect of which the Tandem Stock Appreciation Right shall have been
exercised, with the Committee having the right to determine the form of payment. 
 (f) Deemed Exercise of Reference Stock Option.
Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of
the Plan on the number of Ordinary Shares to be issued under the Plan. 

  
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 (g) Non-Transferability. Tandem Stock Appreciation
Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.4(e) of the Plan. 

7.3 Non-Tandem Stock Appreciation Rights.
Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan. 

7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and
the following: 
 (a) Exercise Price. The exercise price per Ordinary Share subject to a
Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock
Appreciation Right shall not be less than 100% of the Fair Market Value of the Ordinary Shares at the time of grant. 
 (b) Term. The
term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted. 

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the
Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such
limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such
factors, if any, as the Committee shall determine, in its sole discretion. 
 (d) Method of Exercise. Subject to whatever installment
exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by
giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised. 

(e) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be
entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Ordinary Shares (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one Ordinary Share on the
date that the right is exercised over the Fair Market Value of one Ordinary Share on the date that the right was awarded to the Participant. 

(f) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter,
subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a
Participant’s Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j). 

  
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 (g) Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s
lifetime, only by the Participant. 
 7.5 Limited Stock Appreciation Rights. The Committee may, in its sole discretion,
grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the
occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award
Agreement, the Participant shall receive in cash and/or Ordinary Shares, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in
Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights. 
 7.6 Other Terms
and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the
Participant has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the Ordinary Shares underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right
on the date of expiration of such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem
appropriate. 
 ARTICLE VIII 

RESTRICTED STOCK 
 8.1
Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at
which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting
schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. 
 The Committee may condition the grant or
vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals) or such other factor as the Committee may determine in its sole discretion, including to comply with the requirements of Section
162(m) of the Code. 

  
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 8.2 Awards and Certificates. Eligible Individuals selected to receive
Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company, to the extent required by the Committee, and has
otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions: 

(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase
price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value. 

(b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may
specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder. 

(c) Legend. Each Participant receiving Restricted Stock shall be registered in the shareholder register in book entry, as evidencing
ownership of shares of Restricted Stock. Any certificates issued shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the following form: 
 “The anticipation, alienation,
attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Ichor Holdings, Ltd. (the “Company”) 2016 Omnibus
Incentive Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company dated                     . Copies
of such Plan and Agreement are on file at the principal office of the Company.” 
 (d) Custody. If stock certificates are issued
in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of
Restricted Stock, the Participant shall have delivered a duly signed share transfer form or other instruments of assignment (including a power of attorney), with a guarantee of signature if deemed necessary or appropriate by the Company, which would
permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part. 

8.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the
following restrictions and conditions: 
 (a) Restriction Period. (i) The Participant shall not be permitted to Transfer shares
of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement
and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or such
other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any
part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award. 

  
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 (ii) If the grant of shares of Restricted Stock or the lapse of restrictions is based on the
attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing prior to the beginning of
the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting
for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section
162(m) of the Code, to the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. 

(b) Rights as a Shareholder. Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in
an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of Ordinary Shares of the Company, including, without limitation, the right to receive dividends, the right to vote such
shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, include in the Award Agreement a contractual waiver of the payment of dividends
until, and conditioned upon, the expiration of the applicable Restriction Period. 
 (c) Termination. Unless otherwise determined by
the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction
Period, all Restricted Stock still subject to restriction will be surrendered in accordance with the terms and conditions established by the Committee at grant or thereafter. 

(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the
certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the
Committee. 
 ARTICLE IX 

PERFORMANCE AWARDS 
 9.1
Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. The Committee may grant Performance Awards that are intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Performance Award is
payable in shares of Restricted Stock, such shares shall be transferable to the Participant 

  
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only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance
Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement
in such form that is not inconsistent with the Plan and that the Committee may from time to time approve. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code,
the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 9.2(c). 

9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms
and conditions: 
 (a) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall
determine the extent to which the Performance Goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Award that has been earned. 

(b) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the
Plan, Performance Awards may not be Transferred during the Performance Period. 
 (c) Objective Performance Goals, Formulae or
Standards. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of
Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and
while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in
accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section
162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of
the Code. 
 (d) Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared
during the Performance Period with respect to the number of Ordinary Shares covered by a Performance Award will not be paid to the Participant. 

(e) Payment. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance
Awards, in such form (including, without limitation, in Ordinary Shares or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards. With respect to any Award that is intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, the Committee shall be precluded from having discretion to increase the amount of compensation payable under the terms of such Award. 

  
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 (f) Termination. Subject to the applicable provisions of the Award Agreement and the Plan,
upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be surrendered in accordance with the terms and conditions established by the Committee
at grant. 
 (g) Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee
may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award. 
 ARTICLE X

 OTHER SHARE-BASED AND CASH-BASED AWARDS 

10.1 Other Share-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Share-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Ordinary Shares, including but not limited to, Ordinary Shares awarded purely as a bonus and
not subject to restrictions or conditions, Ordinary Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued
by reference to book value of Ordinary Shares. Other Share-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan. 

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or
times at which, such Awards shall be made, the number of Ordinary Shares to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Ordinary Shares under such Awards upon the
completion of a specified Performance Period. 
 The Committee may condition the grant or vesting of Other Share-Based Awards upon the
attainment of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other Share-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish
the objective Performance Goals for the grant or vesting of such Other Share-Based Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or
at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the
Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such
provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as
“performance-based compensation” under Section 162(m) of the Code. 

  
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 10.2 Terms and Conditions. Other Share-Based Awards made pursuant to this
Article X shall be subject to the following terms and conditions: 
 (a) Non-Transferability.
Subject to the applicable provisions of the Award Agreement and the Plan, Ordinary Shares subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses. 
 (b) Dividends. Unless otherwise determined by the Committee in the
Award Agreement, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X contractually waives any right to receive, currently or on a deferred basis, dividends or dividend equivalents in respect
of the number of Ordinary Shares covered by the Award. 
 (c) Vesting. Any Award under this Article X and any Ordinary Shares covered
by any such Award shall vest or be surrendered to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion. 

(d) Price. Ordinary Shares issued on a bonus basis under this Article X may be issued for no cash consideration. Ordinary Shares
purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion. 

10.3 Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals
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. Other Cash-Based 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 an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder. 

ARTICLE XI 
 CHANGE IN
CONTROL PROVISIONS 
 11.1 Benefits. In the event of a Change in Control of the Company (as defined below), and
except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Award shall not vest automatically and a Participant’s Award shall be treated in accordance with one or more of the following methods as
determined by the Committee: 
 (a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor,
as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon
a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Ordinary Shares on such terms as determined by the Committee; provided that the
Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall
comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto). 

  
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 (b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the
Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the Ordinary Shares covered by such Awards, over the aggregate exercise price of such Awards; provided that in the event
such exercise price does not exceed such Change in Control Price, the Awards may be cancelled for no consideration. For purposes hereof, “Change in Control Price” shall mean the highest price per Ordinary Share
paid in any transaction related to a Change in Control of the Company. 
 (c) The Committee may, in its sole discretion, terminate all
outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Share-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each
Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each
such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall
be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall
be null and void. 
 (d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for
accelerated vesting or lapse of restrictions, of an Award at any time. 
 11.2 Change in Control. Unless otherwise
determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if: 

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of Ordinary Shares of the
Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the
Company’s then outstanding securities; 
 (b) during any period of two consecutive years, individuals who at the beginning of such
period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a
director 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


  
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Board) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at
least a majority of the Board; 
 (c) a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person (other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a
Change in Control of the Company; or 
 (d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition
by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or indirectly, 50% or more of
the combined voting power of the outstanding voting securities of the Company at the time of the sale. 
 Notwithstanding the foregoing, with respect to any
Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such
event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code. 

11.3 Escrow and Withholding of Proceeds. To the extent the Board determines that the escrow or withholding of any
proceeds with respect to any Awards is in the best interest of the Company in connection with a transaction that would result in a Change in Control, the Board shall, in its good faith, make any such determination, taking into account the
requirements of Section 409A of the Code, and such determination shall be final, binding and conclusive. The Board may make any such determination with respect to any Awards and shall not be required to treat all Awards in the same manner. 

11.4 Initial Public Offering not a Change in Control. Notwithstanding the foregoing, for purposes of the Plan, the
occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control. 

  
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 ARTICLE XII 

TERMINATION OR AMENDMENT OF PLAN 

Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of
the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the
consent of such Participant and, provided further, that without the approval of the holders of the Company’s Ordinary Shares entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the aggregate
number of Ordinary Shares that may be issued under the Plan (except by operation of Section 4.2); (ii) increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of
Section 4.2); (iii) change the classification of individuals eligible to receive Awards under the Plan; (iv) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (v) extend the maximum option period under
Section 6.4; (vi) alter the Performance Goals for Restricted Stock, Performance Awards or Other Share-Based Awards as set forth in Exhibit A hereto; (vii) award any Stock Option or Stock Appreciation Right in
replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement award; or (viii) require shareholder approval in order for the Plan to continue to comply with the applicable provisions of
Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may the Plan be amended without the approval of the shareholders of the Company in accordance with the applicable laws of
the Cayman Islands to increase the aggregate number of Ordinary Shares that may be issued under the Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require shareholder approval under
Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company. Notwithstanding anything herein to the
contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent. 

ARTICLE XIII 
 UNFUNDED
STATUS OF PLAN 
 The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect
to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured
creditor of the Company. 
 ARTICLE XIV 

GENERAL PROVISIONS 

14.1 Legend. The Committee may require each Person receiving Ordinary Shares pursuant to a Stock Option or other Award
under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may


  
 27 








 
include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for Ordinary Shares delivered under the Plan shall 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 Securities and Exchange Commission, any stock exchange upon which the Ordinary Shares are then listed or any
national securities exchange system upon whose system the Ordinary Shares are then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. 
 14.2 Other Plans. Nothing contained in the Plan
shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases. 

14.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award
hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor
shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment,
consultancy or directorship at any time. 
 14.4 Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of Ordinary Shares or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be
withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily
required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of Ordinary Shares otherwise deliverable or by delivering Ordinary Shares already owned. Any fraction of
an Ordinary Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant. 

14.5 No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically
provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any Person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such Person. 

14.6 Listing and Other Conditions. 

(a) Unless otherwise determined by the Committee, as long as the Ordinary Shares are listed on a national securities exchange or system
sponsored by a national securities association, the issuance of Ordinary Shares pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and
until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected. 

  
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 (b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of
Ordinary Shares pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall
have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Ordinary Shares or Awards, and the right to exercise
any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company. 

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have
expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

 (d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests
and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate. 

14.7 Shareholders Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to
the receipt of Ordinary Shares pursuant to an Award under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a shareholder’s agreement or such other documentation that shall set forth certain
restrictions on transferability of the Ordinary Shares acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such shareholder’s agreement or other documentation shall apply to the
Ordinary Shares acquired under the Plan and covered by such shareholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing shareholder agreement (or
other agreement). 
 14.8 Governing Law. The Plan and actions taken in connection herewith shall be governed and
construed in accordance with the laws of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws). 

14.9 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement,
or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts
having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or
any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of 

  
 29 








 
the courts of the State of Delaware, the court of the United States of America for the District of Delaware and appellate courts having jurisdiction of appeals from such courts, and agree that
all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such
courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to
plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such
Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the
books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner
permitted by the laws of Delaware. 
 14.10 Construction. Wherever any words are used in the Plan in the masculine
gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural
form in all cases where they would so apply. 
 14.11 Other Benefits. No Award granted or paid out under the Plan shall
be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation. 
 14.12 Costs. The Company shall bear all expenses associated with
administering the Plan, including expenses of issuing Ordinary Shares pursuant to Awards hereunder. 
 14.13 No Right to Same
Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. 

14.14 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with
written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of
an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan. 

14.15 Section 16(b) of the Exchange Act. All elections and transactions under the Plan by Persons subject to
Section 16 of the Exchange Act involving Ordinary Shares are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder. 

  
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 14.16 Section 409A of the Code. The Plan is intended to comply with the
applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply
with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary,
any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null
and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or
the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the
Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan
to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six
(6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period. 

14.17 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant,
including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate. 
 14.18
Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included. 
 14.19 Payments to Minors, Etc. Any benefit payable to or for the benefit of a
minor, an incompetent Person or other Person incapable of receipt thereof shall be deemed paid when paid to such Person’s guardian or to the party providing or reasonably appearing to provide for the care of such Person, and such payment shall
fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto. 

14.20 Lock-Up Agreement. As a condition to the grant of an Award, if requested by
the Company and the lead underwriter of any public offering of the Ordinary Shares (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Ordinary Shares or any securities convertible into, derivative of, or exchangeable or exercisable for, or
any other rights to purchase or acquire Ordinary Shares (except Ordinary Shares included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration
statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree
to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Ordinary Shares acquired pursuant to an Award until the end of such Lock-Up Period. 

  
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 14.21 Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. 

14.22 Section 162(m) of the Code. Notwithstanding any other provision of the Plan to the contrary, (i) prior to the
Registration Date and during the Transition Period, the provisions of the Plan requiring compliance with Section 162(m) of the Code for Awards intended to qualify as “performance-based compensation” shall only apply to the extent required
by Section 162(m) of the Code, and (ii) the provisions of the Plan requiring compliance with Section 162(m) of the Code shall not apply to Awards granted under the Plan that are not intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. 
 14.23 Post-Transition Period. Following the Transition Period,
any Award granted under the Plan that is intended to be “performance-based compensation” under Section 162(m) of the Code, shall be subject to the approval of the material terms of the Plan by a majority of the shareholders of the Company
in accordance with Section 162(m) of the Code and the treasury regulations promulgated thereunder. 
 14.24 Company Recoupment
of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a
Participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from
time to time by the U.S. Securities and Exchange Commission. 
 ARTICLE XV 

EFFECTIVE DATE OF PLAN 

The Plan shall become effective on December [•], 2016, which is the date of its adoption by the Board, subject to the approval of the
Plan by the shareholders of the Company in accordance with the requirements of the laws of the Cayman Islands. 
 ARTICLE XVI 

TERM OF PLAN 
 No Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of shareholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date; provided
that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based compensation” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the shareholder
approval of the Plan unless the Performance Goals are re-approved (or other designated Performance Goals are approved) by the shareholders no later than the first shareholder meeting that occurs in the fifth
year following the year in which shareholders approve the Performance Goals. 

  
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 ARTICLE XVII 

NAME OF PLAN 
 The Plan
shall be known as the “Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan.” 

  
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 EXHIBIT A 

PERFORMANCE GOALS 

To the extent permitted under Section 162(m) of the Code, performance goals established for purposes of Awards intended to be
“performance-based compensation” under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals: 

 

	 	•	 	earnings per share; 

  

	 	•	 	operating income; 

  

	 	•	 	gross income; 

  

	 	•	 	net income (before or after taxes); 

  

	 	•	 	cash flow; 

  

	 	•	 	gross profit; 

  

	 	•	 	gross profit return on investment; 

  

	 	•	 	gross margin return on investment; 

  

	 	•	 	gross margin; 

  

	 	•	 	operating margin; 

  

	 	•	 	working capital; 

  

	 	•	 	earnings before interest and taxes; 

  

	 	•	 	earnings before interest, tax, depreciation and amortization; 

  

	 	•	 	return on equity; 

  

	 	•	 	return on assets; 

  

	 	•	 	return on capital; 

  

	 	•	 	return on invested capital; 

  

	 	•	 	net sales; 

  

	 	•	 	gross sales; 

  

	 	•	 	sales growth; 

  

	 	•	 	annual recurring sales; 

  

	 	•	 	recurring sales; 

  

	 	•	 	license sales; 

  

	 	•	 	sales or market share; 

  

	 	•	 	total shareholder return; 

  

	 	•	 	economic value added; 

  

	 	•	 	specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of
the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion; 

  

	 	•	 	the fair market value of an Ordinary Share; 

  

	 	•	 	the growth in the value of an investment in the Ordinary Shares assuming the reinvestment of dividends; or 

  

	 	•	 	reduction in operating expenses. 


  
 A-1 








 With respect to Awards that are intended to qualify as “performance-based compensation”
under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines should be
appropriately excluded or adjusted, including: 
 (a) restructurings, discontinued operations, extraordinary items or events, and other
unusual or non-recurring charges as described in Accounting Standards Codification 225-20, “Extraordinary and Unusual Items,” and/or management’s
discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year; 

(b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s
management; or 
 (c) a change in tax law or accounting standards required by generally accepted accounting principles. 

Performance goals may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. In
addition, Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee
in its sole discretion. 
 In addition, such performance goals may be based upon the attainment of specified levels of Company (or
subsidiary, division, other operational unit, administrative department or product category of the Company) performance under one or more of the measures described above relative to the performance of other corporations. With respect to Awards that
are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without
limitation, compliance with any requirements for shareholder approval), the Committee may also: 
 (a) designate additional business criteria
on which the performance goals may be based; or 
 (b) adjust, modify or amend the aforementioned business criteria. 

  
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