EX-4.15



 Exhibit 4.15 

INTELSAT S.A. 
 AMENDED
AND RESTATED 
 2008 SHARE INCENTIVE PLAN 

(Amended and Restated as of April 18, 2013) 







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 1. Establishment, Purpose and Types of Awards
	  	 	1	  
		
	 2. Definitions
	  	 	1	  
	 Affiliate
	  	 	1	  
	 Applicable Exchange
	  	 	1	  
	 Awards
	  	 	1	  
	 BC Investors
	  	 	1	  
	 Board
	  	 	1	  
	 Cause
	  	 	2	  
	 Change in Control
	  	 	2	  
	 Closing
	  	 	2	  
	 Closing Date
	  	 	2	  
	 Code
	  	 	2	  
	 Committee
	  	 	2	  
	 Disability
	  	 	2	  
	 Disaffiliation
	  	 	3	  
	 Exchange Act
	  	 	3	  
	 Fair Market Value
	  	 	3	  
	 Grant Agreement
	  	 	3	  
	 Grant Date
	  	 	3	  
	 Incentive Share Options
	  	 	3	  
	 Individual Agreement
	  	 	3	  
	 Initial Public Offering
	  	 	3	  
	 Investor Group
	  	 	3	  
	 Investors
	  	 	3	  
	 Management Group
	  	 	3	  
	 Management Shareholders Agreement
	  	 	3	  
	 Nonqualified Share Options
	  	 	4	  
	 Parent
	  	 	4	  
	 Participant
	  	 	4	  
	 Performance Award
	  	 	4	  
	 Performance Measure
	  	 	4	  
	 Performance Period
	  	 	4	  
	 Permitted Holder
	  	 	4	  
	 Person
	  	 	4	  
	 Phantom Shares
	  	 	4	  
	 Restricted Shares
	  	 	5	  
	 Rollover Awards
	  	 	5	  
	 Rule 16b-3
	  	 	5	  
	 Securities Act
	  	 	5	  
	 Shares
	  	 	5	  
	 Share Option
	  	 	5	  









					
	 Share Purchase Agreement
	  	 	5	  
	 Share Appreciation Rights
	  	 	5	  
	 Silver Lake
	  	 	5	  
	 Subsidiary
	  	 	5	  
	 Termination of Employment
	  	 	5	  
		
	 3. Administration
	  	 	6	  
	 (a) Procedure
	  	 	6	  
	 (b) Secondary Committees and Sub-Plans
	  	 	6	  
	 (c) Powers of the Committee
	  	 	6	  
	 (d) Limited Liability
	  	 	7	  
	 (e) Indemnification
	  	 	8	  
	 (f) Effect of Committee’s Decision
	  	 	8	  
	 (g) Grant Agreements
	  	 	8	  
		
	 4. Shares Available Under the Plan
	  	 	8	  
		
	 5. Participation
	  	 	9	  
		
	 6. Share Options
	  	 	9	  
	 (a) Grant of Option
	  	 	9	  
	 (b) Exercise Price
	  	 	10	  
	 (c) Payment
	  	 	10	  
	 (d) Terms of Options
	  	 	10	  
	 (e) Restrictions on Incentive Share Options
	  	 	10	  
	 (f) Other Terms and Conditions
	  	 	11	  
		
	 7. Restricted Shares and Restricted Share Units
	  	 	11	  
	 (a) In General
	  	 	11	  
	 (b) Vesting Conditions and Other Restrictions
	  	 	11	  
	 (c) Share Issuance and Shareholder Rights
	  	 	12	  
		
	 8. Share Appreciation Rights and Phantom Shares
	  	 	13	  
	 (a) Award of Share Appreciation Rights
	  	 	13	  
	 (b) Restrictions of Tandem Share Appreciation Rights
	  	 	13	  
	 (c) Amount of Payment upon Exercise of Share Appreciation Rights
	  	 	13	  
	 (d) Form of Payment upon Exercise of Share Appreciation Rights
	  	 	13	  
	 (e) Phantom Shares
	  	 	14	  
		
	 9. Performance Awards
	  	 	14	  
		
	 10. Withholding and Reporting of Taxes
	  	 	14	  
		
	 11. Transferability
	  	 	15	  
		
	 12. Adjustments; Corporate Transactions
	  	 	15	  
		
	 13. Termination and Amendment
	  	 	16	  









					
	 (a) Amendment or Termination by the Board
	  	 	16	  
	 (b) Amendments by the Committee
	  	 	16	  
	 (c) Amendments to Awards
	  	 	16	  
		
	 14. Non-Guarantee of Employment
	  	 	16	  
		
	 15. Written Agreement
	  	 	16	  
		
	 16. Non-Uniform Determinations
	  	 	16	  
		
	 17. Listing and Registration
	  	 	17	  
		
	 18. Compliance with Securities Law
	  	 	17	  
		
	 19. No Trust or Fund Created
	  	 	17	  
		
	 20. No Limit on Other Compensation Arrangements
	  	 	17	  
		
	 21. No Restriction of Corporate Action
	  	 	18	  
		
	 22. Governing Law
	  	 	18	  
		
	 23. Plan Subject to Articles of Incorporation
	  	 	18	  
		
	 24. Effective Date; Termination Date
	  	 	18	  
		
	 25. Section 409A
	  	 	18	  








 INTELSAT S.A. 

AMENDED AND RESTATED 

2008 SHARE INCENTIVE PLAN 
  

	1.	Establishment, Purpose and Types of Awards 

 Intelsat S.A. (formerly known as Intelsat
Global Holdings S.A. and referred to herein as the “Company”) hereby establishes the Intelsat S.A. Amended and Restated 2008 Share Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term
growth and profitability of the Company by (i) providing incentives to improve shareholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company and its Subsidiaries to attract, retain
and reward the best available persons for positions of substantial responsibility. 
 The Plan permits the granting of Awards in the form of
Incentive Share Options, Nonqualified Share Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Phantom Shares and Performance Awards in each case as such term is defined below, and any combination of the foregoing. 

The Plan was assumed by the Company from Intelsat Global, Ltd. (formerly known as Serafina Holdings Limited) on March 30, 2012. The Plan
was originally adopted on February 1, 2008 (effective February 4, 2008), amended and restated as of May 6, 2009, amended on March 30, 2012 and amended and restated as of April 18, 2013. As of April 18, 2013 no new
Awards may be issued under the Plan; it being understood that Awards relating to the termination of the Company’s Unallocated Bonus Plan (the “Unallocated Bonus Plan Awards”) and the anti-dilution provisions of the letter
agreements between the Company and certain Participants, each dated May 6, 2009, ancillary to the Management Shareholders Agreement (the “Anti-Dilution Awards”), shall be granted and effective as of the same date. 

 

	2.	Definitions 

 Under this Plan, except where the context otherwise indicates, the
following definitions apply: 
 (a) “Affiliate” and “Associate” shall have the meanings contemplated by
Rule 12b-2 of the Exchange Act (or any successor rule). 
 (b) “Applicable Exchange” means a securities exchange, the
Nasdaq Stock Market or a similar exchange or market. 
 (c) “Awards” shall mean Incentive Share Options, Nonqualified Share
Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Phantom Shares and Performance Awards and any combination of the foregoing. 

(d) “BC Investors” shall have the meaning set forth in the Management Shareholders Agreement. 

(e) “Board” shall mean the Board of Directors of the Company. 







 (f) “Cause” means, unless otherwise provided in a Grant Agreement,
(i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party as of the date of grant of an applicable Award, or (ii) if there is no such Individual Agreement or if it does not define Cause:
(A) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the Participant’s employment duties, (C) willful and
deliberate failure on the part of the Participant to perform such Participant’s employment duties in any material respect, or (D) before a Change in Control, such other events as shall be determined by the Committee. 

(g) “Change in Control” shall mean (i) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than any Permitted Holder (or any person or group that is an Affiliate or associate of a Permitted Holder), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50%, indirectly or directly, of the voting securities of the Company (other than any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries) or
(ii) consummation of an amalgamation, a merger or consolidation of the Company or any direct or indirect Subsidiary thereof with any other entity or a sale or other disposition of all or substantially all of the assets of the Company following
which the voting securities of the Company that are outstanding immediately prior to such transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the entity that owns
substantially all of the Company’s assets either directly or through one or more subsidiaries) or any Parent or other Affiliate thereof) at least 50% of the combined voting power of the securities of the Company or, if the Company is not the
surviving entity, such surviving entity (or the entity that owns substantially all of the Company’s assets either directly or through one or more subsidiaries) or any Parent or other Affiliate thereof, outstanding immediately after such
transaction, except that no Change of Control shall occur under this clause (ii) if such amalgamation, merger or consolidation is with any of those certain Person(s) described in the resolutions of the Compensation Committee of the Board dated
December 29, 2008. 
 (h) “Closing” shall have the meaning set forth in the Share Purchase Agreement. 

(i) “Closing Date” shall have the meaning set forth in the Share Purchase Agreement. 

(j) “Code” shall mean the United States Internal Revenue Code of 1986, as amended, and any regulations issued thereunder.

 (k) “Committee” shall mean the Board or a committee of the Board appointed pursuant to Section 3 of the Plan to
administer the Plan. 
 (l) “Disability” means (i) “Disability” as defined in any Individual Agreement to
which the Participant is a party as of the date of grant of an applicable Award, (ii) if there is no such Individual Agreement or it does not define “Disability,” (A) permanent and total disability as determined under the
Company’s long-term disability plan applicable to the Participant, or (B) if there is no such plan applicable to the Participant, “Disability” as determined by the Committee. 

  
 2 








 (m) “Disaffiliation” means a Subsidiary of the Company ceasing to be a
Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the shares of the Subsidiary) or a sale of a division of the Company. 

(n) “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time. 

(o) “Fair Market Value” shall mean (i) if the Shares are traded on an Applicable Exchange, the closing sales price of
the Shares reported on such Applicable Exchange on the relevant date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; or (ii) if the Shares are not traded on an Applicable Exchange
on such date, the fair market value as determined in good faith by the Committee. 
 (p) “Grant Agreement” shall mean a
written or electronic agreement (which may include an Individual Agreement) between the Company and a grantee memorializing the terms and conditions of an Award granted pursuant to the Plan. 

(q) “Grant Date” shall mean the date on which the Committee acts to grant an Award to a grantee or such other date as the
Committee shall so designate at the time of taking such action. 
 (r) “Incentive Share Options” shall mean Share Options
that meet the requirements of Code Section 422. 
 (s) “Individual Agreement” means an employment, consulting or similar
agreement between a Participant and the Company and/or one of its Subsidiaries, entered into on or after February 4, 2008. 
 (t)
“Initial Public Offering” means the initial public offering of the Company’s common shares registered under a Registration Statement on Form F-1 (File No. 333-181527). 

(u) “Investor Group” shall mean the BC Investors and Silver Lake. 

(v) “Investor” shall mean each member of the Investor Group. 

(w) “Management Group” shall mean the group consisting of the directors, executive officers and other management personnel of
the Company or any Parent of the Company, as the case may be, on April 18, 2013 together with (i) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Company or any
Parent of the Company, as applicable, was approved by a vote of a majority of the directors of the Company, then still in office who were either directors on April 18, 2013 or whose election or nomination was previously so approved and
(ii) executive officers and other management personnel of the Company hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of the Company. 

(x) “Management Shareholders Agreement” shall mean that certain Management Shareholders Agreement by and among the Company,
the Investors and the other shareholders named therein dated as of February 4, 2008, as amended from time to time. 

  
 3 








 (y) “Nonqualified Share Options” shall mean Share Options that do not meet the
requirements of Code Section 422. 
 (z) “Parent” shall mean, with respect to any Person, any other Person of which such
Person is a direct or indirect Subsidiary. 
 (aa) “Participant” shall mean a prospective or actual director, officer or
full-time or part-time employee of the Company or any Subsidiary of the Company, who is granted an Award under the Plan. 
 (bb)
“Performance Award” shall mean an Award under Section 9 hereof. 
 (cc) “Performance Measure” shall
mean the following performance measures selected by the Committee to measure performance of the Company or any Subsidiary or other business division of same for a Performance Period, whether in absolute or relative terms: basic or diluted earnings
per share; earnings per share growth; revenue; operating income; net income (either before or after taxes); earnings and/or net income before interest and taxes; earnings and/or net income before interest, taxes, depreciation and amortization;
Consolidated EBITDA (as such term or similar term is used in the debt instruments of the Company or its Subsidiaries); return on capital; return on equity; return on assets; net cash provided by operations; free cash flow; backlog; share price;
economic profit; economic value; total shareholder return; gross margins, and/or costs, and such other performance measures as may be selected by the Committee. 

(dd) “Performance Period” means a period over which the achievement of targets for Performance Measures is determined. 

(ee) “Permitted Holder” shall mean (i) an Investor or an Affiliate of an Investor, (ii) the Management Group,
(iii) a Person or group that was an Affiliate of the Company immediately prior to the acquisition in question, or (iv) any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) the members of which
include any of the Permitted Holders specified in clauses (i), (ii) and/or (iii) above and that (directly or indirectly) hold or acquire beneficial ownership of the voting securities of the Company (a “Permitted Holder
Group”), so long as no Person or other “group” (other than Permitted Holders specified in clauses (i) - (iii) above) owns of record more than 50% on a fully diluted basis of the voting securities held by such Permitted Holder
Group. Any one or more Persons or groups whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer, as defined in the Indenture governing Intelsat Jackson Holdings S.A.’s 7  1⁄2 % Senior Notes Due April 2021, is made in accordance with the requirements of such indenture will thereafter, together with its (or their) Affiliates,
constitute an additional Permitted Holder or Permitted Holders, as applicable. 
 (ff) “Person” shall mean an individual,
partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 

(gg) “Phantom Shares” shall mean Awards under Section 8(e). 

  
 4 








 (hh) “Restricted Shares” and “Restricted Share Units” shall
mean Awards under Section 7. 
 (ii) “Rollover Awards” shall mean all “rollover” Class A Restricted Shares
and “rollover” Options originally awarded pursuant to the Intelsat Holdings, Ltd. 2005 Share Incentive Plan, as amended, which effective as of May 6, 2009 have been governed solely by the Plan and/or the applicable Grant Agreement
hereunder. 
 (jj) “Rule 16b-3” shall mean Rule 16b-3 as in effect under the Exchange Act on the effective date of the
Plan, or any successor provision prescribing conditions necessary to exempt the issuance of securities under the Plan (and further transactions in such securities) from Section 16(b) of the Exchange Act, or any successor provision. 

(kk) “Securities Act” shall mean the U.S. Securities Act of 1933, as amended. 

(ll) “Shares” shall mean the common shares of the Company, nominal value U.S. $0.01 per share (and any stock or other
securities into which such common shares may be converted or into which they may be exchanged). 
 (mm) “Share Option”
shall mean a Nonqualified Share Option or an Incentive Share Option. 
 (nn) “Share Purchase Agreement” shall mean that
certain Share Purchase Agreement dated as of June 19, 2007, by and among Intelsat Global, Ltd. and Serafina Acquisition Limited, a Bermuda exempted company, Intelsat Holdings, Ltd., a Bermuda company, and the shareholders signatory thereto.

 (oo) “Share Appreciation Rights” shall mean Awards under Section 8(a) to (d). 

(pp) “Silver Lake” shall have the meaning set forth in the Management Shareholders Agreement. 

(qq) “Subsidiary” and “Subsidiaries” shall mean any corporation, partnership, joint venture or other entity
during any period in which at least a 50% voting, equity or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. 

(rr) “Termination of Employment” means the termination of the applicable Participant’s employment with, or performance
of services for, the Company and any of its Subsidiaries provided that in each case such “Termination of Employment” constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).
Unless otherwise determined by the Committee, if a Participant’s employment with the Company and its Subsidiaries terminates but such Participant continues to provide services to the Company and its Subsidiaries in a non-employee capacity, such
change in status shall not be deemed a Termination of Employment. Unless otherwise determined by the Committee, a Participant employed by, or performing services for, a Subsidiary or a division of the Company and its Subsidiaries shall be deemed to
incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, or division ceases to be a Subsidiary or division, as the case may be, and the Participant does not immediately hereafter become an employee of, or service


  
 5 








 
provider for, the Company or another Subsidiary. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries shall not
be considered Terminations of Employment. 
  

	3.	Administration 

 (a) Procedure. The Plan shall be administered by the Board. In
the alternative, the Board may delegate authority to the Compensation Committee of the Board to administer the Plan on behalf of the Board or such other Committee as the Compensation Committee may designate, subject to such terms and conditions as
the Board may prescribe. Following such time as any Shares are registered under Section 12(b) or 12(g) of the Exchange Act, and subject to any applicable transition rules, such Committee shall consist of not less than two (2) members of
the Board (or such greater number as may be required by applicable law or the rules of an Applicable Exchange), each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 or any successor rule or similar import, and
an “outside director” within the meaning of Code Section 162(m) and the regulations promulgated thereunder and, to the extent required by an Applicable Exchange, an “outside director” within the meaning of such Applicable
Exchange. The Board may delegate to such Committee any or all of its duties and powers under the Plan. The Committee shall continue to administer the Plan on behalf of the Board until otherwise directed by the Board. 

(b) Secondary Committees and Sub-Plans. The Board may, in its sole discretion, bifurcate the duties and powers of the Committee
by establishing one or more secondary Committees to which certain duties and powers of the Board hereunder are delegated (each of which shall be regarded as a “Committee” under the Plan with respect to such duties and powers), or delegate
all of its duties and powers hereunder to a single Committee. Additionally, if permitted by applicable law, the Board or Committee may delegate any or all of its duties and powers hereunder to the Chief Executive Officer and/or to other senior
officers of the Company subject to such conditions and limitations as the Board or Committee shall prescribe. However, only the Committee described under Section 3(a) may designate and grant Awards to Participants who are subject to
Section 16 of the Exchange Act. The Committee shall also have the power to establish sub-plans (which may be included as appendices to the Plan or the respective Grant Agreements), which may constitute separate schemes, for the purpose of
establishing schemes which meet any special tax or regulatory requirements of countries other than the United States. Any such interpretations, rules, administration and sub-plans shall be consistent with the basic purposes of the Plan. 

(c) Powers of the Committee. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to
include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. The Committee shall have full power and authority to take all other
actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: 

(i) determine the Participants to whom, and the time or times at which Awards shall be granted; 

  
 6 








 (ii) determine the types of Awards to be granted; 

(iii) determine the number of Shares and/or amount of cash to be covered by or used for reference purposes for each Award; 

(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall
determine, including without limitation establishing in its discretion performance criteria that must be satisfied before an Award vests and/or becomes payable, the term during which an Award is exercisable, and the period, if any, following a
grantee’s Termination of Employment with the Company or any of its Subsidiaries during which the Award shall remain exercisable; 

(v) subject to Section 13, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to
time; 
 (vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; 
 (vii) to interpret the terms and provisions of the Plan and any Award issued under the
Plan (and any agreement relating thereto); 
 (viii) to establish any “blackout” period that the Committee in its
sole discretion deems necessary or advisable; 
 (ix) to otherwise administer the Plan; 

(x) accelerate the time in which an Award may be exercised or in which an Award becomes payable and waive or accelerate the
lapse, in whole or in part, of any restriction or condition with respect to an Award; 
 (xi) establish objectives and
conditions, including targets for Performance Measures, if any, for earning Awards and determining whether Awards will be paid after the end of a Performance Period; and 

(xii) subject to the provisions of Section 409A of the Code, permit the deferral of, or require a Participant to defer
such Participant’s receipt of, the delivery of Shares and/or cash under an Award that would otherwise be due to such Participant and establish rules and procedures for such payment deferrals. 

The Committee shall have full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan as the Committee deems necessary, desirable or appropriate in accordance with the Company’s Articles of Incorporation. 

(d) Limited Liability. To the maximum extent permitted by law, no member of the Board or Committee or its delegate shall be
liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. 

  
 7 








 (e) Indemnification. The members of the Board and Committee and any delegate shall
be indemnified by the Company in respect of all their activities under the Plan in accordance with the procedures and terms and conditions set forth in the Company’s Articles of Incorporation. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Memorandum of Association, as a matter of law, or otherwise. 

(f) Effect of Committee’s Decision. All actions taken and decisions and determinations made by the Committee or a delegate
on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Committee’s or its delegate’s sole and absolute discretion and, except as may be otherwise provided in any Grant Agreement, shall be
conclusive and binding on all parties concerned, including the Company, its shareholders, any Participants in the Plan and any other employee of the Company, and their respective successors in interest. 

(g) Grant Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written
Grant Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Grant Agreement’s
being signed by the Company and/or the Participant receiving the Award unless specifically so provided by the Committee. Grant Agreements may be amended only in accordance with Section 13 hereof. 

 

	4.	Shares Available Under the Plan 

 (a) Subject to Section 4(b) and to the adjustments
as provided in Section 12 of the Plan, the aggregate number of Shares that may be delivered or purchased or used for reference purposes (with respect to Share Appreciation Rights or Phantom Shares) with respect to Awards granted under the Plan,
including with respect to Incentive Share Options, shall not exceed an aggregate of 4,047,290.51, plus an aggregate of 2,423,160 Shares that may be delivered or purchased with respect to the Anti-Dilution Awards. Except as set forth in
Section 4(b): (i) if any Award, or portion of an Award, issued under the Plan, expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any Shares without the delivery
by the Company (or, in the case of Restricted Shares, without vesting) of Shares or if any Award is settled in cash and not in Shares, the Shares subject to such Award shall thereafter be available for further Awards under the Plan; (ii) if the
exercise price of any Share Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares issued net of the Shares
delivered or attested to shall be deemed delivered for purposes of the limits set forth in this Section 4(a); and (iii) to the extent any Shares subject to an Award are withheld to satisfy the exercise price (in the case of a Share Option)
and/or the tax withholding obligations relating to such Award, such Shares shall not be deemed to have been delivered for purposes of the limits set forth in this Section 4(a). 

(b) Notwithstanding Section 4(a) and subject to the adjustments as provided in Section 12 of the Plan, an additional 2,141,520.54
Shares shall be available for issuance under the Plan pursuant to the exercise or vesting of Rollover Awards. Notwithstanding Section 4(a): 

  
 8 








 
(i) no Shares subject to any Rollover Award, or portion of a Rollover Award, that expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or
canceled as to any Shares without the delivery by the Company (or, in the case of Restricted Shares, without vesting) of Shares or settled in cash and not in Shares, (whether on, prior to or following the date of this Amendment and Restatement of
the Plan) shall thereafter be available for further Awards under the Plan; (ii) if the exercise price of any Rollover Award and/or the tax withholding obligations relating to any Rollover Award (whether on, prior to or following the date of
this Amendment and Restatement of the Plan) are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), all Shares subject to such Rollover Award shall be deemed delivered for purposes of the limits set forth in
this Section 4(b); and (iii) to the extent any Shares subject to a Rollover Award are withheld to satisfy the exercise price and/or the tax withholding obligations relating to such Rollover Award (whether on, prior to or following the date
of this Amendment and Restatement of the Plan), all such Shares shall be deemed to have been delivered for purposes of the limits set forth in this Section 4(b). 

(c) Shares available under the Plan may be, in any combination, authorized but unissued Shares and Shares that are repurchased in the market,
and canceled by the Company. In no event will any Award, or portion of an Award, issued under the Plan result in the issuance of Shares for an amount less than their underlying aggregate par value. 

 

	5.	Participation 

 Participation in the Plan shall be open to all prospective and actual
officers and other regular full-time and part-time employees and all prospective and actual directors of the Company, or of any Subsidiary of the Company, as may be selected by the Committee from time to time. Notwithstanding the foregoing,
participation in the Plan with respect to Awards of Incentive Share Options shall be limited to employees of the Company or of any Subsidiary of the Company. 

Awards may be granted to such Participants and for or with respect to such number of Shares as the Committee shall determine, subject to the
limitations in Section 4(a). A grant of any type of Award made in any one year to a Participant shall neither guarantee nor preclude a further grant of that or any other type of Award to such person in that year or subsequent years. 

 

	6.	Share Options 

 Subject to the other applicable provisions of the Plan, the Committee may
from time to time grant to Participants Awards of Nonqualified Share Options and/or Incentive Share Options. The Share Option granted shall be subject to the following terms and conditions. 

(a) Grant of Option. The grant of a Share Option shall be evidenced by a Grant Agreement, executed by the Company and the
grantee, stating the number of Shares subject to the Share Option evidenced thereby, the exercise price and the terms and conditions of such Share Option, in such form as the Committee may from time to time determine. 

  
 9 








 (b) Exercise Price. The price per Share payable upon the exercise of each Share
Option shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. 
 (c)
Payment. Share Options may be exercised in whole or in part by payment of the exercise price of the Shares to be acquired in accordance with the provisions of the Grant Agreement, and/or such rules and regulations as the Committee may have
prescribed, and/or such determinations, orders, or decisions as the Committee may have made. Payment may be made in cash (or cash equivalents acceptable to the Committee) or to the extent permitted by the Committee and permitted by applicable law,
in Shares, or by such other means as the Committee may prescribe. The Fair Market Value of Shares delivered on exercise of Share Options shall be determined as of the date of exercise. 

If the Shares are registered under Section 12(b) or 12(g) of the Exchange Act, the Committee, subject to applicable law and such
limitations as it may determine, may authorize payment of the exercise price, in whole or in part, by delivery of a properly executed exercise notice, together with irrevocable instructions, to: (i) a brokerage firm to deliver promptly to the
Company the aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection with the exercise, and (ii) the Company to deliver the certificates for such purchased Shares
directly to such brokerage firm (or register the Shares in the name of such brokerage firm). 
 (d) Terms of Options. The term
during which each Share Option may be exercised shall be determined by the Committee; provided, however, that in no event shall a Share Option be exercisable more than ten years from the date it is granted unless otherwise determined
by the Committee. Prior to the exercise of the Share Option and delivery of the Share certificates represented thereby (or registration of such Shares), the grantee shall have none of the rights of a shareholder with respect to any Shares
represented by an outstanding Share Option. 
 (e) Restrictions on Incentive Share Options. Incentive Share Option
Awards granted under the Plan shall comply in all respects with Code Section 422 and, as such, shall meet the following additional requirements: 

(i) Grant Date. An Incentive Share Option must be granted within ten (10) years of the earlier of the Plan’s
adoption by the Board of Directors or approval by the Company’s shareholders. 
 (ii) Exercise Price and Term.
The exercise price of an Incentive Share Option shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date the Share Option is granted and the term of the Share Option shall not exceed ten years. Also,
the exercise price of any Incentive Share Option granted to a grantee who owns (within the meaning of Code Section 422(b)(6), after the application of the attribution rules in Code Section 424(d)) more than ten percent (10%) of the
total combined voting power of all classes of shares of the Company or any Subsidiary of the Company shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the grant date and the term of such Share
Option shall not exceed five years. 

  
 10 








 (iii) Maximum Grant. The aggregate Fair Market Value (determined as of the
Grant Date) of Shares of the Company with respect to which all Incentive Share Options first become exercisable by any grantee in any calendar year under this or any other plan of the Company and its Subsidiaries may not exceed One Hundred Thousand
Dollars (U.S. $100,000) or such other amount as may be permitted from time to time under Code Section 422. To the extent that such aggregate Fair Market Value shall exceed One hundred Thousand Dollars (U.S. $100,000), or other applicable
amount, such Share Options to the extent of the Shares in excess of such limit shall be treated as Nonqualified Share Options. In such case, the Company may designate the Shares that are to be treated as Shares acquired pursuant to the exercise of
an Incentive Share Option. 
 (iv) Grantee. Incentive Share Options shall only be issued to employees of the Company
or of a Subsidiary of the Company. 
 (v) Designation. No Share Option shall be an Incentive Share Option unless so
designated by the Committee at the time of grant or in the Grant Agreement evidencing such Share Option. 
 (vi)
Shareholder Approval. No Share Option issued under the Plan shall be an Incentive Share Option unless the Plan is approved by the shareholders of the Company within twelve (12) months of its adoption by the Board in accordance with the
Company’s Articles of Incorporation and governing law relating to such matters. 
 (f) Other Terms and Conditions. Share Options
may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine appropriate from time to time. 
  

	7.	Restricted Shares and Restricted Share Units 

 (a) In General. Subject to the
other applicable provisions of the Plan and applicable law, the Committee may at any time and from time to time grant Restricted Shares or Restricted Share Units to Participants, in such amounts and subject to such vesting conditions, other
restrictions and conditions for removal of restrictions as it determines. Unless determined otherwise by the Committee or set forth otherwise in any Award Agreement, Participants receiving Restricted Shares or Restricted Share Units are not required
to pay the Company cash consideration therefore (except as may be required for applicable tax withholding). 
 (b) Vesting
Conditions and Other Restrictions. Each Award for Restricted Shares and Restricted Share Units shall be evidenced by a Grant Agreement or other documentation that specifies the applicable vesting conditions and other restrictions, if any, on
such Award, the duration of such restrictions, and the time or times at which such restrictions shall lapse with respect to all or a specified number of the Restricted Shares that are part of the Award. Notwithstanding the foregoing, the Committee
may reduce or shorten the duration of any vesting or other restriction applicable to any Restricted Shares or Restricted Share Units awarded to any grantee under the Plan. 

  
 11 








 (c) Share Issuance and Shareholder Rights. 

(i) Restricted Shares. Share certificates with respect to Shares granted pursuant to a Restricted Share Award may be
issued, and/or Shares may be registered, at the time of grant of the Restricted Share Award. Any Share certificates shall bear an appropriate legend with respect to the restrictions applicable to such Restricted Share Award and the grantee may be
required to deposit the certificates with the Company during the period of any restriction thereon and to execute a blank share power or other instrument of transfer therefore. No portion of Restricted Shares may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of by the Participant until such portion of Restricted Shares becomes vested, and any purported sale, transfer, assignment, pledge, encumbrance or disposition shall be void and unenforceable against the
Company. If Share certificates have been issued with a legend as provided above, then as soon as administratively practicable after the lapsing of the restrictions with respect to any Restricted Shares, the Company shall deliver to the Participant
or his or her personal representative, in book-entry or certificate form, the formerly Restricted Shares that do not bear any restrictive legend making reference to a Grant Agreement. Such Shares shall be free of restrictions, except for any
restrictions required under Federal securities laws and other applicable law. Except as otherwise provided by the Committee or in an applicable Grant Agreement, during the period of restriction following issuance of Restricted Share certificates (or
registration of the Restricted Shares), the grantee shall have all of the rights of a holder of Shares, including but not limited to the right to receive dividends (or amounts equivalent to dividends) and to vote with respect to the Restricted
Shares. The Committee, in its discretion, may provide that any dividends or distributions paid with respect to Shares subject to the unvested portion of a Restricted Share Award will be subject to the same restrictions as the Restricted Shares to
which such dividends or distributions relate, and that cash dividends may be held in custody or otherwise by the Company. 

(ii) Restricted Share Units. Certificates for the Shares subject to a Restricted Share Unit shall be issued, and/or
Shares shall be registered, upon vesting and lapse of any other restrictions with respect to the issuance of Shares under such Award. The grantee will not be entitled to vote such Shares or to any of the other rights of shareholders during the
period prior to issuance of the certificates for such Shares and/or the registration of the Shares. An Award of Restricted Share Units may provide the Participant with the right to receive amounts equivalent to dividends and distributions paid with
respect to Shares subject to the Award while the Award is outstanding, which payments may, in the Committee’s discretion, either be made currently or credited to an account for the Participant, and may be settled in cash or Shares, all as
determined by the Committee. Unless otherwise determined by the Committee or in an applicable Grant Agreement with respect to a particular Award, each outstanding Restricted Share Unit shall accrue such dividend equivalents, which amounts will be
paid only when and if the Restricted Share Unit (on which such dividend equivalents were accrued) vests and becomes payable. To the extent that a Restricted Share Unit does not vest or is cancelled, any accrued and unpaid dividend equivalents shall
be forfeited. 

  
 12 









	8.	Share Appreciation Rights and Phantom Shares 

 (a) Award of Share Appreciation
Rights. Subject to the other applicable provisions of the Plan, the Committee may at any time and from time to time grant Share Appreciation Rights to Participants, either on a free-standing basis (without regard to or in addition to the grant
of a Share Option) or on a tandem basis (related to the grant of an underlying Share Option), as it determines. Share Appreciation Rights granted in tandem with or in addition to a Share Option may be granted either at the same time as the Share
Option or at a later time; provided, however, that a tandem Share Appreciation Right shall not be granted with respect to any outstanding Incentive Share Option Award without the consent of the grantee. Share Appreciation Rights shall
be evidenced by Grant Agreements, executed by the Company and the grantee, stating the number of Shares subject to the Share Appreciation Right evidenced thereby and the terms and conditions of such Share Appreciation Right, in such form as the
Committee may from time to time determine. The term during which each Share Appreciation Right may be exercised shall be determined by the Committee. Unless otherwise determined by the Committee, in no event shall a Share Appreciation Right be
exercisable more than ten years from the date it is granted. The grantee shall have none of the rights of a shareholder with respect to any Shares represented by a Share Appreciation Right. 

(b) Restrictions of Tandem Share Appreciation Rights. Share Appreciation Rights granted in tandem with Share Options shall be
exercisable only to the same extent and subject to the same conditions as the Share Options related thereto are exercisable. The Committee may, in its discretion, prescribe additional conditions to the exercise of any such tandem Share Appreciation
Right. 
 (c) Amount of Payment upon Exercise of Share Appreciation Rights. Unless otherwise determined by the
Committee in a Grant Agreement at the time of grant, each Share Appreciation Right shall entitle the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of
(i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the base price per Share specified in the Grant Agreement (which shall be no less than the Fair Market Value of a Share on the Grant Date), times
(ii) the number of Shares specified by the Share Appreciation Right, or portion thereof, that is exercised. In the case of exercise of a tandem Share Appreciation Right, such payment shall be made in exchange for the surrender of the
unexercised related Share Option (or applicable portion or portions thereof). 
 (d) Form of Payment upon Exercise of Share
Appreciation Rights. Payment by the Company of the amount receivable upon or following any exercise of a Share Appreciation Right may be made by the delivery of Shares or cash, or any combination of Shares and cash, as determined in the sole
discretion of the Committee from time to time. If upon settlement of the exercise of a Share Appreciation Right a grantee is to receive a portion of such payment in Shares, the number of Shares shall be determined by dividing such portion by the
Fair Market Value of a Share on the exercise date. No fractional Shares shall be used for such payment and the Committee shall determine whether cash shall be given in lieu of such fractional Shares or whether such fractional Shares shall be
eliminated. 

  
 13 








 (e) Phantom Shares. The grant of Phantom Shares shall be evidenced by a Grant
Agreement, executed by the Company and the grantee that incorporates the terms of the Plan and states the number of Phantom Shares evidenced thereby and the terms and conditions of such Phantom Shares in such form as the Committee may from time to
time determine. Phantom Shares granted to a Participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require a segregation of any of the Company’s assets. Each Phantom Share shall represent the
value of one Share. Phantom Shares shall become payable in whole or in part in such form, at such time or times and pursuant to such conditions in accordance with the provisions of the Grant Agreement, and/or such rules and regulations as the
Committee may prescribe, and/or such determinations, orders or decisions as the Committee may make. Except as otherwise provided in the applicable Grant Agreement, the grantee shall have none of the rights of a shareholder with respect to any Shares
represented by a Phantom Share as a result of the grant of a Phantom Share to the grantee. Phantom Shares may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine desirable or appropriate
from time to time. 
  

	9.	Performance Awards 

 The Committee, in its discretion, may establish targets for
Performance Measures for selected Participants and authorize the granting, vesting, payment and/or delivery of Performance Awards in the form of Incentive Share Options, Nonqualified Share Options, Restricted Shares, Restricted Share Units, Share
Appreciation Rights, Phantom Shares and/or cash to such Participants upon achievement of such targets for Performance Measures during a Performance Period. The Committee, in its discretion, shall determine the Participants eligible for Performance
Awards, the targets for Performance Measures to be achieved during each Performance Period, and the type, amount, and terms and conditions of any Performance Awards. Performance Awards may be granted either alone or in addition to other Awards made
under the Plan. 
  

	10.	Withholding and Reporting of Taxes 

 The Company may require, as a condition to the grant
of any Award under the Plan, vesting or exercise pursuant to such Award or to the delivery of certificates for or registration of Shares issued or payments of cash to a grantee pursuant to the Plan or a Grant Agreement, that the grantee pay to the
Company (or the applicable Subsidiary), in cash or, if approved by the Company (or the applicable Subsidiary), in Shares, including Shares acquired upon grant of the Award or exercise of the Award, valued at Fair Market Value on the date as of which
the withholding tax liability is determined, an amount sufficient to satisfy any U.S. federal, state, local or non-U.S. taxes of any kind (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable
event under the Plan. The Company (or the applicable Subsidiary), to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a grantee any federal, state or
local taxes of any kind or any applicable taxes or other required withholding of any other jurisdiction required by law to be withheld with respect to the grant, vesting, exercise or payment of or under any Award under the Plan or a Grant Agreement,
or to retain or sell a sufficient number of the Shares to be issued to such grantee to cover any such taxes. The Company or any of its Subsidiaries shall comply with any applicable tax reporting requirements of any


  
 14 








 
jurisdiction imposed on it by law with respect to the granting, vesting, exercise and/or payment of Awards. Notwithstanding any other provision of the Plan, the number of Shares which may be
withheld with respect to the issuance, vesting, exercise or payment of any Award in order to satisfy the Participant’s federal, state, and local income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of
the Award shall be limited to the number of Shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for U.S. federal, state, local and
non-U.S. income tax and payroll tax purposes that are applicable to such supplemental taxable income. 
  

	11.	Transferability 

 No Award granted under the Plan shall be transferable by a grantee
otherwise than by will or the laws of descent and distribution. Unless otherwise determined by the Committee in accordance with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only
by the grantee or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative. Notwithstanding the foregoing, an Award other than an Incentive Share Option may, in the Committee’s sole
discretion, be transferable by gift or domestic relations order to (i) the grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
daughter-in-law, son-in-law, brother-in-law or sister-in-law, including adoptive relationships (such persons, “Family Members”), (ii) a company, partnership, limited liability company or other business entity whose only shareholders,
partners or members, as applicable are the grantee and/or Family Members, or (iii) a trust in which the grantee and/or Family Members have all of the beneficial interests, and subsequent to any such transfer any Award may be exercised by any
such transferee. 
  

	12.	Adjustments; Corporate Transactions 

 In the event of (i) a share dividend, share
split, reverse share split, share combination, or recapitalization, an extraordinary dividend or similar event affecting the capital structure of the Company (other than, for the avoidance of doubt, a normal cash dividend), or (ii) a merger,
consolidation, amalgamation, scheme of arrangement, acquisition of property or shares, separation, spinoff, reorganization, share rights offering, liquidation, Disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each,
a “Corporate Transaction”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to, (A) the aggregate number and kind of Shares or other securities reserved for issuance
and delivery under the Plan; (B) the number and kind of Shares or other securities subject to outstanding Awards; and (C) the exercise price of outstanding Share Options and Share Appreciation Rights. In the case of Corporate Transactions,
such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the
Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Shares receive consideration other than publicly traded equity securities of the ultimate surviving
entity, any such determination by the Committee that the value of a Share Option or Share Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the 

  
 15 








 
consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Share Option or Share Appreciation Right shall conclusively be deemed valid); and
(2) the substitution of other property of equal value (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards. 

 

	13.	Termination and Amendment 

 (a) Amendment or Termination by the Board. The Board,
without further approval of the shareholders of the Company, may amend or terminate the Plan or any portion thereof at any time, except that no amendment shall become effective without approval of the shareholders of the Company if shareholder
approval is necessary to comply with any tax or regulatory requirement or rule of any Applicable Exchange. 
 (b) Amendments by
the Committee. The Committee shall be authorized to make minor or administrative amendments to the Plan as well as amendments to the Plan that may be dictated by requirements of U.S. federal or state laws or any non-U.S. laws applicable to the
Company or that may be authorized or made desirable by such laws. 
 (c) Amendments to Awards. The Committee may amend
any outstanding Award in any manner as provided in Section 12. In addition, the Committee may otherwise modify or amend any outstanding Award to the extent that the Committee would have had the authority to make such Award as so amended;
provided that the Committee shall not have the power to terminate any outstanding unvested Awards, other than pursuant to the terms thereof, without the Participant’s prior written consent. 

 

	14.	Non-Guarantee of Employment 

 Nothing in the Plan or in any Grant Agreement thereunder
shall confer any right on an employee to continue in the employ of the Company or any Subsidiary of the Company or shall interfere in any way with the right of the Company or any Subsidiary of the Company to terminate an employee at any time. 

 

	15.	Written Agreement 

 Each Grant Agreement entered into between the Company and a grantee
with respect to an Award granted under the Plan shall incorporate the terms of this Plan and shall contain such provisions, not inconsistent with the provisions of the Plan, as may be established by the Committee. 

 

	16.	Non-Uniform Determinations 

 The Committee’s determinations under the Plan
(including without limitation determinations of the persons to receive Awards, the form, amount and time of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. 

  
 16 









	17.	Listing and Registration 

 If the Company determines that the listing, registration or
qualification upon any Applicable Exchange or under any law of Shares subject to any Award is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of Shares thereunder, no such Award may be
exercised in whole or in part and no restrictions on such Award shall lapse, unless such listing, registration or qualification is effected free of any conditions not acceptable to the Company. 

 

	18.	Compliance with Securities Law 

 The Company may require that a grantee, as a condition
to exercise of an Award, and as a condition to the delivery of any share certificate (or registration of shares), provide to the Company, at the time of each such exercise and each such delivery (or registration), a written representation that the
Shares being acquired shall be acquired by the grantee solely for investment and will not be sold or transferred without registration or the availability of an exemption from registration under the Securities Act and applicable state securities laws
and other applicable laws. The Company may also require that a grantee submit other written representations that will permit the Company to comply with U.S. federal and applicable state securities laws in connection with the issuance of the Shares,
including representations as to the knowledge and experience in financial and business matters of the grantee and the grantee’s ability to bear the economic risk of the grantee’s investment. The Company may require that the grantee obtain
a “purchaser representative” as that term is defined in applicable federal and state securities laws. Any Share certificates for Shares issued pursuant to this Plan may bear a legend restricting transferability of the Shares unless such
Shares are registered or an exemption from registration is available under the Securities Act and applicable securities laws of the states of the U.S. and other applicable laws. The Company may notify its transfer agent to stop any transfer of
Shares not made in compliance with these restrictions. Shares shall not be issued with respect to an Award granted under the Plan unless the exercise of such Award and the issuance and delivery of Share certificates (or registration) for such Shares
pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder and the requirements of any Applicable Exchange, and shall be
further subject to the approval of counsel for the Company with respect to such compliance to the extent such approval is sought by the Committee. 
  

	19.	No Trust or Fund Created 

 Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award,
such right shall be no greater than the right of any unsecured general creditor of the Company. 
  

	20.	No Limit on Other Compensation Arrangements 

 Nothing contained in the Plan shall prevent
the Company or any of its Subsidiaries from adopting or continuing in effect other compensation arrangements (whether such arrangements 

  
 17 








 
be generally applicable or applicable only in specific cases), including without limitation the granting of Share Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights or
Phantom Share Units otherwise than under the Plan. 
  

	21.	No Restriction of Corporate Action 

 Nothing contained in the Plan shall be construed to
limit or impair the power of the Company or any of its Subsidiaries to make adjustments, reclassifications, reorganizations, or changes in its capital or business structure, or to amalgamate, merge or consolidate, liquidate, sell or transfer all or
any part of its business or assets or, except as otherwise provided herein, or in a Grant Agreement, to take other actions which it deems to be necessary or appropriate. No employee, beneficiary or other person shall have any claim against the
Company or any of its Subsidiaries as a result of such action. 
  

	22.	Governing Law 

 The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Board or Committee relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined in accordance with applicable federal laws and the laws of Delaware. Unless otherwise provided in the Grant Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive
jurisdiction and venue of the courts of Delaware, to resolve any and all issues that may arise out of or relate to the Plan or any related Grant Agreement. 
  

	23.	Plan Subject to Articles of Incorporation 

 This Plan is subject to the Company’s
Articles of Incorporation, as they may be amended from time to time. 
  

	24.	Effective Date; Termination Date 

 The Plan was originally effective as of
February 4, 2008, and was most recently amended as of April 18, 2013. As of April 18, 2013, no new Awards may be issued under the Plan; it being understood that the Unallocated Bonus Plan Awards and the Anti-Dilution Awards shall be
granted and effective as of the same date. Subject to other applicable provisions of the Plan, all Awards made under the Plan on or prior to such date shall remain in effect until such Awards have been satisfied or terminated in accordance with the
Plan and the terms of such Awards. Upon the expiration, satisfaction or termination of all Awards made under the Plan on or prior to such date, the Plan shall terminate automatically and all obligations and liabilities associated hereunder shall be
irrevocably discharged without any further recourse. 
  

	25.	Section 409A 

 To the extent applicable, the Plan and Grant Agreements shall be
interpreted in accordance with Section 409A of the Code and United States Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the
Committee determines that any Share Option or 

  
 18 








 
other Award may be subject to Section 409A of the Code, the Committee reserves the right (without any obligation to do so or to indemnify the Participant for any failure to do so) to adopt
such amendments to the Plan and the applicable Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or
appropriate to (a) exempt the Share Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Share Option, or (b) comply with the requirements of Section 409A of
the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under such Section 409A. 
 If
any Participant is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, to the extent delayed distributions with respect to any Award
held by such Participant (after taking into account all exclusions applicable to such distributions under Section 409A) is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such distributions
will not be made prior to the date which is six months after the Participant’s separation from service (or, if earlier, the date of the Participant’s death). 

  
 19