Exhibit 4.5


 


 


 


 


 


 


 


 


 





	ARM Holdings plc

                                                                                 

                                                                                 

                                                                                 

	
        US EMPLOYEE STOCK

        

        PURCHASE PLAN

         

	
        Adopted by ARM Holdings
        plc on 25 April 2006

        

        (as amended by the Share Schemes Committee
        on

        23 April 2007,15 October 2008 and 11 August 2010)

        

	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


KPMG LLP





1 Puddle Dock





London





EC4V 3PD


 




     


    


    

Contents


 


	1	Purpose	1
	2	Administration	1
	3	Shares	1
	4	Offerings	2
	5	Eligibility	2
	6	Participation	2
	7	Employee
    Contributions	2
	8	Deductions
    Changes	2
	9	Withdrawal	3
	10	Grant
    of Options	3
	11	Exercise
    of Option and Purchase of Shares	4
	12	Issuance
    of Certificates	4
	13	Definitions	4
	14	Rights
    on Death or Other Termination of Employment	6
	15	Special
    Rules	6
	16	Optionees
    Not Shareholders	6
	17	Rights
    Not Transferable	7
	18	Application
    of Funds	7
	19	Adjustment
    in Case of Changes Affecting Shares	7
	20	Amendment
    of the Plan	11
	21	Insufficient
    Shares	12
	22	Termination
    of the Plan	12
	23	Governmental
    Regulations	12
	24	Governing
    Law	12
	25	Issuance
    of Shares	12
	26	Tax
    Withholding	12
	27	Notification
    upon Sale of Shares	12
	28	Effective
    Date and Approval of Shareholders	13



 



     


    


    

Rules of the ARM Holdings
plc US Employee Stock Purchase Plan


 


	1.		Purpose



 


The purpose
of the ARM Holdings plc (“the Parent”) US Employee Stock Purchase Plan (“the Plan”) is to provide employees
of the Designated Subsidiaries with opportunities to purchase ordinary shares in the capital of the Parent, having a par value
of 0.05p (the “Shares”). The Plan is intended to constitute an “employee stock purchase plan” within the
meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted
in accordance with that intent.


 


	2.		Administration
                                         



 


The Plan
will be administered by the Share Scheme Committee of the Parent’s Board of Directors (the “Committee”). The
Committee has authority to make rules and regulations for the administration of the Plan, including for the avoidance of doubt
for any notice or communication under or in connection with the Plan to be made by email or intranet, and its interpretations
and decisions with regard thereto shall be final and conclusive. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted hereunder.


 


	3.		Shares



 


	3.1		Limit for all share
plans



 


Options
may be granted pursuant to these Rules provided that such Options shall be limited and take effect so that the grant does not
result in the aggregate of:


 


		(a)	pursuant to Rule 10,
the maximum number of Shares which remain issuable (and when it is a best practice requirement of the ABI, the maximum number
of Treasury Shares that remain reissuable) pursuant to subsisting Options granted under the Plan within the preceding five years;



 


		(b)	the actual number of
Shares which have been issued (and when it is a best practice requirement of the ABI, the actual number of Treasury Shares that
have been reissued) pursuant to Options granted under the Plan within the preceding five years; and



 


		(c)	the number of Shares
which have been issued (and when it is a best practice requirement of the ABI, the number of Treasury Shares that have been reissued)
or which remain issuable or reissuable accordingly (as the case may be) pursuant to rights granted under any Other Plan within
the preceding five years,



 


exceeding
ten per cent (10%) of the Shares in issue on the last Dealing Day before the Date of Grant PROVIDED THAT the limit in Rule 3.2
is not exceeded. The Parent’s Board of Directors may adjust the aggregate number of Shares in each case to reflect any subsequent
variation of Share capital of the Parent in such manner as the Board in their discretion consider is fair and reasonable PROVIDED
THAT the limit in Rule 3.2 is not exceeded.


 




    1 


    


    

	3.2		Number
                                         of Shares available under this Plan and for each Offering



 


Subject
to Rule 3.1, twenty-five million (25,000,000) Shares in aggregate will be available for issuance under the Plan, being 1.8% of
the Share Capital of the Parent at the date of the adoption of this limit.


 


Subject
to the limits contained in Rules 3.2, 7 and 10, the total number of Shares that may be awarded to a participant in any Offering
shall not exceed ten thousand (10,000).


 


	4.		Offerings



 


The Parent
will make one or more offerings to eligible employees to purchase Shares under the Plan (“Offerings”). Each Offering
will be for any period of between 6 and 24 calendar months as determined by the Committee from time to time.


 


	5.		Eligibility



 


All employees
including employees who are also directors of any Designated Subsidiary (as defined in Rule 13) are eligible to participate in
any one or more of the Offerings under the Plan, except where prohibited by law provided that as of the Offering Date they have
completed at least six (6) months of employment with the Parent or a Designated Subsidiary or such lesser period as the Committee
may decide from time to time.


 


	6.		Participation



 


An employee
eligible on any Offering Date may participate in such Offering by submitting an enrollment form to his appropriate payroll location
at least ten (10) business days before the Offering Date (or by such other deadline as shall be established for the Offering).
The form will (a) state a whole percentage to be deducted from his Compensation (as defined in Rule 13) per pay period during
the Offering, (b) authorize the purchase of Shares for him in the Offering in accordance with the terms of the Plan, and
(c) specify the exact name or names in which Shares purchased for him are to be issued pursuant to Rule 12. An employee who does
not enroll in accordance with these procedures will be deemed to have waived his right to participate. Notwithstanding the foregoing,
participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.


 


	7.		Employee
                                         Contributions 



 


Each eligible
employee may authorize payroll deductions at any whole percentage up to a maximum of ten percent (10%) of his Compensation for
each pay period, or such other percentage established by the Committee. The Parent and each Designated Subsidiary will maintain
book accounts showing the amount of payroll deductions made by each participating employee for each Offering. No interest will
accrue or be paid on payroll deductions.


 




    2 


    


    

	8.		Deductions Changes



 


An employee
may not increase his payroll deduction during any Offering. An employee generally may not decrease his payroll deduction during
an Offering, but may terminate his payroll deduction for the remainder of the Offering and withdraw from the Offering under Rule
9.


 


	9.		Withdrawal



 


An employee
may withdraw from participation in an Offering by delivering a notice of withdrawal to his appropriate payroll location. The employee’s
withdrawal will be effective as of the next business day. Following an employee’s withdrawal, the Parent or Designated Subsidiary
will promptly refund to him his entire account balance under the Offering. Partial withdrawals are not permitted. The employee
may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance
with Rule 6.


 


	10.		Grant
                                         of Options



 


On each
Offering Date, the Parent will grant to each eligible employee who is then a participant in the Plan an option (“Option”)
to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for,
a maximum number of Shares equal to the Maximum Value for the Offering divided by the Fair Market Value of the Shares on the Offering
Date, including fractional Shares where relevant. The basis of determining the purchase price for each Share purchased under such
Option (the “Option Price”) will be decided by the Committee on the Offering Date and may be determined as a proportion
of the Fair Market Value of the Share on the Offering Date, a proportion of the Fair Market Value of the Share on the Exercise
Date or the lower of such amounts. However the purchase price for each Share decided by the Committee will not be less than the
lower of 85% of the Fair Market Value of the Share on the Offering Date and 85% of the Fair Market Value of the Share on the Exercise
Date.


 


Notwithstanding
the foregoing, no employee may be granted an Option hereunder if such employee, immediately after the option was granted, would
be treated as owning stock possessing five percent (5%) or more of the total combined voting power or value of all classes of
stock of the Parent or any “parent corporation” or Subsidiary (as defined in Rule 13). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and
all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee. In addition,
no employee may be granted an Option which permits his rights to purchase Shares under the Plan, and any other employee stock
purchase plan of the Parent and any parent corporations and Subsidiaries, to accrue at a rate which exceeds $25,000 (or such other
limit specified in Section 423(8) of the Code) of the Fair Market Value of such Shares (determined on the Option grant date or
dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence
is to comply with Section 423(b)(8) of the Code.


 


If the Parent
is prevented by statute, order, regulation or government directive or the Model Code from granting Options within the period of
42 days referred to in definition of “Offering Date”, then the Parent may grant Options within twenty one days of
the lifting of such restrictions.


 




    3 


    


    

	11.		Exercise of Option
and Purchase of Shares



 


Each employee
who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option on such date and
shall acquire from the Parent such number of Shares rounded down to the nearest whole number as his accumulated payroll deductions
on such date will purchase at the Option Price and the Exchange Rate in effect on the Exercise Date, subject to any other limitations
contained in the Plan. Any amount remaining in an employee’s account at the end of an Offering will be rolled over to the
next Offering. In the event that an employee leaves or decides not to participate in any future Offerings any such amount will
be refunded, without interest, to the employee promptly.


 


Where Shares
are listed or dealt on any recognised stock exchange within the meaning of section 841 of the UK Income and Corporation Taxes
Act 1988 or a recognised investment exchange within the meaning of the UK Financial Services and Markets Act 2000 (“Recognised
Exchange”) no Option may be exercised in contravention of the Model Code or such securities transactions rule of the Recognised
Exchange as may from time to time be in force.


 


	12.		Issuance
                                         of Certificates



 


Certificates
representing Shares purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another
person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employee to be
his, or their, nominee for such purpose.


 


	13.		Definitions



 


“ABI”
means the Association of British Insurers.


 


“Compensation”
means the amount of gross base pay, prior to salary reduction pursuant to either Section 125 or 401(k) of the Code, but excluding
overtime, commissions, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances or
travel expenses, income or gains on the exercise of stock options, and similar items.


 


“Dealing
Day” means any business day on which London Stock Exchange plc is open for trading.


 


“Designated
Subsidiary” means any present or future Subsidiary (as defined below) that is designated from time to time by the Board
of Directors of the Parent or by the Committee to participate in the Plan. Subsidiaries may be so designated either before or
after the Plan is approved by the shareholders.


 


“Exchange
Rate” means the exchange rate designated by the Committee in advance of an Offering for the purpose of converting U.S.
dollars into British pounds.


 




    4 


    


    

“Fair
Market Value of the Shares” means an amount equal to the closing middle market quotation of a Share as derived from
the Daily Official List of the London Stock Exchange plc for the preceding trading date or, if the Shares are not listed on the
Daily Official List, the market value of a Share as determined in good faith by the Committee PROVIDED that such amount or value
is not less than the fair market value of the Shares for the purpose of the Code.


 


“Group”
means the Parent and any Subsidiary and “Group Company” shall be construed accordingly.


 


“Maximum
Value for the Offering” means a value determined by the Committee on the Offering Date but such that the value determined
does not exceed $25,000 (or such other limit specified in Section 423(8) of the Code) for each calendar year in which the Option
granted in respect of that Offering is outstanding at any time, determined in accordance with Section 423(8) of the Code, converted
into British pounds at the Exchange Rate in effect on the Offering Date.


 


“Model
Code” means the Model Code for transactions in securities by directors issued from time to time by the UK Listing Authority,
and/or any code adopted by the Parent’s Board of Directors in addition to or replacement of such publication.


 


“New
Option” means an option over shares meeting the requirements of sub-paragraphs 27(4)(c) and (d) of schedule 4 of the
UK Income Tax (Earnings and Pensions) Act 2003 granted in consideration for the release of a subsisting Option pursuant to Rule
19.1(d).


 


“Offering
Date” means the commencement date of the Offering which must be within the period of forty two days commencing on


 


		(i)	the day on which results
of the Parent are announced to the London Stock Exchange plc (or any successor thereto) for any period;



 


		(ii)	a
                                         day on which the Committee resolves that exceptional circumstances exist which justify
                                         the grant of Options;



 


		(iii)	any
                                         day on which changes to the law affecting such Options are announced, effected or made;
                                         or



 


		(iv)	if
                                         the Parent cannot grant Options under (i) to (iii) above due to restrictions imposed
                                         by statute, order, regulation, government direction, or the Model Code, within 42 days
                                         of the lifting of such restrictions.



 


“Other
Plan” means any plan (other than this Plan) which provides for the subscription of Shares by or on behalf of employees
of the Group;


 


“Parent”
means ARM Holdings plc registered in England and Wales under number 2548782.


 


“parent
corporation” means a “parent corporation”, as defined in Section 424(e) of the Code, with respect to the
Parent.


 




    5 


    


    

“Recognised
Exchange” means a recognised stock exchange within the meaning of section 841 of the UK Income and Corporation Taxes
Act 1988 or a recognised investment exchange within the meaning of the UK Financial Services and Markets Act 2000.


 


The term
“Subsidiary” means a “subsidiary corporation”, as defined in Section 424(f) of the Code, with respect
to the Parent.


 


“Treasury
Shares” means shares in the Parent as defined in section 162A UK Companies Act 1985 as inserted by the Companies (Acquisition
of Own Shares) (Treasury Shares) Regulations 2003.


 


	14.		Rights
                                         on Death or Other Termination of Employment



 


Subject
to Rule 19.4, if a participating employee’s employment terminates before the Exercise Date for any Offering for any reason
other than death, no further payroll deduction will be taken from any pay due and owing to the employee and the balance in his
account will be paid to him as if he had withdrawn from the Plan under Rule 9. For the purpose of this Rule 14 an employee’s
employment shall be treated as terminating on the date he ceases to be employed by a Group Company without immediately commencing
employment with another Group Company.


 


If a participating
employee dies before the Exercise Date for an Offering, his designated beneficiary shall have the right to elect either to exercise
the participant’s Option on the Exercise Date for the Offering or to withdraw from the Offering. Such election shall be
made by written notice to the Parent or Designated Subsidiary in the form provided by the Committee, delivered prior to the Exercise
Date and not later than sixty (60) days after the participant’s death. If the designated beneficiary elects to withdraw,
or makes no election within the applicable time period, the balance of the participant’s account will be paid to his designated
beneficiary as if he had withdrawn from the Plan under Rule 9. Beneficiaries shall be designated in the manner provided by the
Committee.


 


	15.		Special
                                         Rules 



 


Notwithstanding
anything herein to the contrary, the Committee may adopt special rules applicable to the employees of the Parent or of a particular
Designated Subsidiary, whenever the Committee determines that such rules are necessary or appropriate for the implementation of
the Plan in a jurisdiction where the Parent or such Designated Subsidiary has employees; provided that such rules are consistent
with the requirements of Section 423(b) of the Code. Such special rules may include (by way of example, but not by way of limitation)
the establishment of a method for employees of a given Designated Subsidiary to fund the purchase of Shares other than by payroll
deduction, if the payroll deduction method is prohibited by local law or is otherwise impracticable. Any special rules established
pursuant to this Rule 15 shall, to the extent possible, result in the employees subject to such rules having substantially the
same rights as other participants in the Plan.


 




    6 


    


    

	16.		Optionees
                                         Not Shareholders



 


	16.1		Neither the granting
of an Option to an employee nor the deductions from his pay shall constitute such employee a shareholder of the Shares covered
by an Option under the Plan until such Shares have been purchased by and issued to him.



		 	 



	16.2		Participation in the Plan
shall be on the express condition that:-



 


		(a)	neither it nor cessation
of participation shall afford any individual under the terms of his office or employment with any member of the Group any additional
or other rights to compensation or damage; and



 


		(b)	no damages or compensation
shall be payable in consequence of the termination of such office or employment (whether or not in circumstances giving rise to
a claim for wrongful or unfair dismissal) or for any other reason whatsoever to compensate him for the loss of any rights the
participant would otherwise have had (actual or prospective) under the Plan howsoever arising but for such termination; and



 


		(c)	the participating employee
shall be deemed irrevocably to have waived any such rights to which he may otherwise have been entitled.



 


		(d)	neither the grant of
an Option nor any benefit which may accrue to a participant in respect of an Option shall form part of that participant’s
pensionable compensation for the purposes of any pension scheme or similar arrangement which may be operated by any Group Company.



 


	17.		Rights
                                         Not Transferable



 


Rights under
the Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are
exercisable during the employee’s lifetime only by the employee.


 


	18.		Application
                                         of Funds



 


All funds
received or held by the Parent or any Designated Subsidiary under the Plan may be combined with other corporate funds and may
be used for any corporate purpose.


 


	19.		Adjustment
                                         in Case of Changes Affecting Shares



 


	19.1		Takeovers,
                                         reconstructions & option exchanges



 


		(a)	If any person obtains
Control of the Parent (within the meaning of section 840 of the UK Income and Corporation Taxes Act 1988) as a result of making:



 


		(i)	a general offer to acquire
the whole of the issued share capital of the Parent (other than that which is already owned by him) which is unconditional or
which is made on a condition such that if it is satisfied the person making the offer will have Control of the Parent; or



 


		(ii)	a general offer to acquire
all the shares (other than shares which are already owned by him) in the Parent which are of the same class as Shares subject
to a subsisting Option



 




    7 


    


    

then
the Parent shall notify all participating employees as soon as is practicable of the offer. Any subsisting Option may, subject
to Rules 19.1(f) and 19.1(g), be exercised (but so that any exercise hereunder shall be conditional upon Control being obtained)
from the date of the receipt of that notification up to the expiry of a period ending six months from the time when the person
making the offer has obtained Control of the Parent and any condition subject to which the offer is made has been satisfied. Subject
to Rule 19.1(i), at the end of this six month period an unexercised Option shall lapse.


 


		(b)	If under section 425
of the UK Companies Act 1985 it is proposed that the Court sanctions a compromise or arrangement likely to affect or apply to
Shares then the Parent shall give notice thereof to all participating employees at the same time as it sends notices to members
of the Parent calling the meeting to consider such a compromise or arrangement. Any subsisting Option may, subject to Rules 19.1(f)
and 19.1(g), be exercised by a participating employee subject to the terms of this Rule before the later of the expiry of six
months from the date of such notice and the date on which the Court sanctions such compromise or arrangement. Subject to Rule
19.1(i), at the end of the relevant period an unexercised Option shall lapse. The exercise of an Option under this Rule 19.1(b)
shall be conditional on such compromise or arrangement being sanctioned by the Court and becoming effective. If the Shares acquired
on the exercise of the Option are not subject to such compromise or arrangement then the participating employee shall transfer
or otherwise deal with the Shares issued to him so as to place him in the same position (so far as possible) as would have been
the case if such Shares had been subject to such compromise or arrangement.



 


		(c)	If any person becomes
bound or entitled to acquire Shares in the Parent under sections 428 to 430 of the UK Companies Act 1985 any subsisting Option
may, subject to Rules 19.1(f) and 19.1(g), be exercised at any time when that person remains so bound or entitled. Subject to
Rule 19.1(i), at the end of this period an unexercised Option shall lapse.



 


		(d)	If as a result of the
events specified in Rules 19.1(a), 19.1(b) or 19.1(c) a company has obtained Control of the Parent, or a company has become bound
or entitled as mentioned in Rule 19.1(c), the participating employee may, if that company so agrees, release any subsisting Option
he holds in consideration for the grant of a New Option.



 


A
New Option issued in consideration of the release of an Option shall be evidenced by an Option document which shall import the
relevant provisions of these Rules.


 


A
New Option shall, for all other purposes of this Plan, be treated as having been acquired at the same time as the corresponding
released Option.


 


		(e)	If any person seeks
to obtain or obtains Control of the Parent other than as a result of the events specified in Rules 19.1(a) or 19.1(b) then the
Committee shall notify all participating employees as soon as practicable after the offer or change of Control. Any subsisting
Option may, subject to Rules 19.1(f) and 19.1(g), be exercised (but so that any exercise hereunder shall be conditional upon Control



 




    8 


    


    

being
obtained) from the date of the receipt of that notification up to the expiry of a period ending six months from the time when
the person obtains Controlof the Parent and any condition subject to which the offer is made has been satisfied. Subject to Rule
19.1(i) at the end of this six month period an unexercised Option shall lapse.


 


		(f)	If as a result of the
events specified in Rules 19.1(a), 19.1(b) or 19.1(e) a person has obtained Control of the Parent, or if a person has become bound
or entitled as mentioned in Rule 19.1(c), the Committee shall be entitled at any time to specify that all subsisting Options shall
cease to be exercisable at the end of a period of not less than 30 days by notice in writing to the participating employees to
this effect. At the end of the period so specified an unexercised Option shall cease to be exercisable.



 


		(g)	If as a result of the
events specified in Rules 19.1(a), 19.1(b) or 19.1(e) a company will obtain Control of the Parent, or a company will become bound
or entitled as mentioned in Rule 19.1(c) then notwithstanding Rules 19.1(a), 19.1(b), 19.1(c) or 19.1(e) if when the company acquires
Control or becomes bound or entitled the majority of the persons comprising its board are members of the Parent’s Board
of Directors an Option will only become exercisable as a result of the operation of 19.1(a), 19.1(b), 19.1(c) or 19.1(e) where
neither an offer is made with the agreement of the acquiring company for the grant of New Options pursuant to Rule 19.1(d) in
consideration of the release of all subsisting Options nor a person makes an offer to exchange all subsisting Options within:



 


		(i)	30 days of the date of
change of Control referred to in Rule 19.1(a) or 19.1(e);



 


		(ii)	30 days of the Court sanctioning
a compromise or arrangement referred to in Rule 19.1(b); or



 


		(iii)	21 days of the first day
of the period during which a person is bound or entitled to acquire Shares referred to in Rule 19.1(c)



 


If
no offer is made within the period so defined, Rules 19.1(a), 19.1(b), 19.1(c) and 19.1(e) shall continue to apply. For the avoidance
of doubt this Rule 19.1(g) does not affect the date the Options lapse under Rules 19.1(a), 19.1(b), 19.1(c) or 19.1(e).


 


		(h)	If notice is duly given
of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Parent, then the Parent shall
notify all participating employees as soon as is practicable and any subsisting Option shall be exercisable (but so that any exercise
hereunder shall be conditional upon such resolution being passed) at any time thereafter until the resolution is duly passed or
defeated or the general meeting is concluded or adjourned, whichever shall first occur. Subject to Rule 19.1(i), if such a resolution
is passed an unexercised Option shall thereupon lapse.



 


		(i)	An Option whether or
not exercisable prior to or as a result of the occurrence of an event specified in Rules 19.1(a), 19.1(b), 19.1(c), 19.1(e) or
19.1(h) shall if an event so specified occurs lapse in accordance with the relevant sub-rule of Rule



 




    9 


    


    

19.1, or if earlier,
as determined by any other provision of these Rules dealing with the time of lapse. Where prior to the date an Option lapses there
occurs one or more further events specified in Rules 19.1(a), 19.1(b), 19.1(c), 19.1(e) or 19.1(h) an Option shall lapse on the
earlier of the date determined by the preceding part of this Rule 19.1(i) and the date of lapse relevant to the further event
or events.


 


		(j)	For the purpose of this
Rule 19.1 a person shall be deemed to have obtained Control of the Parent if he and others acting in concert with him have together
obtained Control of it.



 


		(k)	A New Option shall not
be exercisable by virtue of the event pursuant to which it was granted.



 


		(l)	No Option shall be exercised
pursuant to this Rule 19.1 on a date later than the Exercise Date under Rule 10. If any condition on exercise of an Option that
arises under this Rule 19.1 has not been satisfied by that date, such condition shall be deemed not satisfied and such Option
shall lapse on that date.



 


		(m)	No deduction from an
employee’s Compensation shall be made after notice has been given under Rule 19.1(a), (b) or (e) or where a person first
becomes bound or entitled under Rule 19.1(c).



 


	19.2		Variation
                                         of share capital



 


		(a)	In the event of any variation
of the share capital of the Parent, including, but without prejudice to the generality of the preceding words, any capitalisation,
rights issue, open offer, consolidation, sub-division, reduction of capital, and/or in the event of a special dividend or distribution
in specie (including a demerger in the form of a distribution in specie) or other demerger in whatever form) the number of Shares
subject to any Option and the Option Price may be adjusted by the Committee in such manner as is, in their opinion, fair and reasonable
provided that such variation does not amount to a modification of the Option for the purposes of Section 424(h) of the Code and
that the Option Price for a Share subject to an Option to subscribe is not reduced below its nominal value unless (and to the
extent that) the Parent’s Board of Directors gives an undertaking that upon the exercise of such Option arrangements will
be made for the capitalisation of undistributed profits or reserves of the Parent of an amount equal to the difference between
the aggregate Option Price and the aggregate nominal value of the Shares to be issued upon such exercise.



 


Such
variation shall be deemed to be effective from the record date at which the respective variation applied to other shares of the
same class as the Shares. Any Options exercised within the period from the record date to the date when the Options are adjusted
shall be treated as exercised with the benefit of the variation.


 


		(b)	The Committee shall take
such steps as it considers necessary to notify participating employees of any adjustment made under Rule 19.2(a).



 




    10 


    


    

	19.3		Other
                                         changes affecting the Shares



 


In the event
of any other change affecting the Shares, such adjustment may be made as shall be deemed equitable by the Committee to give proper
effect to such event provided that it does not amount to a modification of the Option for the purposes of Section 424(h) of the
Code.


 


	19.4		Acquisition of Designated
Subsidiary



 


In the event
that a participating employee ceases or will shortly cease to be an employee for the purposes of Rule 5 by reason only of the
proposed dissolution, liquidation or merger or acquisition of any Subsidiary the outstanding Options of each affected participating
employee shall be released in consideration for substitute new options by any successor company or (as appropriate) a parent or
subsidiary of the successor company. In the event that a successor company refuses to substitute new options in this way, the
participating employee shall have the right to exercise the Option as to so many of the Shares as can be acquired with the accumulated
payroll deductions made during the Offering. Where the participating employee has the right to exercise Options by this Rule 19.4,
the Committee shall give notice of the relevant event to the participating employee, specifying a reasonable period of time (which
shall not be shorter than 14 days or longer than 30 days) in which the Option may be so exercised. Where new options are substituted
for Options, the Committee shall determine, at its discretion, the proper exchange ratio of the Options and the new options for
the purposes of such substitution; shall be authorized to accelerate the Exercise Date of any or all of the Options; and shall
be authorized to make all necessary adjustments to the terms of the Options and the substituted options (including, without limitation,
adjustments in the exercise price) which the Committee in its discretion considers are fair in the circumstances. No subsisting
Option shall be exercised pursuant to this Rule 19.4 on a date later than the Exercise Date under Rule 10.


 


	19.5		Lapse
                                         of Options



 


Where
under the provisions of Rule 19 an Option lapses the Parent or Designated Subsidiary will promptly refund to the participating
employee his entire account balance under the Offering.


 


	20.		Amendment
                                         of the Plan



 


	20.1		Amendment
                                         to plan rules except Rule 3.2



 


The Board
of Directors of the Parent or the Committee may at any time, and from time to time, amend the Plan except that without the approval
of the shareholders of the Parent no amendment (save as noted in Rule 20.2) shall be made increasing the number of Shares approved
for the Plan or making any other change that would require shareholder approval in order for the Plan, as amended, to qualify
as an “employee stock purchase plan” under Section 423(b) of the Code or altering to the advantage of any participating
employee (except for minor amendments to benefit the administration of the plan, to take account of a change in the legislation,
or to obtain or maintain favourable tax, exchange control or regulatory treatment for participating employees in the plan or for
the Parent or for Designated Subsidiaries) the persons to whom or for whom Shares and any other benefits are provided under the
plan; the limitations on the number of Shares subject to the plan; the maximum entitlement of any participating employee; and
the basis for determining a participating employee’s entitlement to Shares and any other benefits and for the adjustment
thereof under Rule 19.2.


 




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	20.2		Amendment
                                         to Rule 3.2



 


In the case
of an amendment to Rule 3.2, provided that such amendment would not thereby enable the limit in Rule 3.1 to be exceeded, the Board
of Directors of the Parent or the Committee may make such amendment subject to obtaining the approval within twelve months of
such Board of Directors of the Parent or Committee amendment by the holders of a majority of the shares of the stock of the Parent
present or represented and entitled to vote at a meeting of the shareholders.


 


	21.		Insufficient
                                         Shares



 


If the total
number of Shares that would otherwise be purchased on any Exercise Date plus the number of Shares purchased under previous Offerings
under the Plan exceeds the maximum number of Shares issuable under the Plan, the Shares then available shall be apportioned among
participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise
be used to purchase Shares on such Exercise Date.


 


	22.		Termination
                                         of the Plan



 


The Plan
shall terminate on the tenth anniversary of its adoption and may be terminated at any time by the Board of Directors of the Parent
or the Committee. Upon termination of the Plan, all amounts in the accounts of participating employees shall be promptly refunded.


 


	23.		Governmental
                                         Regulations



 


The Parent’s
obligation to sell and deliver Shares under the Plan is subject to all governmental approvals required in connection with the
authorization, issuance, or sale of such Shares and all applicable rules of any securities exchange on which Shares are listed
or traded. The Parent may require, as a condition of exercise of any Option, that either (a) a registration statement under the
Securities Act of 1933, as amended, shall be effective with respect to such Shares, or (b) the participating employee or beneficiary
shall have represented, in a manner satisfactory to the Parent, that it is his intention to purchase the Shares for investment
and not for resale or distribution.


 


	24.		Governing
                                         Law



 


The Plan
shall be governed by Delaware law except to the extent that such law is preempted by federal law or UK law.


 


	25.		Issuance
                                         of Shares



 


Shares may
be issued from authorized but unissued Shares, Treasury Shares reissued or Shares transferred by a third party upon exercise of
an Option.


 




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	26.		Tax
                                         Withholding



 


Participation
in the Plan is subject to any required tax and/or social security and similar liabilities (whether of the United States or any
other country) withholding on income of the participant in connection with the Plan. Each employee agrees, by entering the Plan,
that the Parent and the Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due
to the employee, including Shares issuable under the Plan or to make any other arrangements necessary for the Parent and the Subsidiaries
to satisfy such withholding obligations.


 


	27.		Notification
                                         upon Sale of Shares 



 


Each employee
agrees, by entering the Plan, to give the Parent or Designated Subsidiary prompt notice of any disposition of shares purchased
under the Plan where such disposition occurs within one year after the Exercise Date on which such Shares were purchased or within
two years after the Offering Date for the Offering in which such Shares were purchased.


 


	28.		Effective
                                         Date and Approval of Shareholders



 


The Plan
shall take effect on the later of its adoption by the Board of Directors of the Parent and its approval by the holders of a majority
of the shares of the Parent present or represented and entitled to vote at a meeting of shareholders, which approval must occur
within twelve (12) months of the adoption of the Plan by the Board.


 






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