**Exhibit 4.9 **

** **

**CRITICAL METALS CORP.**

 

**2024 INCENTIVE AWARD PLAN**

 

1.     *Establishmentof the Plan; Effective Date; Duration*.

 

(a)    *Establishmentof the Plan; Effective Date*. Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (the “Company”),hereby establishes this incentive compensation plan to be known as the “Critical Metals Corp. 2024 Incentive Award Plan,”as amended from time to time (the “Plan”). The Plan permits the grant of Incentive Stock Options, Nonqualified StockOptions, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, DividendEquivalents, and Performance Compensation Awards. The Plan shall become effective on the Effective Date. The effectiveness of the Planshall be subject to approval of the Plan by the shareholders of the Company within twelve months following the date the Plan is firstapproved by the Board. The Plan shall remain in effect as provided in Section 1(b) of the Plan. Capitalized but undefined terms shallhave the meaning set forth in Section 3 of the Plan.

 

(b)    *Durationof the Plan*. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amendor terminate the Plan at any time pursuant to Section 14. However, in no event may an Award be granted under the Plan on or afterten years from the Effective Date, provided, however, in the case of an Award that is an Incentive Stock Option,no Incentive Stock Option shall be granted on or after ten years from the *earlier* of (i) the date the Plan is approvedby the Board and (ii) date the Company’s shareholders approve the Plan.

 

2.     *Purpose*.The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and toprovide a means whereby certain directors, officers, employees, consultants and advisors of the Company and its Affiliates can acquireand maintain an equity interest in the Company, or be paid incentive compensation, which may be measured by reference to the value ofCommon Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests withthose of the Company’s shareholders.

 

3.     *Definitions*.Certain terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes ofthe Plan, the following terms are defined as set forth below:

 

(a)    “*Affiliate*”means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or(ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control”(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied toany person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management andpolicies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

 

(b)    “*ApplicableLaw*” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the ExchangeAct and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations,whether U.S. federal, state, local or non-U.S. laws, statutes, rules, requirements or regulations; (c) rules of any securities exchangeor automated quotation system on which the Common Shares are listed, quoted or traded; and (d) the BVI Statute and any regulations madepursuant thereto.

 

(c)    “*Award*”means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,Restricted Stock Unit, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and/or Performance CompensationAward granted under the Plan.

 

(d)    “*AwardAgreement*” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

 

(e)    “*Board*”means the Board of Directors of the Company.

 

(f)     “*BusinessCombination Agreement*” shall mean that certain Agreement and Plan of Merger, by and among European Lithium Limited, EuropeanLithium AT (Investments) Limited, the Company, Project Wolf Merger Sub Inc., and Sizzle Acquisition Corp., dated as of October 24, 2022as amended from time to time.

 

 

 

 

(g)    “*BVIStatute*” shall mean the BVI Business Companies Act (As Revised) of the British Virgin Islands.

 

(h)    “*Cause*”means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having“cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreementbetween the Participant and the Company or an Affiliate in effect at the time of such termination, or (ii) in the absence of any suchemployment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein), a Participant’s(A) conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliatespublic disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or financialperformance or the relationship the Company has with its customers; (B) gross negligence or willful misconduct with respect to the Companyor any of its Affiliates, including, without limitation, fraud, embezzlement, theft or proven dishonesty in the course of his employmentor other service to the Company or an Affiliate; (C) alcohol abuse or use of controlled substances other than in accordance with a physician’sprescription; (D) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the typedescribed in clause (F) below) to the Company or its Affiliates (other than due to a disability, as determined by the Committee), whichrefusal, if curable, is not cured within 15 days after delivery of written notice thereof; (E) material breach of any agreement with orduty owed to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of writtennotice thereof; (F) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common lawor agreement) relating to confidentiality, noncompetition, nonsolicitation and/or proprietary rights or (G) material violation or breachof the documented code of ethics, code of conduct or similar document of the Company or an Affiliate or fiduciary duties to the Companyor an Affiliate.

 

(i)     “*Changein Control*” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or containsa different definition of “Change in Control,” be deemed to occur upon any of the following events:

 

(i)     any“person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or any of its Affiliates,(B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its Affiliates, (C) anunderwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly,by the shareholders of the Company in substantially the same proportions as their ownership of Common Shares) becomes the “beneficialowner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization,reorganization or otherwise, of fifty percent (50%) or more of the total voting power of the then outstanding voting securities of theCompany;

 

(ii)    thecessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “***ContinuingDirectors***”) who (x) were directors on the Effective Date or (y) become directors after Effective Date and whose electionor nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then inoffice who were directors on the Effective Date or whose election or nomination for election was previously so approved, or who were appointedin accordance with the Articles of Association of the Company;

 

(iii)    theconsummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would resultin the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstandingor by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power representedby the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

 

(iv)    theapproval of a liquidation plan in respect of the Company or the sale or disposition by the Company of all or substantially all the Company’sassets; or

 

(v)    anyother event specified as a “Change in Control” in an applicable Award Agreement.

 

Notwithstanding the foregoing,if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferralof compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes underSection 409A of the Code, the transaction or event described in subsection (i), (ii), (iii),(iv), or (v) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timingof such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

 

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(j)     “*Claim*”means any claim, liability or obligation of any nature, arising out of or relating to the Plan or an alleged breach of the Plan or anAward Agreement.

 

(k)    “*Code*”means the Internal Revenue Code of 1986 of the United States, as amended, and any successor thereto. Reference in the Plan to any sectionof the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successorprovisions to such section, regulations or guidance.

 

(l)     “*Committee*”means a committee of at least two members of the Board as the Board may appoint to administer the Plan or, if no such committee has beenappointed by the Board, the Board.

 

(m)    “*CommonShares*” means the Company’s ordinary shares, par value $0.001 per share (and any stock, share or other securitiesinto which such ordinary shares may be converted or into which they may be exchanged).

 

(n)    “*Company*”means Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands or its successor.

 

(o)    “*Dateof Grant*” means the date on which the granting of an Award is authorized, or such other date as may be specified in suchauthorization.

 

(p)    “*Delivery*”or the term “*delivery*” and any derivations of the same, when used in this Plan in connection with Common Sharesincludes the issuance of Common Shares pursuant to this Plan or the transfer of Common Shares pursuant to this Plan.

 

(q)     “*DividendEquivalent*” means a right awarded under Section 11 to receive as a contractual entitlement the equivalent value (incash or Common Shares) of dividends that would otherwise be paid on the Common Shares subject to an Award that is a full-value award butthat have not been issued or delivered.

 

(r)     “*Effectiv*e *Date*”shall mean the date on which the transactions contemplated by the Business Combination Agreement are consummated, *provided* thatthe Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s shareholders.

 

(s)     “*EligibleDirector*” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the ExchangeAct.

 

(t)     “*EligiblePerson*” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company oran Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or anAffiliate; provided that if the Securities Act applies such persons must be eligible to be offered securities registrableon Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or advisors who haveaccepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i)through (iii) above once he begins employment with or begins providing services to the Company or its Affiliates, provided that the Dateof Grant of any Award to such individual shall not be prior to the date he begins employment with or begins providing services to theCompany or its Affiliates).

 

(u)    “*ExchangeAct*” means the U.S. Securities Exchange Act of 1934, as it may be amended from time to time, including the rules and regulationspromulgated thereunder and successor provisions and rules and regulations thereto.

 

(v)    “*ExercisePrice*” has the meaning given such term in Section 7(b) of the Plan.

 

(w)    “*FairMarket Value*” means, as of any date, the value of Common Shares determined as follows:

 

(i)     Ifthe Common Shares are listed on any established stock exchange or a national market system, the closing sales price for such shares (orthe closing bid, if no sales were reported) as quoted on such exchange or system on the day ofdetermination, as reported in *The Wall Street Journal *or such other source as the Committee deems reliable;

 

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(ii)    Ifthe Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value ofa Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reportedin *The Wall Street Journal *or such other source as the Committee deems reliable; or

 

(iii)    Inthe absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee (actingon the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party forthis purpose).

 

(iv)    Notwithstandingthe foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409Aof the Code to the extent necessary for an Award to comply with, or be exempt from, Section 409A of the Code.

 

(x)    “*Forfeiture*”or the term “*forfeiture*” and any derivations of the same, when used in this Plan in connection with Common Sharesdelivered to a Participant pursuant to this Plan or other forms of Award granted under the Plan, shall include, without limitation, theplain English meaning of such term in a commercial context, the meaning given to the term forfeiture under the BVI Statute, the surrenderof such Common Shares or other form of Award by the Participant for no consideration and the redemption, purchase or other acquisition(howsoever described) of such Common Shares or other form of Award by the Company for a consideration to be determined by the Companyat its sole discretion (which, for the avoidance of doubt, can be no consideration), in each case, in accordance with the terms of theBVI Statute (to the extent the BVI Statute is applicable) and as the context requires. For the avoidance of doubt, any Participant thatenters into an Award Agreement with the Company is deemed to provide his consent to the redemption of any such Common Shares by the Companyin accordance with the Award Agreement and/or this Plan.

 

(y)    “*ImmediateFamily Members*” shall have the meaning set forth in Section 15(b)(ii).

 

(z)    “*IncentiveStock Option*” means an Option that is designated by the Committee as an incentive stock option as described in Section 422of the Code and otherwise meets the requirements set forth in the Plan for incentive stock options.

 

(aa)    “*IndemnifiablePerson*” shall have the meaning set forth in Section 4(e) of the Plan.

 

(bb)   “*IndependentThird Party*” means an individual or entity independent of the Company having experience in providing investment bankingor similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposesof the Plan. The Committee may utilize one or more Independent Third Parties.

 

(cc)    *“MatureShares*” means Common Shares owned by a Participant that are not subject to any pledge, mortgage, charge or security interestand that have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committeemay determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Priceor satisfy a tax or deduction obligation of the Participant.

 

(dd)   “*NonqualifiedStock Option*” means an Option that is not designated by the Committee as an Incentive Stock Option.

 

(ee)    “*Option*”means an Award granted under Section 7 of the Plan.

 

(ff)    “*OptionPeriod*” has the meaning given such term in Section 7(c) of the Plan.

 

(gg)   “*OtherCash-Based Award*” means a cash Award granted to a Participant under Section 10 of the Plan, including cash awardedas a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

 

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(hh)   “*OtherStock-Based Award*” means an equity-based or equity-related Award, other than an Option, SAR, Restricted Stock, RestrictedStock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth under Section 10 of the Plan.

 

(ii)    “*Participant*”means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6of the Plan.

 

(jj)    “*PerformanceCompensation Award*” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 12of the Plan.

 

(kk)   “*PerformanceCriteria*” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the PerformanceGoal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan pursuant to Section 12 of thePlan.

 

(ll)    “*PerformanceFormula*” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance Goal todetermine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all,or none of the Performance Compensation Award has been earned for the applicable Performance Period.

 

(mm)  “*PerformanceGoals*” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Periodbased upon the Performance Criteria pursuant to Section 12 of the Plan.

 

(nn)   “*PerformancePeriod*” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or morePerformance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance CompensationAward.

 

(oo)   “*PermittedTransferee*” shall have the meaning set forth in Section 15(b)(ii) of the Plan.

 

(pp)   “*Person*”means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

 

(qq)   “*Plan*”means this Critical Metals Corp. 2024 Incentive Award Plan, as amended from time to time.

 

(rr)    “*Registerof Members*” means the register of members of the Company maintained in accordance with the BVI Statute.

 

(ss)    “*RestrictedPeriod*” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable,the period of time within which performance is measured for purposes of determining whether an Award has been earned.

 

(tt)    “*RestrictedStock Unit*” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuouslyemployed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

 

(uu)   “*RestrictedStock*” means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation,a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), grantedunder Section 9 of the Plan.

 

(vv)    “*SARPeriod*” has the meaning given such term in Section 8(c) of the Plan.

 

(ww)  “*SecuritiesAct*” means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any sectionof the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendmentsor successor provisions to such section, rules, regulations or guidance.

 

(xx)   “*StockAppreciation Right*” or *“SAR” *means an Award granted under Section 8 of the Plan.

 

(yy)   “*StrikePrice*” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of aSAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of anOption, the Fair Market Value on the Date of Grant.

 

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(zz)    “*Subsidiary*”means, with respect to any specified Person:

 

(i)     anycorporation, company, association or other business entity of which more than 50% of the total voting power of shares (without regardto the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ or stockholders’ agreementthat effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more ofthe other Subsidiaries of that Person (or a combination thereof); and

 

(ii)    anypartnership or limited partnership (or any comparable non-British Virgin Islands entity (A) the sole general partner (or functional equivalentthereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functionalequivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

 

(aaa)   “*SubstituteAward*” has the meaning given such term in Section 5(e).

 

(bbb)  “*TreasuryRegulation*” means the United States Department of Treasury regulations promulgated under the Code.

 

4.     *Administration*.

 

(a)    TheCommittee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the ExchangeAct and Applicable Law (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committeeshall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committeemember shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validlygranted under the Plan.

 

(b)    Subjectto the provisions of the Plan and Applicable Law, the Committee shall have the sole and plenary authority, in addition to other expresspowers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type ortypes of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respectto which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditionsof any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash,Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by whichAwards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under whatcircumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respectto an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret,administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreementrelating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appointsuch agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting orexercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any otheraction that the Committee deems necessary or desirable for the administration of the Plan, in each case, to the extent consistent withthe terms of the Plan.

 

(c)    TheCommittee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respectto any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that maybe so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.

 

(d)    Unlessotherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respectto the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee,may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company,any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.

 

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(e) To the maximumextent permitted by law, no member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company(each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or anydetermination made in good faith with respect to the Plan or any Award hereunder. To the maximum extent permitted by law, eachIndemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense(including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resultingfrom any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may beinvolved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and against and from any and allamounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such IndemnifiablePerson in satisfaction of any judgment in any such action, suit or proceeding against such IndemnifiablePerson, provided that the Company shall have the right, at its own expense, to assume and defend any such action,suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control oversuch defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to anIndemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal)binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to theindemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or thatsuch right of indemnification is otherwise prohibited by law or by the Company’s memorandum and articles of association. Theforegoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Personsmay be entitled under the Company’s memorandum and articles of association, as a matter of law, or otherwise, or any otherpower that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

 

(f)     Notwithstandinganything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awardsand administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committeeunder the Plan.

 

5.     *Grantof Awards; Shares Subject to the Plan; Limitations*.

 

(a)    TheCommittee may, from time to time, grant Awards to one or more Eligible Persons.

 

(b) Subject toadjustment as provided in Section 13 of the Plan and to Section 5(e) below, the maximum number of Common Shares that maybe delivered in satisfaction of Awards under the Plan as of the Effective Date shall be 9,073,988 Common Shares. In addition,subject to adjustment as provided in Section 13, such maximum number of Common Shares will automatically increase on January1stt of each year for a period of ten years commencing on January 1, 2025 and ending on (and including) January1, 2034, in an amount equal to 3% of the total number of Common Shares outstanding on December 31st of the precedingyear; *provided*, *however*, that the Board may act prior to January 1st of any such given yearto provide that the increase for such year will be a lesser number of Common Shares. The maximum number of Common Shares that may begranted under the Plan during any single fiscal year to any Participant who is a non-employee director, when taken together with anycash fees paid to such non-employee director during such year in respect of his service as a non-employee director (includingservice as a member or chair of any committee of the Board), shall not exceed $750,000 in total value (calculating the value of anysuch Awards based on the Fair Market Value on the Date of Grant of such Awards for financial reportingpurposes); provided that the non-employee directors who are considered independent (under the rules of theNASDAQ Stock Market or other securities exchange on which the Common Shares are traded) may make exceptions to this limit for anon-executive chair of the Board, if any, in which case the non-employee director receiving such additional compensation may notparticipate in the decision to award such compensation.

 

(c)    Inthe event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually orby attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such Option orother Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding of Common Sharesby the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common Shares available for grantunder the Plan on a one-for-one basis. Common Shares underlying Awards under the Plan that are forfeited, canceled, expire unexercised,or are settled in cash shall also be available again for issuance as Awards under the Plan.

 

(d)    CommonShares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company,shares purchased on the open market or by private purchase, or a combination of the foregoing.

 

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(e) Awards may, in thesole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previouslygranted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). The numberof Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares available forAwards under the Plan.

 

6.     *Eligibility*.Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notificationfrom the Committee or from a person designated by the Committee, that they have been selected to participate in the Plan.

 

7.     *Options*.

 

(a)    *Generally*.Each Option granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email orthe posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall besubject to the conditions set forth in this Section 7 and to such other conditions not inconsistent with the Plan as may be reflectedin the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable AwardAgreement expressly states that the Option is intended to be an Incentive Stock Option. Subject to Section 13 and Section 5(e),the maximum aggregate number of Common Shares that may be issued through the exercise of Incentive Stock Options granted under the Planis the number of Common Shares specified in Section 5(b) above, which, for the avoidance of doubt, such share limit shall not besubject to the annual adjustment provided in Section 5(b). Incentive Stock Options shall be granted only to Eligible Persons whoare employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligibleto receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has beenapproved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(1)of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solelyon account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and untilsuch approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and complywith such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option orportion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

 

(b)    *ExercisePrice*. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share foreach Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however,that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representingmore than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined inaccordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair MarketValue per share on the Date of Grant and provided further, that, notwithstanding any provision herein to the contrary, theExercise Price shall not be less than the par value per Common Share.

 

(c)    *Vestingand Expiration*. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committeeand shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however,that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participantwho on the Date of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Companyor any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)); provided, further,that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisabilityof any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.If the Option would expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicableto the Option will be automatically extended to a date that is 30 calendar days following the date such exercise would no longerviolate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided,that in no event shall such expiration date be extended beyond the expiration of the Option Period.

 

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(d) *Method ofExercise and Form of Payment*. No Common Shares shall be delivered pursuant to any exercise of an Option until payment infull of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to anytaxes required to be withheld or paid upon exercise of such Option. Options that have become exercisable may be exercised bydelivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option, accompanied bypayment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valuedat the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by meansof attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to theCompany); provided that such Common Shares are not subject to any pledge, charge, mortgage or other security interest andare Mature Shares; and (ii) by such other method as the Committee may permit in accordance with Applicable Law, in its solediscretion, including without limitation: (A) in other property having a Fair Market Value on the date of exercise equal to theExercise Price, (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashlessexercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the CommonShares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the ExercisePrice, or (C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for whichthe Option was exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for theCommon Shares for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan orany Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieuof any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated orotherwise eliminated.

 

(e)    *Notificationupon Disqualifying Disposition of an Incentive Stock Option*. Each Participant awarded an Incentive Stock Option under the Planshall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuantto the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)of such Common Shares before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one year afterthe date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with proceduresestablished by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option asagent for the applicable Participant until the end of the period described in the preceding sentence.

 

(f)     *ComplianceWith Laws, etc*. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a mannerthat the Committee determines would violate the U.S. Sarbanes-Oxley Act of 2002, if applicable; any other Applicable Law; the applicablerules and regulations of the U.S. Securities and Exchange Commission; or the applicable rules and regulations of any securities exchangeor inter-dealer quotation system on which the securities of the Company are listed or traded.

 

8.     *StockAppreciation Rights*.

 

(a)    *Generally*.Each SAR granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or theposting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subjectto the conditions set forth in this Section 8 and to such other conditions not inconsistent with the Plan as may be reflected inthe applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to EligiblePersons independent of any Option.

 

(b)    *StrikePrice*. The Strike Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share determinedas of the Date of Grant.

 

(c)    *Vestingand Expiration*. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vestingschedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisableand shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceedten years, as may be determined by the Committee (the “SAR Period”); provided, however,that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisabilityof any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. If theSAR would expire at a time when the exercise of the SAR would violate applicable securities laws, the expiration date applicable to theSAR will be automatically extended to a date that is 30 calendar days following the date such exercise would no longer violate applicablesecurities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no eventshall such expiration date be extended beyond the expiration of the SAR Period.

 

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(d)    *Methodof Exercise*. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to theCompany in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs wereawarded.

 

(e)    *Payment*.Upon the exercise of a SAR, the Company shall pay as a contractual entitlement to the Participant an amount equal to the number of sharessubject to the SAR that are being exercised, multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercisedate over the Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash,in Common Shares having a Fair Market Value equal to such amount, or any combination thereof, as determined by the Committee. No fractionalCommon Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securitiesor other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or anyrights thereto shall be canceled, terminated or otherwise eliminated.

 

9.     *RestrictedStock and Restricted Stock Units*.

 

(a)    *Generally*.Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic medium(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each suchgrant shall be subject to the conditions set forth in this Section 9 and to such other conditions not inconsistent with the Planas may be reflected in the applicable Award Agreement.

 

(b)    *RestrictedAccounts; Escrow or Similar Arrangement*. Upon the grant of Restricted Stock, a book entry in a restricted account shallbe established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the RestrictedStock shall be held by the Company rather than held in such restricted account pending the release of the applicable restrictions, theCommittee may require the Participant to additionally execute and deliver to the Company (i) an agreement governing restrictions on theRestricted Stock satisfactory to the Committee, if applicable, and (ii) the appropriate irrevocable proxy with respect to the RestrictedStock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable,an agreement governing restrictions on the Restricted Stock and irrevocable proxy within the amount of time specified by the Committee,the Award shall be null and void (and where Restricted Stock has been granted, such Restricted Stock shall be subject to forfeiture).Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall havethe rights and privileges of a shareholder as to such Restricted Stock, including, without limitation, the right to vote such RestrictedStock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificatesissued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares andas a shareholder with respect thereto shall terminate without further obligation on the part of the Company.

 

(c)    *Vesting*.Unless otherwise provided by the Committee in an Award Agreement the unvested portion of Restricted Stock and Restricted Stock Units shallterminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.

 

(d)    *Deliveryof Restricted Stock and Settlement of Restricted Stock Units*.

 

(i)     Uponthe expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable AwardAgreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. Ifan escrow arrangement or agreement governing restrictions on shares is used, upon such expiration, the Company shall (where the Companyhas elected to issue share certificates in respect of such shares) deliver to the Participant, or his beneficiary, without charge, theshare certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the RestrictedPeriod has expired (rounded down to the nearest full share) or shall register such shares in the Participants name (to the extent notalready so registered) without any such restrictions. Dividends, if any, that may have been withheld by the Committee and attributableto any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee,in Common Shares having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and,if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee in theapplicable Award Agreement) and shall be deemed to have waived in writing any right to such dividends that he would otherwise be entitledto.

 

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(ii)    Unlessotherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstandingRestricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each suchoutstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, electto (A) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Unitsor (B) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration ofthe Restricted Period if such delivery would result in a violation of Applicable Law until such time as is no longer the case. If a cashpayment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the CommonShares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxesrequired to be withheld or paid.

 

10.    *OtherStock-Based Awards and Other Cash-Based Awards*.

 

(a)    *OtherStock-Based Awards.* The Committee may grant types of equity-based or equity-related Awards not otherwise described by theterms of the Plan (including the grant or offer for sale of unrestricted Common Shares), in such amounts and subject to such terms andconditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Common Shares to Participants,or payment in cash or otherwise of amounts based on the value of Common Shares. The terms and conditions of such Awards shall be consistentwith the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving such Awards.

 

(b)    *OtherCash-Based Awards*. The Committee may grant a Participant a cash Award not otherwise described by the terms of the Plan, includingcash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

 

(c)    *Valueof Awards*. Each Other Stock-Based Award shall be expressed in terms of Common Shares or units based on Common Shares, as determinedby the Committee, and each Other Cash-Based Awards shall be shall be expressed in terms of cash, as determined by the Committee. The Committeemay establish Performance Goals in its discretion pursuant to Section 12, and any such Performance Goals shall be set forth in theapplicable Award Agreement. If the Committee exercises its discretion to establish Performance Goals, the number and/or value of OtherStock-Based Awards or Other Cash-Based Awards that will be paid out to the Participant will depend on the extent to which such PerformanceGoals are met.

 

(d)    *Paymentof Awards*. Payment, if any, with respect to an Other Stock-Based Award or Other Cash-Based Award shall be made in accordance withthe terms of the Award, as set forth in the Award Agreement, in cash, Common Shares or a combination of cash and Common Shares, as theCommittee determines.

 

(e)    *Vesting*.The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards or Other Cash-BasedAwards following the Participant’s termination of employment or service (including by reason of such Participant’s death,disability (as determined by the Committee), or termination without Cause). Such provisions shall be determined in the sole discretionof the Committee and will be included in the applicable Award Agreement but need not be uniform among all Other Stock-Based Awards orOther Cash-Based Awards issued pursuant to the Plan and may reflect distinctions based on the reasons for the termination of employmentor service.

 

11.    *DividendEquivalents*. No adjustment shall be made in the Common Shares issuable or taken into account under Awards on account of cash dividendsthat may be paid or other rights that may be issued to the holders of Common Shares prior to issuance of such Common Shares under suchAward. The Committee may grant Dividend Equivalents based on the dividends declared on Common Shares that are subject to any Award (otherthan an Option or Stock Appreciation Right). Any Award of Dividend Equivalents may be credited as of the dividend payment dates, duringthe period between the Date of Grant of the Award and the date the Award becomes payable or terminates or expires, as determined by theCommittee; however, Dividend Equivalents shall not be payable unless and until the Award becomes payable, and shall be subject to forfeitureto the same extent as the underlying Award. Dividend Equivalents may be subject to any additional limitations and/or restrictions determinedby the Committee. Dividend Equivalents shall be payable in cash, Common Shares or converted to full-value Awards, calculated based onsuch formula, as may be determined by the Committee.

 

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12.    *PerformanceCompensation Awards*.

 

(a)    *Generally*.The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to designatesuch Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participantand designate such Award as a Performance Compensation Award. Unless otherwise determined by the Committee, all Performance CompensationAwards shall be evidenced by an Award Agreement.

 

(b)    *Discretionof Committee with Respect to Performance Compensation Awards*. The Committee shall have the discretion to establish the terms,conditions and restrictions of any Performance Compensation Award. With regard to a particular Performance Period, the Committee shallhave sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, thePerformance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) thatis (are) to apply and the Performance Formula.

 

(c)    *PerformanceCriteria*. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for PerformanceCompensation Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates,divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of thefollowing: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or aftertaxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v)operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, investedcapital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash providedby operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but notlimited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciationand/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including,but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv)productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) workingcapital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii)sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi)client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix)cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnershipsor transactions; (xxxiii) personal targets, goals or completion of projects; and (xxxiv) such other criteria as establishedby the Committee in its discretion from time to time. Any one or more of the Performance Criteria may be used on an absolute or relativebasis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/orone or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria maybe compared to the performance of a selected group of comparable or peer companies, or a published or special index that the Committee,in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to providefor accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in thisparagraph. Any Performance Criteria that are financial metrics, may be determined in accordance with United States Generally AcceptedAccounting Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includableor excludable under GAAP.

 

(d)    *Modificationof Performance Goal(s)*. The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal forsuch Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during a PerformancePeriod, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii)the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv)any reorganization and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting PrinciplesBoard Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial conditionand results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitionsor divestitures; (vii) discontinued operations; (viii) any other specific unusual or infrequently occurring or non-recurringevents, or objectively determinable category thereof; (ix) foreign exchange gains and losses; and (x) a change inthe Company’s fiscal year.

 

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(e)    *Termsand Condition to Receipt of Payment*. Unless otherwise provided in the applicable Award Agreement, a Participant must be employedby the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for suchPerformance Period. Unless otherwise determined by the Committee, a Participant shall be eligible to receive payment in respect of a PerformanceCompensation Award only to the extent that: (i) the Performance Goals for such period are achieved; and (ii) all or some ofthe portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the applicationof the Performance Formula to such achieved Performance Goals. Following the completion of a Performance Period, the Committee shall determinewhether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate the amount of thePerformance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amountof each Participant’s Performance Compensation Award actually payable for the Performance Period.

 

13.    *Changesin Capital Structure and Similar Events*. In the event of (a) any dividend (other than cash dividends) or other distribution(whether in the form of cash, Common Shares, other securities or other property), recapitalization, issue of bonus shares, division ofshares, consolidation of shares, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchaseor exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or othersecurities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affectsthe Common Shares, or (b) unusual or infrequently occurring events (including, without limitation, a Change in Control) affecting theCompany, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulationsor other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law,such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then theCommittee shall make any such adjustments in such manner as it may deem equitable, subject to the requirements of Code Sections 409A,421, and 422, if applicable, including without limitation any or all of the following:

 

(a)    adjustingany or all of (i) the number of Common Shares or other securities of the Company (or number and kind of other securities or otherproperty) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, withoutlimitation, adjusting any or all of the limitations under Section 5 of the Plan) and (ii) the terms of any outstanding Award, including,without limitation, (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or otherproperty) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with respect toany Award or (C) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

 

(b)    providingfor a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;

 

(c)    acceleratingthe exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise priorto the occurrence of such event;

 

(d)    modifyingthe terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after aChange in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;

 

(e)    deemingany performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or actualperformance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance measuresto continue (as is or as adjusted by the Committee) after closing;

 

(f)     providingthat for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would nototherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but any suchexercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take placeafter giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised priorto the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Changein Control; and

 

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(g)    cancelingany one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property,or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon theprice per Common Share received or to be received by other shareholders of the Company in such event), including without limitation, inthe case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a datespecified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of suchOption or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Priceequal to, or in excess of, the Fair Market Value of a Common Share subject thereto may be canceled and terminated without any paymentor consideration therefor); provided, however, that in the case of any “equity restructuring”(within the meaning of the U.S. Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shallmake an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give eachParticipant notice of an adjustment hereunder and, upon notice, such adjustment shall be final, conclusive and binding for all purposes.

 

14.    *Amendmentsand Termination*.

 

(a)    *Amendmentand Termination of the Plan*. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof atany time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be madewithout shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including,without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation systemon which the Common Shares may be listed or quoted); provided, further, that any such amendment, alteration,suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiaryof any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

 

(b)    *Amendmentof Award Agreements; Repricing*. The Committee may, to the extent consistent with the terms of any applicable Award Agreement,waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore grantedor the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration,suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant withrespect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, unlessthe Committee determines, in its sole discretion, that the amendment is necessary for the Award to comply with Code Section 409A.In addition, the Committee shall, without the approval of the shareholders of the Company, have the authority to reduce the exerciseprice per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchangefor cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price pershare of the original Options or Stock Appreciation Rights.

 

15.    *General*.

 

(a)    *AwardAgreements*. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whetherin paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contractwith the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation,the effect on such Award of the death, disability (as determined by the Committee) or termination of employment or service of a Participant,or of such other events as may be determined by the Committee.

 

(b)    *Nontransferability*.

 

(i)     EachAward shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under Applicable Law, bythe Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, mortgaged, charged, attached,sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any suchpurported assignment, alienation, pledge, mortgage, charge, attachment, sale, transfer or encumbrance shall be void and unenforceableagainst the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment,alienation, pledge, mortgage, charge attachment, sale, transfer or encumbrance.

 

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(ii)    Notwithstandingthe foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve thepurposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructionsto Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely forthe benefit of the Participant and his Immediate Family Members; (C) a partnership, limited partnership or limited liabilitycompany whose only partners or shareholders or stockholders are the Participant and his Immediate Family Members; or (D) anyother transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicableAward Agreement (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as, a “PermittedTransferee”); provided that the Participant gives the Committee advance written notice describing theterms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would complywith the requirements of the Plan.

 

(iii)    Theterms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any referencein the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that(A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B)Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statementon an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines,consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committeeor the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwisehave been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination ofthe Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable AwardAgreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisableby the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.

 

(c)    *TaxWithholding and Deductions*.

 

(i)     AParticipant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is herebyauthorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award or fromany compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property) of anyrequired taxes (up to the maximum statutory rate under Applicable Law as in effect from time to time as determined by the Committee) anddeduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and to takesuch other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of suchtaxes.

 

(ii)    Withoutlimiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or inpart, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject to any pledge, mortgage, chargeor other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant having a FairMarket Value equal to such liability or (B) having the Company withhold from the number of Common Shares otherwise deliverable pursuantto the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such liability.

 

(d) *No Claim toAwards; No Rights to Continued Employment; Waiver*. No employee of the Company or an Affiliate, or otherperson, shall have any Claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, tobe selected for a grant of any other Award. A Participant’s sole remedy for any Claim related to the Plan or any Award shallbe against the Company, and no Participant shall have any Claim or right of any nature against any Subsidiary or Affiliate of theCompany or any shareholder or stockholder or existing or former director, officer or employee of the Company or any Subsidiary ofthe Company. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms andconditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same withrespect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employor service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service onthe Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consultingrelationship, free from any liability or any Claim under the Plan, unless otherwise expressly provided in the Plan or any AwardAgreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any Claim to continuedexercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the periodprovided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract orother agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on orafter the Date of Grant.

 

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(e)    *InternationalParticipants*. With respect to Participants who reside or work outside of the United States of America, the Committee may in itssole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform such terms withthe requirements of local law or to obtain more favorable tax or other and, in furtherance of such purposes the Committee may make suchmodifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws in othercountries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

 

(f)     *Designationand Change of Beneficiary*. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participantmay, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designationwith the Committee. The last such designation received by the Committee shall be controlling; provided, however,that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’sdeath, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,the beneficiary shall be deemed to be his spouse or, if the Participant is unmarried at the time of death, his estate.

 

(g)    *Terminationof Employment/Service*. Unless determined otherwise by the Committee at any time following such event and subject to Section 15(r)of the Plan: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer fromemployment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination ofemployment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company andits Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity(or vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.

 

(h)    *NoRights as a Shareholder*. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitledto the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until such shareshave been issued to that person.

 

(i)     *Governmentand Other Regulations*.

 

(i) Theobligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all Applicable Laws, rules,and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of anyAward to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offeringto sell or selling, any Common Shares or other securities pursuant to an Award unless such shares have been properly registered forsale pursuant to the Securities Act with the U.S. Securities and Exchange Commission or unless the Company has received an opinionof counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an availableexemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under noobligation to register for sale under the Securities Act any of the Common Shares or other securities to be offered or sold underthe Plan. Subject to the requirements of the memorandum and articles of association of the Company and the BVI Statute, theCommittee shall have the authority to cause there to be made to the Register of Members all necessary updates and to provide thatall certificates for Common Shares (where the Company elects to issue them) or other securities of the Company or any Affiliatedelivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisableunder the Plan, the applicable Award Agreement, the United States federal securities laws, or the rules, regulations and otherrequirements of the U.S. Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon whichsuch shares or other securities are then listed or quoted and any other applicable U.S. federal, state, local or non-U.S. laws, and,without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any suchcertificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, theCommittee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its solediscretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity towhose jurisdiction the Award is subject.

 

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(ii)    TheCommittee may cancel an Award or any portion thereof if the Committee determines, in its sole discretion, that legal or contractual restrictionsand/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets,the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Sharesor other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticableor inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with theforegoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of theCommon Shares subject to such Award or portion thereof that is canceled (determined as of the applicable exercise date, or the date thatthe shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case ofan Option or SAR, respectively) or any amount payable as a condition of issuance of Common Shares (in the case of any other Award). Suchamount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

 

(j)     *Paymentsto Persons Other Than Participants*. If the Committee shall find that any person to whom any amount is payable under the Plan isunable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or hisestate (unless a prior Claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company,be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by theCommittee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete dischargeof the liability of the Committee and the Company therefor.

 

(k)    *Nonexclusivityof the Plan*. Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company forapproval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it maydeem desirable, including, without limitation, the granting of stock options or share options or other equity-based awards otherwise thanunder the Plan, and such arrangements may be either applicable generally or only in specific cases.

 

(l)     *NoTrust or Fund Created*. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kindor a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on theother hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan,to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets,nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separatelymaintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditorsof the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services,they shall have the same rights as other employees or service providers under general law.

 

(m)    *Relianceon Reports*. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, asthe case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independentpublic accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent ofor service provider to the Company or the Committee or the Board, other than himself.

 

(n)    *Relationshipto Other Benefits*. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

 

(o)    *GoverningLaw*. The Plan shall be governed by and construed in accordance with the internal laws of the British Virgin Islands applicableto contracts made and performed wholly within the British Virgin Islands, without giving effect to the conflict of laws provisions thereof.

 

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(p)    *Severability*.If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in anyjurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by theCommittee, such provision shall be construed or deemed amended to conform to the Applicable Laws, or if it cannot be construed or deemedamended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shallbe construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shallremain in full force and effect.

 

(q)    *ObligationsBinding on Successors*. The obligations of the Company under the Plan shall be binding upon any successor company, corporationor organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor company,corporation or organization succeeding to substantially all of the assets and business of the Company.

 

(r)     *CodeSection 409A*.

 

(i)     Notwithstandingany provision of the Plan to the contrary, all Awards made under the Plan are intended to be exempt from or, in the alternative, complywith Code Section 409A and the authoritative guidance thereunder, including the exceptions for stock rights or share rights and short-termdeferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated asa separate payment for purposes of Code Section 409A.

 

(ii)    Ifa Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of histermination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payableby reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’srepresentative or estate) before the earlier of (x) the first business day after the date that is six months following the dateof the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s death. Forpurposes of Code Section 409A, a termination of service shall be deemed to occur only if it is a “separation from service”within the meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination of service”or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unlessthe applicable Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service”within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Awardwould be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified,only to the extent necessary to avoid the imposition of any additional tax under Code Section 409A, to mean a “change in controlevent” as such term is defined for purposes of Code Section 409A.

 

(iii)    Anyadjustments made pursuant to Section 13 to Awards that are subject to Code Section 409A shall be made in compliance with therequirements of Code Section 409A, and any adjustments made pursuant to Section 13 to Awards that are not subject to Code Section 409Ashall be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section 409Aor (y) comply with the requirements of Code Section 409A.

 

(s)     *Expenses; Gender; Titlesand Headings*. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns andother words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenienceof reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

 

(t) *Other Agreements*.Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common Shares or other securitiesunder an Award, that the Participant execute lock-up, shareholder or other agreements, as it may determine in its sole andabsolute discretion.

 

(u)    *Payments. *Participantsshall be required to pay, to the extent required by Applicable Law, any amounts required to receive Common Shares or other securitiesunder any Award made under the Plan.

 

(v)    *ErroneouslyAwarded Compensation*. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similarincentive compensation recoupment policy established from time to time by the Company, including, without limitation, any such policyestablished to comply with the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) Applicable Law (including, withoutlimitation, Section 304 of the U.S. Sarbanes-Oxley Act and Section 954 of the U.S. Dodd-Frank Wall Street Reform and ConsumerProtection Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on whichthe Common Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstandingAward Agreements.

 

 

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