Luxfer Holdings PLC S-8


 


Exhibit 4.2


 


LUXFER HOLDINGS
PLC

lonG-TERM UMBRELLA INCENTIVE PLAN

(Amended and Restated as of June 8, 2022)


 


 


 


		1.	Purpose of the Plan



 


The purpose of the Plan is
to attract and retain high-quality senior employees in an environment where compensation levels are based on global market practice, to
align rewards of employees with returns to shareholders and to reward the achievement of business targets and key strategic objectives.
The Plan is designed to serve these goals by providing such employees with a proprietary interest in pursuing the long-term growth, profitability
and financial success of the Company. Award grants are intended to be determined annually, but may be made on other occasions, such as
recruitments.


 


		2.	Definitions



 


As used in the Plan or in
any instrument governing the terms of any Award, unless stated otherwise, the following definitions apply to the terms indicated below:


 


(a)         “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock Based Award, or Cash Incentive Award
granted to a Participant pursuant to the Plan.


 


(b)         “Award Agreement” means any written agreement, contract or other instrument or document evidencing an
Award.


 


(c)         “Beneficiary” means a Person designated in writing by the Participant to receive any amounts due to the
Participant hereunder in the event of the Participant’s death or, absent any such designation, the Participant’s estate. Such
designation, if any, must be on file with the Company prior to the Participant’s death.


 


(d)         “Board” means the Board of Directors of Luxfer.


 


(e)         “Cash Incentive Award” means an award granted pursuant to Section 9 of the Plan.


 


(f)          “Cause” means (i) if the Participant is a party to an employment agreement with the Company and such
agreement provides for a definition of Cause or the grounds for summary dismissal, the definition of Cause contained therein or such grounds
for summary dismissal, as applicable, or (ii) if no such agreement exists or if such agreement does not define Cause and does not provide
for the grounds for summary dismissal, such conduct of a Participant that constitutes grounds for summary dismissal, as determined by
the Company in its sole discretion. For the avoidance of doubt, grounds for summary dismissal will include, without limitation, (i) gross
misconduct, gross incompetence or any other material breach of obligations to the Company; (ii) commission of any criminal offence other
than a road traffic offence or any other offence which does not result in a custodial sentence and in the reasonable opinion of the Company
does not affect the Participant’s employment; (iii) becoming bankrupt or making any formal arrangement or composition with the Participant’s
creditors generally; (iv) disqualification from being a director of any company by reason of an order made by any competent court other
than by reason of mental or physical disability; or (v) engaging in any conduct which brings the Participant or the Company into disrepute.


 






     


     


    

 


(g)         “Change in Control” means, unless otherwise defined in the Award Agreement, the occurrence of any of
the following after the Effective Date: (i) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s
outstanding securities (other than any Person who was a “beneficial owner” of securities of the Company representing 40% or
more of the combined voting power of the Company’s outstanding securities prior to the Effective Date); or (ii) dissolution or liquidation
of the Company; or (iii) material reconstruction or significant demerger; or (iv) individuals who constitute the Board on the Effective
Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board, provided
that any Person becoming a director subsequent to the Effective Date whose appointment to fill a vacancy or to fill a new Board position
was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by
the Company’s shareholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes
of this clause (iv), considered as though he or she were a member of the Incumbent Board; or (v) the occurrence of any of the following
of which the Incumbent Board does not approve: (A) merger or consolidation in which the Company is not the surviving corporation or (B)
sale of all or substantially all of the assets of the Company; or (vi) consummation of a plan of reorganization, merger or consolidation
of the Company with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the
plan of reorganization are exchanged or converted into cash or property or securities not issued by the Company, which was approved by
shareholders pursuant to a proxy statement soliciting proxies from shareholders of the Company, by someone other than the then current
management of the Company.


 


(h)        
“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and all regulations,
interpretations and administrative guidance issued thereunder.


 


(i)          
“Committee” means the Remuneration Committee of the Board or such other committee as the Board shall
appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee
under the terms of the Plan.


 


(j)          
“Company” means Luxfer and all of its Subsidiaries, collectively.


 


(k)        
“Disability” means any physical or mental impairment which qualifies a Participant for (i) disability
benefits under any long-term disability plan maintained by the Company, (ii) workers’ compensation total disability benefits,
(iii) Social Security disability benefits, or (iv) as otherwise determined by the Board. For purposes of the Plan, a Participant’s
employment shall be deemed to have terminated as a result of Disability on the date as of which he or she is first entitled to receive
disability benefits under such policy, law or regulation or such other date as the Committee shall determine in its sole discretion; provided
that with respect to any Award that is subject to Section 409A of the Code, if such Award provides for any payment or distribution
upon a Participant’s (i) Disability, then “Disability” shall have the meaning given to such term in Section 1.409A-3(i)(4)
of the Treasury Regulations or (ii) termination of employment as a result of Disability, then such Participant’s employment
shall be deemed to have terminated as a result of Disability on the date on which such Participant experiences a separation from service
within the meaning of Section 409A of the Code and regulations promulgated thereunder.


 






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(l)          
“Effective Date” means October 2, 2012.


 


(m)         “Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.


 


(n)        
“Exercise Price” means the price per Share at which a holder of an Option or a Stock Appreciation Right
may purchase Shares or exercise a Stock Appreciation Right, as applicable.


 


(o)        
“Fair Market Value” means, with respect to a Share, as of the applicable date of determination, (i) the
closing price per Share on that date as reported on the New York Stock Exchange (or if not reported, the closing price per Share on the
trading day immediately preceding such date as reported on the New York Stock Exchange) or (ii) if not so reported, as determined by the
Committee in its sole discretion using a reasonable valuation method taking into account, to the extent applicable, the requirements of
Section 409A of the Code.


 


(p)        
 “Luxfer” means Luxfer Holdings PLC, incorporated in England and Wales, and any successor thereto.


 


(q)        
“Nonqualified Stock Option” means an Option that is not intended to meet the requirements of Section
422 of the Code or that otherwise does not meet such requirements.


 


(r)         
“Option” means a right granted to a Participant pursuant to Section 6 to purchase a specified amount
of Shares at an Exercise Price.


 


(s)         
“Ordinary Shares” means Luxfer’s ordinary shares, nominal value £0.50 per share, or any other
security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 12 of the Plan.


 


(t)          
“Other Stock Based Award” means an equity-based or equity-related award, other than an Option, Stock
Appreciation Right, Restricted Stock, or Restricted Stock Unit, granted to a Participant pursuant to Section 10, including a nil or nominal
cost right to acquire Shares.


 


(u)        
“Participant” means an employee of the Company who is eligible to participate in the Plan and to whom
one or more Awards have been granted pursuant to the Plan.


 


(v)        
“Performance-Based” means, with respect to an Award, an Award that vests, in whole or in part, on the
basis of one or more Performance Targets.


 


(w)            
“Performance Measures” means such measures on which Performance Targets are based in respect of Performance-Based
Awards.


 


(x)        
“Performance Percentage” means the factor determined pursuant to a Performance Schedule that is to be
applied to a Target Award and that reflects actual performance compared to the Performance Target.


 






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(y)        
“Performance Period” means the period of time during which the Performance Targets must be met in order
to determine the degree of payout and/or vesting with respect to a Performance-Based Award. Performance Periods for different Awards may
be overlapping.


 


(z)        
“Performance Schedule” means a schedule or other objective method for determining the applicable Performance
Percentage to be applied to each Target Award.


 


(aa)        “Performance Target” means performance goals and objectives with respect to Performance Measures for
a Performance Period.


 


(bb)       “Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange
Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.


 


(cc)        “Plan” means this Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as it may be amended from time
to time.


 


(dd)       “Restricted Stock” means Shares awarded to a Participant pursuant to Section 7 subject to a substantial
risk of forfeiture.


 


(ee)        “Restricted Stock Unit” means a right to receive a number of Shares subject to the Award or the value
thereof as of the specified date granted to a Participant pursuant to Section 8.


 


(ff)         “Securities Act” means the United States Securities Act of 1933, as amended.


 


(gg)       “Share” means an Ordinary Share.


 


(hh)       “Stock Appreciation Right” means a right granted to a Participant under Section 6.


 


(ii)          “Subsidiary” means any entity of which a majority of the outstanding voting shares or voting power is
beneficially owned directly or indirectly by Luxfer.


 


(jj)          “Target Award” means a target Award determined by the Committee to be payable upon satisfaction of any
applicable Performance Targets.


 


(kk)        “Time-Based” means, with respect to an Award, an Award that vests solely on the basis of continued employment.


 


(ll)          “Transfer” means, with respect to any Award, a transfer, sale, exchange, assignment, pledge, hypothecation
or other encumbrance or disposition of such Award, whether for or without consideration. “Transferee”, “Transferred”
and “Transferability” shall have correlative meanings.


 


(mm)     
“U.S.” means the United States of America.


 






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		3.	Term; Stock Subject to the Plan



 


(a)          
Term of the Plan


 


Unless the Plan shall have been
earlier terminated by the Board, Awards may be granted under the Plan at any time in the period commencing on the Effective Date and ending
on June 8, 2032. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan.


 


(b)          
Stock Subject to the Plan


 


The maximum number of Shares
that may be available for Awards under the Plan on or after June 8, 2022, in the aggregate, shall be 1,400,000 Shares. The maximum referred
to in the preceding sentence of this paragraph shall be subject to adjustment as provided in Section 12. The Board may, subject to
any applicable law and approval by the shareholders of Luxfer to the extent required by law or listing conditions of the New York Stock
Exchange, from time to time increase the maximum number of Shares that may be available for Awards under the Plan. The Company may satisfy
its obligation to deliver Shares under the Plan in any manner permitted by law, including without limitation, by issuing new Shares that
are authorized for issuance, using treasury shares or causing an employee benefit trust or any other trust to deliver Shares.


 


For purposes of the preceding
paragraph, if any Shares subject to an Award are forfeited, if any Award or any portion of an Award lapses or expires (including the unvested
portion of any Award granted subject to Performance Targets, which fails to achieve its Performance Targets in full) or if any Award is
settled for cash (in whole or in part) in accordance with its terms, the Shares subject to such Award shall, to the extent of such forfeiture,
lapse, expiration or cash settlement, again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary
contained herein, the following Shares shall not be added to the Shares authorized for grant under this Section 3(b) and shall not be
available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise
price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with
respect to any Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with the settlement of the
Stock Appreciation Right in Shares upon exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the
exercise of Options. The payment of dividend equivalents in cash in conjunction with any outstanding Awards shall not be counted against
the Shares available for issuance under the Plan. Shares covered by Awards granted pursuant to the Plan in connection with the assumption,
replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the
meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes
of this Section 3(b).


 


For the sake of clarity, no
Shares that remained available under the Plan for issuance prior to June 8, 2022 will be issued on or after June 8, 2022, and no Shares
underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Plan on or after June 8, 2022.


 






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		4.	Administration of the Plan



 


The Plan shall be administered
by the Committee. The Committee shall, consistent with the terms of the Plan, from time to time designate those employees of the Company
who shall be granted Awards under the Plan and the amount, type and other terms and conditions of such Awards. The Committee, in its discretion
and consistent with applicable law and regulations, may delegate its authority and duties under the Plan to any other individual or committee
as it deems to be advisable, under any conditions and subject to applicable law and any limitations that the Committee may establish,
except that the Committee may not delegate its authority with respect to establishing the terms and conditions of Awards made to any employee
of the Company who is subject to Section 16 of the Exchange Act.


 


The Committee shall have full
discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of
the Plan and the terms of any Award (and any Award Agreement) granted thereunder and to adopt and amend from time to time such rules and
regulations for the administration of the Plan as the Committee may deem necessary or appropriate. The employment of a Participant with
the Company shall be deemed to have terminated for all purposes of the Plan if such Participant is employed by a Subsidiary of Luxfer
and such Subsidiary ceases to be a Subsidiary of Luxfer, unless the Committee determines otherwise.


 


On or after the date of grant
of an Award under the Plan, the Committee may (i) accelerate the date on which any such Award becomes vested, exercisable or Transferable,
or waive any condition relating to such Award becoming vested, exercisable or Transferable, as the case may be, in the event of death
or Disability or in the event that the Committee determines the conditions to such vesting, exercisability or Transferability to be impractical
or unachievable; (ii) extend the term of any such Award, including, without limitation, extending the period following a termination of
a Participant’s employment during which any such Award may remain outstanding; or (iii) provide for the crediting of dividends or
dividend equivalents with respect to any such Award as set forth herein; provided that the Committee shall not have any such authority
to the extent that the grant or exercise of such authority would cause any tax to become due under Section 409A of the Code or any other
applicable law.


 


Without limiting the generality
of the foregoing, in order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee
may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or
custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements
to, or amendments, restatements, or alternative version of, the Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of the Plan for any other purpose.


 


Decisions of the Committee
shall be final, binding and conclusive on all parties.


 


To the extent permitted by
applicable law, (i) no member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and (ii)
the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom
any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action,
omission or determination relating to the Plan.


 






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		5.	Eligibility; Award Agreements; Non-Transferability; Vesting; Clawback



 


(a)        
The Committee shall select from time to time the employees of the Company who are eligible to receive Awards pursuant to
the Plan, including those key employees who are largely responsible for the management, growth and protection of the business of the Company.


 


(b)        
Employees of Subsidiaries may participate in the Plan upon approval of Awards to such employees by the Committee. A Subsidiary’s
participation in the Plan may be conditioned upon the Subsidiary’s agreement to reimburse Luxfer for costs and expenses of such
participation, as determined by Luxfer. The Committee may terminate the Subsidiary’s participation in the Plan at any time and for
any reason. If a Subsidiary’s participation in the Plan shall terminate, such termination shall not relieve it of any obligations
theretofore incurred by it under the Plan, except with the approval of the Committee, and the Committee shall determine, in its sole discretion,
the extent to which employees of the Subsidiary may continue to participate in the Plan with respect to previously granted Awards. Unless
the Committee determines otherwise, a Subsidiary’s participation in the Plan shall terminate upon the occurrence of any event that
results in such entity no longer constituting a Subsidiary as defined herein; provided, however, that such termination shall
not relieve such Subsidiary of any of its obligations to Luxfer theretofore incurred by it under the Plan, except with the approval of
the Committee. Notwithstanding the foregoing, unless otherwise specified by the Committee, upon any such Subsidiary ceasing to be a Subsidiary
as defined herein, the Participants employed by such Subsidiary shall be deemed to have terminated employment for purposes of the Plan.
With respect to Awards subject to Section 409A of the Code, for purposes of determining whether a distribution is due to a Participant,
such Participant’s employment shall be deemed terminated as described in the preceding sentence only if the Committee determines
that a separation from service (within the meaning of Section 409A of the Code and regulations promulgated thereunder) has occurred.


 


(c)        
Each Award granted under the Plan shall be evidenced by an Award Agreement in form and substance approved by the Committee,
which may provide that (i) an Award may not be Transferred and (ii) following the vesting, exercise or lapse of Transfer restrictions
in respect of an Award, Shares must be held by the Participant for at least 12 months.


 


(d)        
Notwithstanding any other provision in the Plan, no Award granted to a Participant shall vest, become exercisable or become
Transferable earlier than the first (1st) anniversary of the grant date; provided, however, up to a maximum of
five percent (5%) of the maximum aggregate number of Shares that may be issued under the Plan pursuant to Section 3(b) may be issued pursuant
to Awards granted under the Plan without regard for any limitations or other requirements for vesting or Transferability under the Plan.


 


(e)        
Each Award granted under the Plan shall be subject to the Clawback Policies and Procedures as set forth in Luxfer’s
Directors’ Remuneration Policy and the applicable Award Agreement.


 






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		6.	Options and Stock Appreciation Rights



 


The Committee may from time
to time grant Time-Based and Performance-Based Options that are Nonqualified Stock Options and Time-Based and Performance-Based Stock
Appreciation Rights, subject to the following terms and conditions:


 


(a)        
Evidence of Grant


 


The Award Agreement evidencing
the grants of Options and Stock Appreciation Rights shall include the amount of Shares subject to an Award, the Exercise Price, vesting
conditions (as set forth below) and such additional provisions as may be specified by the Committee. The Exercise Price per Share covered
by any Option or Stock Appreciation Right shall be not less than 100% of the Fair Market Value of a Share on the date on which such Option
or Stock Appreciation Right is granted with respect to any Option granted to a Participant who is a U.S. taxpayer.


 


(b)        
Vesting


 


Unless otherwise determined
by the Committee, each Time-Based Option or Time-Based Stock Appreciation Right shall become vested and exercisable with respect to one
quarter of the Shares subject to the Award on each of the first four anniversaries from the date of grant provided the Participant is
continuously employed through each such respective anniversary.


 


(c)        
Exercise Period


 


No Option or Stock Appreciation
Right shall be exercisable after the expiration of ten years from the date such Option or Stock Appreciation Right is granted.


 


(d)        
Exercise of Options and Stock Appreciation Rights 


 


Each Option or Stock Appreciation
Right may, to the extent vested and exercisable, be exercised in whole or in part. The partial exercise of an Option or Stock Appreciation
Right shall not cause the expiration, termination or cancellation of the remaining portion thereof. An Option or Stock Appreciation Right
shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation, in the
case of an Option, through net physical settlement or other method of cashless exercise. The Exercise Price of an Option must be paid
in full when the Option is exercised. For the avoidance of doubt, the preceding sentence will not prevent the Exercise Price being paid
from the proceeds pursuant to the prompt sale of Shares acquired upon exercise or the Participant entering into other permissible arrangements,
agreed by the Committee, for procuring payment of the aggregate Exercise Price.


 


(e)        
Payment in Cash or Shares.


 


Upon exercise, a Stock Appreciation
Right may be settled for cash or Shares or a combination of cash and Shares, in the discretion of the Committee, and as described in the
Award Agreement. If a Stock Appreciation Right is settled for cash, the Company shall make a payment to the Participant equal to the excess,
if any, of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Stock Appreciation
Right was exercised. If the Stock Appreciation Right is settled for Shares, the Company shall deliver to the Participant a number of Shares
in the amount equal to the cash payment amount that would have been payable if the Stock Appreciation Right was settled in cash divided
by the Fair Market Value of a Share on the date of exercise, rounded down to the nearest whole number of Shares.


 






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(f)         
Termination of Employment.


 


Subject to the Committee’s
discretion, upon the termination of the Participant’s employment for any reason other than for Cause, (i) the portion of any Time-Based
Option or Time-Based Stock Appreciation Right that has not become vested or exercisable as of the date of such termination shall immediately
lapse and (ii) any Performance-Based Option or Performance-Based Stock Appreciation Right shall vest with respect to the number of Shares
underlying such Award equal to (a) the number of Shares underlying such Award that would have been vested in the Participant for
the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as
of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during such Performance Period
that have elapsed prior to (and including) the date of termination and the denominator of which is the total number of days in such Performance
Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Option or Performance-Based Stock Appreciation
Right that does not vest pursuant to clause (ii) of the preceding sentence shall be immediately forfeited by the Participant as of
the termination and the Participant shall have no further rights with respect thereto. Except as otherwise provided in the Plan or in
the applicable Award Agreement, the portion of any Option or a Stock Appreciation Right that is or becomes vested or exercisable as of
the date of termination of employment will lapse on the first anniversary of the date of termination of employment to the extent not theretofore
exercised. In the event of the termination of the Participant’s employment for Cause, all Shares subject to an Option or a Stock
Appreciation Right, whether then vested or exercisable or not, shall immediately lapse on such termination.


 


		7.	Restricted Stock



 


The Committee may from time
to time grant Time-Based and Performance-Based Restricted Stock, subject to the following terms and conditions:


 


(a)        
Grant of Restricted Stock 


 


At the time of grant, the Committee
shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock granted pursuant to this Section 7. Unless
otherwise determined by the Committee, Time-Based Restricted Stock shall vest with respect to one quarter of the Shares subject to the
Award on each of the first four anniversaries from the date of grant provided the Participant is continuously employed through each such
respective anniversary.


 






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(b)          
Issuance of Restricted Stock; Rights of Participants


 


As soon as practicable after
Restricted Stock has been granted, Restricted Stock shall be transferred to the Participant. Shares of Restricted Stock may be evidenced
in such manner as the Committee shall determine. Except as otherwise determined by the Committee, the Participant will have all rights
of a shareholder with respect to the Shares of Restricted Stock, including the right to vote and, subject to Section 7(c), to receive
dividends or other distributions, except that the Shares may be subject to a vesting schedule and forfeiture and may not be Transferred
until the restrictions are satisfied or lapse. The Committee may enforce any restrictions that the Committee may impose on Restricted
Stock in such manner as the Committee shall determine, including legends, custody accounts or any other restrictions on Transfer.


 


(c)          
Dividends


 


No dividends will be paid to
a Participant with respect to unvested Shares of Restricted Stock. The Committee may provide in its sole discretion that any dividends
declared on the Shares of Restricted Stock before they are vested shall either (i) be reinvested in the form of additional Shares, which
shall be subject to the same vesting provisions that apply to the Shares of Restricted Stock to which they relate, or (ii) be credited
by the Company to an account for the Participant and accumulated with or without interest until the date upon which the Shares of Restricted
Stock to which they relate become vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the
Company without further consideration or any act or action by the Participant. In cases where dividends are reinvested, the number of
additional Shares shall be determined by first (i) multiplying the number of Shares of Restricted Stock subject to an Award on the dividend
payment date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value
of Shares on the dividend payment date, with the number of Shares rounded down to the nearest whole number and the cash balance remaining
being carried forward and added to the dividend amounts (if any) paid on the next occasion. If Shares of Restricted Stock subject to an
Award are forfeited, the additional Shares (or credited cash amounts) that relate to such Restricted Stock shall also be forfeited.


 


(d)          
Termination of Employment.


 


Subject to the Committee’s
discretion, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying
Time-Based Restricted Stock that have not yet become vested as of the date of the Participant’s termination shall be immediately
forfeited by the Participant and the Participant shall have no further rights with respect thereto and (ii) the Performance-Based Restricted
Stock shall vest with respect to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award
that would have been vested in the Participant for the full Performance Period, as determined by the Committee in its sole discretion,
taking into account actual performance results as of the date of termination multiplied by (b) a fraction, the numerator of which
is the number of days during such Performance Period that have elapsed prior to (and including) the date of termination and the denominator
of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a
Performance-Based Restricted Stock that does not vest pursuant to clause (ii) of the preceding sentence shall be immediately forfeited
by the Participant as of the termination and the Participant shall have no further rights with respect thereto. In the event of the termination
of the Participant’s employment for Cause, all unvested Restricted Stock shall be immediately forfeited by the Participant as of
the termination and the Participant shall have no further rights with respect thereto.


 






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		8.	Restricted Stock Units



 


The Committee may from time
to time grant Time-Based and Performance-Based Restricted Stock Units, subject to the following terms and conditions:


 


(a)          
Grant of Restricted Stock Units


 


At the time of grant, the Committee
shall determine, in its discretion, the terms and conditions that will apply to Restricted Stock Units granted pursuant to this Section
8. Unless otherwise determined by the Committee, Time-Based Restricted Stock Units shall vest with respect to one quarter of the Shares
subject to the Award on each of the first four anniversaries from the date of grant provided the Participant is continuously employed
through each such respective anniversary.


 


(b)          
Dividend Equivalents


 


No dividends or dividend equivalents
will be paid to a Participant with respect to unvested Restricted Stock Units. The Committee may in its sole discretion provide for the
payment of dividend equivalents with respect to Restricted Stock Units. If dividend equivalents will be paid, the Company shall credit
the Participant with additional Restricted Stock Units as of each date on which the Company pays a cash dividend on Shares, the number
of which shall be determined by first (i) multiplying the number of Restricted Stock Units subject to an Award on the dividend payment
date by the per-Share dollar amount of the dividend so paid, and then (ii) dividing the resulting amount by the Fair Market Value of Shares
on the dividend payment date. Any additional Restricted Stock Units shall be subject to the same restrictions, including but not limited
to vesting, Transferability and payment restrictions, that apply to the Restricted Stock Units to which they relate. If the Restricted
Stock Units subject to an Award are forfeited, the additional Restricted Stock Units that relate to such Restricted Stock Units shall
also be forfeited.


 


(c)          
Form and Timing of Settlement


 


Payment of earned Restricted
Stock Units shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement, provided
that with respect to any Restricted Stock Units subject to Section 409A of the Code, such payment will occur in a manner that would not
cause any tax to become due under Section 409A of the Code. Restricted Stock Units may be settled for cash, Shares, or a combination of
both, as determined by the Committee and set forth in the Award Agreement. The Committee may permit Participants to request the deferral
of payment of vested Restricted Stock Units (including the value of related dividend equivalents, if any) to a date later than the payment
date specified in the Award Agreement, provided that with respect to any Restricted Stock Units subject to Section 409A of the
Code such deferral will be made in a manner that would not cause any tax to become due under Section 409A of the Code.


 






    11 


     


    

 


(d)          
Termination of Employment.


 


Subject to the Committee’s
discretion, upon the termination of the Participant’s employment for any reason other than for Cause, (i) all Shares underlying
Time-Based Restricted Stock Units that have not yet become vested as of the date of the Participant’s termination shall be immediately
forfeited by the Participant and (ii) the Performance-Based Restricted Stock Units shall vest and be settled in cash or Shares with respect
to the number of Shares underlying such Award equal to (a) the number of Shares underlying such Award that would have been delivered
to the Participant for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual
performance results as of the date of termination multiplied by (b) a fraction, the numerator of which is the number of days during
such Performance Period that have elapsed prior to (and including) the date of termination and the denominator of which is the total number
of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion of a Performance-Based Restricted
Stock Units Award that does not vest pursuant to clause (ii) of the preceding sentence shall be immediately forfeited by the Participant
as of the termination and the Participant shall have no further rights with respect thereto. In the event of the termination of the Participant’s
employment for Cause, all Restricted Stock Units shall be immediately forfeited by the Participant as of the termination and the Participant
shall have no further rights with respect thereto.


 


		9.	Cash Incentive Awards



 


The Committee may from time
to time grant Cash Incentive Awards. At the time of grant, the Committee shall determine, in its discretion, the terms and conditions
that will apply to Cash Incentive Awards granted pursuant to this Section 9. Cash Incentive Awards may be settled in cash or in other
property, including Shares, as determined by the Committee at the time of grant. Unless otherwise determined by the Committee, all Cash
Incentive Awards shall be granted upon satisfaction of applicable performance conditions and shall be deferred for at least two years,
subject to continued service of the Participant. If during such deferral period the Company restates its financial results based on which
the Cash Incentive Award was computed, the Participant shall forfeit the excess of the amount of the Cash Incentive Award over what he
or she would have received based on the restated financial results. Upon the termination of the Participant’s employment for any
reason other than for Cause, the Cash Incentive Award held by the Participant shall become vested in full and payable within 30 days after
the termination of the Participant’s employment, except (i) if the Participant is subject to U.S. taxation and the Cash Incentive
Award is subject to Section 409A of the Code, the payment of the Cash Incentive Award shall not be accelerated and (ii) if the Committee,
in its sole discretion, reasonably believes that there is more than minimal risk of a restatement of the Company’s financial results
during the original deferral period, the Cash Incentive Award shall be treated as if the Participant remained employed through the original
payment date set forth in the Award. In the event of the termination of the Participant’s employment for Cause, all outstanding
Cash Incentive Awards shall be forfeited by the Participant and the Participant shall have no further rights with respect thereto.


 


		10.	Other Stock Based Awards



 


The Committee may grant Other
Stock Based Awards not otherwise described herein in such amounts and subject to such terms and conditions as the Committee shall determine.
Without limiting the generality of the preceding sentence, each such Other Stock Based Award may (i) involve the transfer of Shares to
Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, (ii)
be Time-Based or Performance-Based and (iii) be in the form of Stock Appreciation Rights, phantom stock, Restricted Stock, Restricted
Stock Units, performance shares, deferred share units or share-denominated performance units; provided that each Other Stock Based
Award shall be denominated in, or shall have a value determined by reference to, a number of Shares that is specified at the time of the
grant of such award. The applicable Award Agreement shall specify the consequences, if any, on the Award of the Participant’s termination
of employment; provided that in the event of the termination of the Participant’s employment for Cause, all outstanding Other
Stock Based Awards shall be immediately forfeited by the Participant and the Participant shall have no further rights with respect thereto.


 






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		11.	Performance-Based Awards



 


(a)          
Performance Targets, Target Awards and Performance Schedules


 


The Committee may establish
for any Award (a) a Performance Period, (b) Performance Targets for such Performance Period, (c) Target Awards for each Participant, and
(d) Performance Schedules for such Performance Period. The Performance Targets may be with respect to corporate performance, operating
group or subgroup performance, individual company performance, other group or individual performance, or division performance.


 


(b)          
Performance Measures


 


The Performance Targets upon
which the payment or vesting of any Performance-Based Award depends shall relate to one or more Performance Measures, including without
limitation: (i) net income or operating net income (before or after taxes, interest, depreciation, amortization, and/or nonrecurring/unusual
items); (ii) return on assets, return on capital, return on equity, return on economic capital, return on other measures of capital, return
on sales or other financial criteria; (iii) revenue or net sales; (iv) gross profit or operating gross profit; (v) cash flow; (vi) productivity
or efficiency ratios; (vii) share price or total shareholder return; (viii) earnings per share; (ix) budget and expense management; (x)
customer and product measures, including market share, high value client growth, and customer growth; (xi) working capital turnover and
targets; (xii) margins; and (xiii) economic value added or other value added measurements, in any such case (x) considered absolutely
or relative to historic performance or relative to one or more other businesses and (y) determined for the Company or any business unit
or division thereof.


 


The measurement of any Performance
Measure(s) may exclude the impact of charges for restructurings, discontinued operations, unusual or non-recurring items, fluctuations
in currency exchange rates and the cumulative effects of accounting changes, or such other factors as the Committee, in its sole discretion,
deems appropriate .


 


Each Performance Measure may
be expressed on an absolute and/or relative basis and may be used to measure the performance of any Participant or group of Participants,
or Luxfer, the Company or a Subsidiary as a whole or any business unit of Luxfer or any Subsidiary or any combination thereof, as the
Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies,
or a published or special index that the Committee, in its sole discretion, deems appropriate. 


 



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(c)        
Payout 


 


Except as otherwise provided
in the Plan, no distribution shall be made under this Plan until after the Committee has determined the attainment of the Performance
Targets and the amount to be paid to each Participant.


 


		12.	Adjustment upon Certain Changes



 


(a)          
Adjustment of Shares


 


If the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification
or similar change in the capital structure of Luxfer, without fair market value consideration, or an extraordinary cash dividend or distribution
is made, then (i) the number of Shares available for Awards under the Plan set forth in Section 3, (ii) the Exercise Prices
of and number of Shares subject to outstanding Options and Stock Appreciation Rights, and (iii) the nominal value per Share, if applicable,
and the number of Shares subject to other outstanding Awards, may be proportionately adjusted, subject to any required action by the Board
or the shareholders of the Company and in compliance with applicable securities laws and, to the extent applicable, Section 409A of the
Code. In addition, except insofar as the Board (on behalf of Luxfer) agrees to capitalize Luxfer’s reserves and apply the same in
paying up any difference between the Exercise Price (or any amount payable per Share in relation to an Award) and the nominal value of
the Shares, the Exercise Price (or other amount payable per Share in relation to an Award) of any Award over Shares that are to be newly
issued by Luxfer in satisfaction of the Award shall not be reduced below a Share’s nominal value.


 


(b)          
Certain Mergers


 


Subject to any required action
by the shareholders of Luxfer, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar
transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation,
the Committee may, to the extent deemed appropriate by the Committee, adjust each Award outstanding on the date of such merger or consolidation
so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in
such merger or consolidation.


 


(c)          
Certain Other
Transactions


 


In the event of (i) a dissolution
or liquidation of Luxfer, (ii) a sale of all or substantially all of Luxfer’s assets (on a consolidated basis), (iii) a merger,
consolidation or similar transaction involving Luxfer in which Luxfer is not the surviving corporation or (iv) a merger, consolidation
or similar transaction involving Luxfer in which Luxfer is the surviving corporation but the holders of Shares receive securities of another
corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:


 


(i)       cancel,
effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration
of such cancellation, pay to the Participant to whom such Award was granted an amount in cash, for each Share subject to such Award equal
to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding
Option or Stock Appreciation Right, such value shall be equal to the excess of (A) the value, as determined by the Committee in its reasonable
discretion, of the property (including cash) received by the holder of a Share as a result of such event over (B) the Exercise Price of
such Option or Stock Appreciation Right (which value may be zero); or


 






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(ii)       provide
for the exchange of each Award (whether or not then exercisable or vested) for an award with respect to, as appropriate, some or all of
the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto,
make an equitable adjustment as determined by the Committee in its reasonable discretion in the Exercise Price of the Award, or the number
of Shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award
was granted in partial consideration for the exchange of the Award.


 


(d)           Notice


 


The Company shall give each
Participant notice of an adjustment, substitution, cancellation or other action hereunder and, upon notice, such adjustment, substitution,
cancellation or other action shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the Committee may, in its
discretion, decline to take action under this Section 12 with respect to any Award if the Committee determines that such action would
violate (or cause the Award to violate) applicable law or result in adverse tax consequences to the Participant or to the Company.


 


(e)           Changes
to Awards Subject to Performance Conditions


 


In the event of any transaction
or event described in this Section 12, the Committee may, in its sole discretion, make such adjustments in any Performance Schedule, Performance
Targets or Target Award, and in such other terms of any Award, as the Committee may consider appropriate in respect of such transaction
or event.


 


(f)           
No Repricing


 


Notwithstanding any provision
of the Plan to the contrary, in no event shall (i) any repricing (within the meaning of U.S. generally accepted accounting principles
or any applicable stock exchange rule) of Awards granted under the Plan be permitted at any time under any circumstances or (ii) any
new Awards be granted in substitution for outstanding Awards previously granted to Participants if such action would be considered a repricing
(within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule).


 


(g)          
No Other Rights


 


Except as expressly provided
in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment
of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation
of Luxfer or any other corporation. Except as expressly provided in the Plan, no issuance by Luxfer of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number of Shares or amount of other property subject to, or the terms related to, any Award.


 






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(h)          
Savings Clause


 


No provision of this Section
12 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.


 


		13.	Rights under the Plan



 


No Person shall have any rights
as a shareholder with respect to any Shares covered by or relating to any Award granted pursuant to the Plan until the date of the transfer
or delivery of Shares. Except as otherwise expressly provided in Section 12, no adjustment of any Award shall be made for dividends or
other rights for which the record date occurs prior to the date such Shares are transferred or delivered. Nothing in this Section 13 is
intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that
would be payable with respect to any Share if it were transferred or delivered or outstanding, or from granting rights related to such
dividends; provided, however, that no dividends or dividend equivalents will be paid to a Participant with respect to unvested
Awards.


 


The Company may, but shall
not have any obligation to, establish any separate fund or trust or other segregation of assets to provide for the satisfaction of Awards
under the Plan.


 


		14.	No Special Employment Rights; No Right to Award



 


Nothing contained in the Plan
or any Award Agreement shall confer upon any Participant any right with respect to the continuation of his or her employment by or service
to the Company or interfere in any way with the right of the Company at any time to terminate such employment or service or to increase
or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.


 


No Person shall have any claim
or right to receive an Award hereunder. The Committee’s granting of an Award to a Participant at any time shall neither require
the Committee to grant an Award to such Participant or any other Participant or other Person at any time nor preclude the Committee from
making subsequent grants to such Participant or any other Participant or other Person.


 


		15.	Securities Matters



 


The Company shall be under
no obligation to effect the registration pursuant to the Securities Act or any federal, state or non-U.S. securities laws of any Shares
to be transferred or delivered hereunder or to effect similar compliance under any state laws. Notwithstanding anything in the Plan to
the contrary, the Company shall not be obligated to cause to be transferred or delivered any Shares pursuant to the Plan unless and until
the Company is advised by its counsel that the transfer and delivery of Shares is in compliance with all applicable laws, regulations
of governmental authority and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a
condition to the transfer and delivery of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants,
agreements and representations, and that certificates, if any, evidencing such Shares, bear such legends, as the Committee deems necessary
or desirable.


 






    16 


     


    

 


The exercise of any Option
or Stock Appreciation Right that is settled in Shares granted hereunder shall only be effective at such time as counsel to the Company
shall have determined that the transfer or delivery of Shares pursuant to such exercise is in compliance with all applicable laws and
regulations and the requirements of any securities exchange on which Shares are traded. The Company may, in its sole discretion, defer
the effectiveness of an exercise of an Award hereunder or the delivery or transfer of Shares pursuant to any Award pending or to ensure
compliance under federal, state, or non-U.S. securities laws and the requirements of any securities exchange on which Shares are traded.
The Company shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an Award or the delivery
or transfer of Shares pursuant to any Award. During the period that the effectiveness of the exercise of an Award has been deferred, the
Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.


 


The issue or transfer of any
Shares under the Plan shall be subject to Luxfer’s Articles of Association and to any necessary consents of any governmental or
other authorities (in any jurisdiction) under any enactments or regulations from time to time in force. The Participant shall comply with
any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.


 


		16.	Withholding Taxes



 


(a)          
Payment of Taxes


 


Participants shall be solely
responsible for any applicable taxes imposed on the Participant by applicable law (including without limitation income, social security
and excise taxes but excluding any taxes imposed in connection with the issuance of Shares) and penalties, and any interest that accrues
thereon, which they incur in connection with the receipt, vesting, settlement or exercise of any Award. Notwithstanding any provision
of the Plan to the contrary, in no event shall the Company or the Committee be liable to a Participant on account of an Award’s
failure to (i) qualify for favorable U.S. or non-U.S. tax treatment or (ii) avoid adverse tax treatment under U.S. or non-U.S.
law, including, without limitation, under Section 409A of the Code.


 


(b)          
Cash Remittance


 


Whenever Shares are to be transferred
or delivered upon the exercise, grant or vesting of an Award, and whenever any cash amount shall become payable in respect of any Award,
the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state,
local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant, vesting or payment prior to the delivery
of Shares or recordation by the Company of the Participant or his or her nominee as the owner of such Shares or the effectiveness of the
lapse of such restrictions or making of such payment. In addition, upon the exercise or settlement of any Award in cash, or any payment
(including in Shares) with respect to any Award, the Company shall have the right to withhold from any payment required to be made pursuant
thereto an amount sufficient to satisfy the federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to
such exercise, settlement or payment.


 






    17 


     


    

 


(c)          
Share Remittance


 


At the election of the Participant,
subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award,
the Participant may tender to the Company a number of Shares that have been owned by the Participant for at least six months (or such
other period as the Committee may determine) having a Fair Market Value at the tender date determined by the Committee to be sufficient
to satisfy the minimum federal, state, local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant
or vesting, but not greater than the minimum withholding obligations. Such election shall satisfy the Participant’s obligations
under Section 16(a) hereof, if any.


 


(d)          
Share Withholding


 


At the election of the Participant,
subject to the approval of the Committee, when Shares are to be transferred or delivered upon the exercise, grant or vesting of an Award,
the Company shall withhold a number of such Shares determined by the Committee to be sufficient to satisfy the minimum federal, state,
local and/or non-U.S. withholding tax requirements, if any, attributable to such exercise, grant or vesting, but not greater than the
minimum withholding obligations. Such election shall satisfy the Participant’s obligations under Section 16(a) hereof, if any.


 


		17.	Amendment or Termination of the Plan



 


(a)        
The Board may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided,
however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval in order
for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding
sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof,
which discretion may be exercised without amendment to the Plan. No provision of this Section 17 shall be given effect to the extent that
such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder
may, without the consent of a Participant, reduce the Participant’s rights under any previously granted and outstanding Award. Nothing
in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.


 


(b)        
The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its
sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code; provided, however,
that (i) no such amendment or modification shall be made without the Participant’s written consent if such amendment or modification
would violate the terms and conditions of any other agreement between the Participant and the Company and (ii) unless the Committee
determines otherwise, any such amendment or modification of an Award made pursuant to this Section 17(b) shall maintain, to the maximum
extent practicable, the original intent of the applicable Award provision without contravening the provisions of Section 409A of
the Code. The amendment or modification of any Award pursuant to this Section 17(b) shall be at the Committee’s sole discretion
and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax
or other consequences to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such
amendments or modifications for purposes of complying with Section 409A of the Code or for any other purpose. To the extent the Committee
amends or modifies an Award pursuant to this Section 17(b), the Participant shall receive notification of any such changes to his
or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend the terms
and conditions of the Award and the applicable Award Agreement.


 






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		18.	Transfers upon Death



 


Upon the death of a Participant,
to the extent provided in the applicable Award Agreement, (i) any outstanding Options and Stock Appreciation Rights granted to such Participant
may be exercised only by the Beneficiary and (ii) any Award granted to such Participant may only be Transferred to the Beneficiary. The
Beneficiary, as a condition of such exercise or Transfer, as the case may be, shall be bound in all respects by the provisions of the
Plan and the applicable Award Agreement as if the Beneficiary were an original party thereto and by the acknowledgements made by the Participant
in connection with the grant of the Award and all references in the Plan and the applicable Award Agreement to the Participant shall be
deemed to refer to such Beneficiary. Any attempt to Transfer an Award in violation of the Plan shall render such Award null and void.


 


		19.	Change in Control



 


(a)          
Treatment of the Awards


 


Upon a Change in Control,


 


(i)          
each outstanding Time-Based Award shall become fully vested and (a) with respect to Options and Stock Appreciation Rights,
exercisable or (b) with respect to all other Awards hereunder, settled in cash or Shares, as applicable, and all restrictions thereon
shall lapse, and except as otherwise provided in the Plan or in the applicable Award Agreement or as otherwise communicated to the Participants
by the Committee in connection with the Change in Control, an Option or a Stock Appreciation Right shall lapse on the first anniversary
of the Change in Control to the extent not theretofore exercised.


 


(ii)          each outstanding Performance-Based Award shall become vested and exercisable and/or settled in cash or Shares, as applicable,
and the restrictions thereon shall lapse, in each case, with respect to the number of Shares underlying such Award or the amount of cash
that is equal to (x) the number of Shares underlying such Award or cash amount under an Award that would have been vested in or delivered
to the Participant, as applicable, for the full Performance Period, as determined by the Committee in its sole discretion, taking into
account actual performance results as of the date of a Change in Control multiplied by (y) a fraction, the numerator of which is
the number of days during such Performance Period that have elapsed prior to (and including) the date of the Change in Control and the
denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares. Any portion
of a Performance-Based Award that does not vest pursuant to this clause (ii) shall be forfeited or lapse, as applicable, as of the
date of the Change in Control and the Participant shall have no further rights with respect thereto.


 






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(b)        
409A Savings Clause


 


Notwithstanding the foregoing
and for the purposes of timing of payment, distribution or settlement only, a Change in Control shall not be deemed to occur under this
Section 19 of the Plan with respect to any Award that constitutes “non-qualified deferred compensation” within the meaning
of Section 409A of the Code and is granted to a Participant subject to U.S. taxation, unless the events that have occurred would
also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of
the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor thereto.


 


(c)        
280G Cutback


 


In the event that it shall be
determined by the Committee that any benefit provided or payment made by the Company to or for the benefit of the Participant, whether
paid or payable or distributed or distributable pursuant to the terms of the Plan or any other agreement, plan, program, arrangement or
otherwise (“Parachute Payments”), would subject the Participant to an obligation to pay an excise tax imposed by Section
4999 of the Code or any interest or penalties related to such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the “Excise Tax”), the amount of Parachute Payments payable to such Participant
shall be reduced in the manner determined by the Committee, to the extent and only to the extent that such reduction would result in a
greater after-tax benefit for such Participant than if the Parachute Payments were not reduced; provided, however, that
in no event shall such reduction be effected through a delay in the timing of any Parachute Payment that is subject to Section 409A of
the Code (or that would become subject to 409A of the Code as a result of such delay).


 


		20.	Fractional Shares



 


The Company shall not be required
to issue any fractional Shares pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement
thereof in cash.


 


		21.	Nominal Value



 


If determined by the Committee,
the vesting/exercise of an Award over Shares and the issue of Shares pursuant to the Award will be subject to the payment of the aggregate
nominal value of the underlying Shares by the Participant. Any cash payment to be made to a Participant pursuant to Section 12(c)(i) of
the Plan in consideration of the cancellation of an Award, or an award that is provided in exchange for an Award pursuant to Section 12(c)(ii)
of the Plan, shall where appropriate and if determined by the Committee, take account of the nominal value of the Shares subject to the
Award.


 






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		22.	Data Protection



 


Any agreements and consents
in respect of any personal data of a Participant shall be as set forth in the applicable Award Agreement.


 


		23.	Service of Documents



 


(a)        
Except as otherwise provided in the Plan, any written notice or document to be given by, or on behalf of, the Company or
any administrator of the Plan to a Participant in accordance or in connection with the Plan may be given by hand or sent by pre-paid first
class mail (airmail if overseas), facsimile transmission or email to the Participant's home or work address, facsimile number or email
address last known to the Company to be the Participant’s address, facsimile number or email address. Subject to clause (d) of this
Section 23 any notice or document given in accordance with this Section 23 shall be deemed to have been given: (i) upon delivery, if delivered
by hand; (ii) after 24 hours, if sent by mail; (iii) after 4 hours, if sent by facsimile transmission; and (iv) at the time of transmission,
if sent by email except that a notice or document shall not be duly given by email unless that Person is known by his employer company
to have personal access during his normal business hours to information sent to him by email.


 


(b)        
Any notice or document so sent to a Participant shall be deemed to have been duly given notwithstanding that such Person
is then deceased (and whether or not the Company has notice of his death) except where his or her personal representatives have supplied
an alternative address to which documents are to be sent to the Company.


 


(c)        
Any written notice or document to be submitted or given to the Company or any administrator of the Plan in accordance or
in connection with the Plan may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or
email but shall not in any event be duly given unless it is actually received by the Secretary of the Company or such other individual
as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the
Participant.


 


(d)        
For the purposes of the Plan, an email shall be treated as not having been duly sent or received if the recipient of such
email notifies the sender that it has not been opened because it contains or is accompanied by a warning or caution that it could contain
or be subject to, a virus or other computer program which could alter, damage or interfere with any computer software or email.


 


		24.	Third Party Rights



 


Except as otherwise expressly
stated to the contrary, neither the Plan nor the making of any Award shall have the effect of giving any third party any rights under
the Plan pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise and that Act shall not apply to the Plan or to the
terms of any Award under it.


 






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		25.	Governing Law



 


(a)           This
Plan and any Award shall be governed by, and construed in accordance with, English law.


 


(b)           Any
Person or Persons referred to in the Plan shall:


 


(i) submit to the exclusive
jurisdiction of the English courts as regards to any claim, legal action, dispute, difference or proceedings concerning an Award or any
matter arising from, or in relation to, the Plan;


 


(ii)        waive
personal service of any proceedings;


 


(iii)       agree
that service on him, her or it of proceedings may be effected by registered mail to his, her or its address for service of notices under
the Plan; and


 


(iv)      waive
any objection to proceedings taking place in the English courts on the grounds of venue or that proceedings have been brought in an inconvenient
forum.


 






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