Exhibit 10.17


 





	
        CLARIVATE ANALYTICS PLC

        2019
        INCENTIVE AWARD PLAN

          








 


ARTICLE
I.

BACKGROUND AND Purpose 


 


This Plan is adopted
by the Company in connection with the anticipated consummation of the Business Combination and the assumption by the Company pursuant
to the Business Combination of outstanding awards previously granted to employees and other service providers under the Prior Plan
(the “Assumed Awards”).


 


This Plan is intended
to constitute an amendment and restatement and continuation of the Prior Plan, such that from and after the assumption of the Assumed
Awards by the Company in the Business Combination, the Assumed Awards shall be deemed granted under and governed by this Plan,
it being understood that the adoption of this Plan is not intended to modify the terms and conditions of any Assumed Awards. In
connection with the Business Combination, the Assumed Awards are being adjusted as required under the terms of the Prior Plan,
as set forth in a written notice provided or to be provided to each applicable Participant, and the terms and conditions of such
Assumed Awards shall otherwise continue to be as set forth in the applicable Award Agreements covering each of the Assumed Awards.


 


The Plan’s purpose
is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing these individuals with equity ownership opportunities. In addition to the Assumed Awards,
from and after the time of the Business Combination, the Company intends to use this Plan to grant new Awards to eligible Service
Providers from time to time, subject to and in accordance with the terms and conditions described herein. Capitalized terms used
in the Plan are defined in Article XI.


 


ARTICLE
II.

Eligibility


 


Service Providers are
eligible to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE
III.

Administration and Delegation 


 


3.1           Administration.
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards,
grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also
has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and
to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct
defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will
be final and binding on all persons having or claiming any interest in the Plan or any Award.


 


3.2           Appointment
of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one
or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself
any previously delegated authority at any time.


 




     


     


    

 


ARTICLE
IV.

SHARES Available for Awards


 


4.1           Number
of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the
Plan covering up to the Overall Share Limit. For the avoidance of doubt, the Assumed Awards shall count against the Overall Share
Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury
Shares.


 


4.2           Share
Recycling. If all or any part of an Award (including an Assumed Award) expires, lapses or is terminated, exchanged for cash,
surrendered, repurchased, redeemed, canceled without having been fully exercised or forfeited, in any case, in a manner that results
in the Company acquiring Shares covered by the Award (including an Assumed Award) at a price not greater than the price (as adjusted
to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award (including
an Assumed Award), the unused Shares covered by the Award (including an Assumed Award) will, as applicable, become or again be
available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company
by a Participant to satisfy the applicable exercise or purchase price of an Award (including an Assumed Award) and/or to satisfy
any applicable tax withholding obligation (including Shares retained by the Company from the Award (including an Assumed Award)
being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants
under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards (including Assumed Awards)
shall not count against the Overall Share Limit.


 


4.3           Incentive
Option Limitations. Notwithstanding anything to the contrary herein, no more than 60,000,000 Shares may be issued pursuant
to the exercise of Incentive Options.


 


4.4           Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of
an entity’s property or shares, the Administrator may grant Awards in substitution for any options or other share or share-based
awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms
as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards (other than the Assumed
Awards) will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award (other than the Assumed
Awards) be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise
of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of
Incentive Options under the Plan. Additionally, except with respect to the Prior Plan, in the event that a company acquired by
the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan
approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant
to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or
valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares
of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares
authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under
the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants
could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to
individuals who were not Employees or Directors prior to such acquisition or combination.


 




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ARTICLE
V.

Options and SHARE Appreciation Rights


 


5.1           General.
The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including
any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each
Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Right and the conditions and limitations
applicable to the exercise of each Option and Share Appreciation Right. A Share Appreciation Right will entitle the Participant
(or other person entitled to exercise the Share Appreciation Right) to receive from the Company upon exercise of the exercisable
portion of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one
Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect
to which the Share Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose
and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide
in the Award Agreement.


 


5.2           Exercise
Price. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify
the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the original
grant date of the Option or Share Appreciation Right.


 


5.3           Duration.
Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that
the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing and unless determined
otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other
than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Law, as determined
by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy
(including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the
Company, the term of the Option or Share Appreciation Right shall be extended until the date that is thirty (30) days after the
end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event
shall the extension last beyond the ten year term of the applicable Option or Share Appreciation Right. Notwithstanding the foregoing,
if the Participant, prior to the end of the term of an Option or Share Appreciation Right, violates the non-competition, non-solicitation,
confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure
agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and
the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall terminate
immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the end of the term of an Option
or Share Appreciation Right, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s
Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service
is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees
to exercise any Option or Share Appreciation Right issued to the Participant shall be suspended from the time of the delivery of
such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as
a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s
Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the
Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant will terminate immediately
upon the effective date of such termination of Service).


 




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5.4          Exercise.
Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the
Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation
Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the
Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines,
an Option or Share Appreciation Right may not be exercised for a fraction of a Share.


 


5.5          Payment
Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:


 


(a)          cash,
wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)          if
there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically
to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to
deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company
of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company
cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required
by the Administrator;


 


(c)          to
the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their Fair Market Value;


 


(d)          to
the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair
Market Value on the exercise date;


 


(e)          to
the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines
is good and valuable consideration; or


 


(f)           to
the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 


ARTICLE
VI.

Restricted SHARES; Restricted SHARE Units


 


6.1           General.
The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to
the Company’s right to repurchase or redeem all or part of such shares at their issue price or other stated or formula price
from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement
are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award.
In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture
conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine
and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject
to the conditions and limitations contained in the Plan.


 




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6.2          Restricted
Shares.


 


(a)          Dividends.
Participants holding shares of Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares,
unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if
any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Shares of property other
than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability
as the shares of Restricted Shares with respect to which they were paid.


 


(b)          Share
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any share certificates
issued in respect of shares of Restricted Shares, together with a stock power endorsed in blank.


 


6.3          Restricted
Share Units.


 


(a)          Settlement.
The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after
the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a
manner intended to comply with Section 409A.


 


(b)          Shareholder
Rights. A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless
and until the Shares are delivered in settlement of the Restricted Share Unit.


 


(c)          Dividend
Equivalents. If the Administrator provides, a grant of Restricted Share Units may provide a Participant with the right to receive
Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash
or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Share Units with respect
to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.


 


ARTICLE
VII.

Other SHARE or Cash Based Awards


 


Other Share or Cash
Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future
and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise),
in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based Awards will also be available
as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant
is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines.
Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share or Cash Based
Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions,
and vesting conditions, which will be set forth in the applicable Award Agreement.


 




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ARTICLE
VIII.

Adjustments for Changes in SHARES

and Certain Other Events


 


8.1          Equity
Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which
may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price
or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments
provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company;
provided that the Administrator will determine whether an adjustment is equitable.


 


8.2          Corporate
Transactions. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or
other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, redemption, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale
or exchange of Shares or other securities of the Company, change in control, issuance of warrants or other rights to purchase Shares
or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or
event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator,
on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence
of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made
within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby
authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate
in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available
under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z)
give effect to such changes in Applicable Laws or accounting principles:


 


(a)          To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to
the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of
the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have
been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights,
in any case, is equal to or less than zero, then the Award may be terminated without payment;


 


(b)          To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;


 


(c)          To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the
Administrator;


 


(d)          To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect
to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV
hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the vesting
terms or grant or exercise price), and the Performance Criteria and other criteria included in, outstanding Awards;


 




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(e)          To
replace such Award with other rights or property selected by the Administrator; and/or


 


(f)           To
provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3          Administrative
Stand Still. In the event of any pending share dividend, share split, combination or exchange of shares, merger, consolidation
or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other extraordinary transaction
or change affecting the Shares or the share price of Shares, including any Equity Restructuring or any securities offering or other
similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to
sixty days before or after such transaction.


 


8.4          General.
Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights
due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares
of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance
by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will
be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the
Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or
power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or
(iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible
into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this
Article VIII.


 


ARTICLE
IX.

General Provisions Applicable to Awards


 


9.1          Transferability.
Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options,
Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations
order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the
extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically
approves.


 


9.2          Documentation.
Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award
may contain terms and conditions in addition to those set forth in the Plan.


 


9.3          Discretion.
Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms
of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions
thereof) uniformly.


 




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9.4           Termination
of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other
change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period
during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may
exercise rights under the Award, if applicable.


 


9.5           Withholding.
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by
law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The
Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or
such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of
any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods),
Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable
to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment
forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including
Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market
for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically
to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to
deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company
cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may
be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms
approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding
sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for
Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable
to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to
remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan
will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to
complete the transactions described in this sentence.


 


9.6           Amendment
of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another
Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Option to a Non-Qualified
Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related
action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary,
the Administrator may, without the approval of the shareholders of the Company, reduce the exercise price per share of outstanding
Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards
or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the
original Options or Share Appreciation Rights.


 




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9.7           Conditions
on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares
previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant
has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate
to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction,
which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of
any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.


 


9.8           Acceleration.
The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free
of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9           Additional
Terms of Incentive Options. The Administrator may grant Incentive Options only to employees of the Company, any of its present
or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other
entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to
a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant
date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers of Shares acquired under the Option made within (i) two years from the grant date of the Option
or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer
and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition
or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive
Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive
Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for
any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.


 


ARTICLE
X.

Miscellaneous


 


10.1         No
Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award
will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from
any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.


 


10.2         No
Rights as Shareholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any
rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the
Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and
instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).
The Company may place legends on share certificates issued under the Plan that the Administrator deems necessary or appropriate
to comply with Applicable Laws.


 


10.3         Effective
Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the day that it is adopted
by the Board and will remain in effect until the tenth anniversary of such date, but Awards previously granted may extend beyond
that date in accordance with the Plan.


 




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10.4        Amendment
of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an
increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s
termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and
the Award Agreement, as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan
amendment to the extent necessary to comply with Applicable Laws.


 


10.5        Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed
outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6        Section 409A.


 


(a)          General.
The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax
consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures,
or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate
to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award
from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other
interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties
as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6
or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability
to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute
noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.


 


(b)          Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment
or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary
to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within
the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the
Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments
or benefits, references to a “termination,” “termination of employment” or like terms means a “separation
from service.”


 


(c)          Payments
to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified
deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid
taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation
from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the
Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without
interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following
the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled
to be made.


 




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10.7         Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee
or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other
person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not
be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an
Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold
harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or
delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising
from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.


 


10.8         Lock-Up
Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the
offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date
of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9         Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The
Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s
name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality;
job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer
the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data
amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company
and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration
and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country
may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant
authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer
and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party
with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as
long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at
any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and
processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or
refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative.
The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the
Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9.
For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources
representative.


 




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10.10       Severability.
If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity
will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions
had been excluded, and the illegal or invalid action will be null and void.


 


10.11       Governing
Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant
and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that a specific provision of the Plan will not apply or that such Award Agreement
or other written agreement will control over the terms of the Plan.


 


10.12       Governing
Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding
any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.


 


10.13       Claw-back
Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives
upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company
claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform
and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award
Agreement.


 


10.14       Titles
and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s
text, rather than such titles or headings, will control.


 


10.15       Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws.
Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable
Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to
Applicable Laws.


 


10.16       Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided
in writing in such other plan or an agreement thereunder.


 


10.17       Broker-Assisted
Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under
or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares
to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable;
(b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average
price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting
an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the
Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees
are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient
to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the
Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 




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ARTICLE
XI.

Definitions


 


As used in the Plan,
the following words and phrases will have the following meanings:


 


11.1         “Administrator”
means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such
Committee.


 


11.2         “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state
securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system
on which the Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards
are granted.


 


11.3         “Award”
means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted
Share Units or Other Shares or Cash Based Awards.


 


11.4         “Award
Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions
as the Administrator determines, consistent with and subject to the terms and conditions of the Plan. For the avoidance of doubt,
award agreements previously entered into with respect to Assumed Awards shall constitute Award Agreements for all purposes hereunder.


 


11.5         “Board”
means the Board of Directors of the Company.


 


11.6         “Business
Combination” means the transactions contemplated by that certain Agreement and Plan of Merger dated as of January
14, 2019 by and among the Company, Churchill Capital Corp, Camelot Holdings (Jersey) Limited, CCC Merger Sub, Inc. and Camelot
Merger Sub (Jersey) Limited.


 


11.7         “Cause”
means, with respect to a Participant, “Cause” (or any term of similar effect) as defined in such Participant’s
employment agreement with the Company if such an agreement exists and contains a definition of Cause (or term of similar effect),
or, if no such agreement exists or such agreement does not contain a definition of Cause (or term of similar effect), then Cause
shall include, but not be limited to: (i) the Participant’s unauthorized use or disclosure of confidential information or
trade secrets of the Company or any material breach of a written agreement between the Participant and the Company, including without
limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) the Participant’s
commission of, indictment for or the entry of a plea of guilty or nolo contendere by the Participant to, a felony under
the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in
any jurisdiction outside the United States); (iii) the Participant’s negligence or willful misconduct in the performance
of the Participant’s duties or the Participant’s willful or repeated failure or refusal to substantially perform assigned
duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by the Participant against the Company;
or (v) any acts, omissions or statements by a Participant which the Company determines to be materially detrimental or damaging
to the reputation, operations, prospects or business relations of the Company.


 


11.8         “Code”
means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.9         “Committee”
means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers,
to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each
member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3,
a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify
as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee
that is otherwise validly granted under the Plan.


 




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11.10       
“Company” means Clarivate Analytics PLC, a public limited company organized under the laws of the Island
of Jersey, or any successor.


 


11.11       
“Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary
to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders
services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly
promote or maintain a market for the Company’s securities; and (iii) is a natural person.


 


11.12       “Designated
Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines,
to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s
effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.13       “Director”
means a Board member.


 


11.14       “Disability”
means a permanent and total disability under Section 22(e)(3) of the Code, as amended.


 


11.15       “Dividend
Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares)
of dividends paid on Shares.


 


11.16       “Employee”
means any employee of the Company or its Subsidiaries.


 


11.17       “Equity
Restructuring” means a nonreciprocal transaction between the Company and its shareholders, such as a share dividend,
share split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares
(or other Company securities) or the share price of the Shares (or other Company securities) and causes a change in the per share
value of the Shares underlying outstanding Awards.


 


11.18       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


11.19       “Fair
Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares are listed
on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange
for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported
in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on a stock
exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred
on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or
another source the Administrator deems reliable; or (iii) without an established market for the Shares, the Administrator will
determine the Fair Market Value in its discretion.


 




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11.20       “Good
Reason” shall have the meaning set forth in the Participant’s employment, service, severance or other similar
contract or agreement with the Company or its applicable subsidiary, or, if there is no such agreement or contract containing a
definition of Good Reason for an applicable Participant, Participant’s resignation will be for “Good Reason”
if Participant resigns within ninety days after any of the following events, unless Participant consents to the applicable event:
(i) a decrease in Participant’s annual base salary, other than a reduction in annual base salary of less than 10% that
is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the
Company, or (ii) a material decrease in Participant’s authority or areas of responsibility as are commensurate with Participant’s
then-current title or position (other than in connection with a corporate transaction where Participant continues to hold such
position with respect to the Company’s business, substantially as such business exists prior to the date of consummation
of such corporate transaction, but does not hold such position with respect to the successor corporation). Notwithstanding the
foregoing, no Good Reason will have occurred unless and until Participant has: (a) provided the Company, within 60 days of Participant’s
knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written-notice stating with specificity
the applicable facts and circumstances underlying such finding of Good Reason; and (b) provided the Company with an opportunity
to cure the same within 30 days after the receipt of such notice.


 


11.21       “Greater
Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 


11.22       “Incentive
Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422
of the Code.


 


11.23       “Liquidity
Event” means, unless otherwise set forth in an applicable Award Agreement, either (a) the consummation of the sale,
transfer, conveyance or other disposition (including by way of merger, equity purchase or consolidation) in one or a series of
related transactions, of the equity securities of the Company or its successor held, directly or indirectly, by the Principal Shareholders
in exchange for cash, or in the case of any transaction resulting in the exchange for consideration other than cash (“non-cash
consideration”) the receipt of cash upon the disposition of such non-cash consideration, such that immediately following
such transaction or disposition (or series of transactions or dispositions), the total number of all equity securities of the Company
or its successor held, directly or indirectly, by all of the Principal Shareholders is, in the aggregate, less than 30% of the
total number of all equity securities of the Company or its successor (as such securities may be adjusted for the occurrence of
a corporate event) held, directly or indirectly, by all of the Principal Shareholders as of the day after the consummation
of the Business Combination; or (b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than
by way of merger, equity purchase or consolidation), in one or a series of related transactions, of all or substantially all of
the assets of the Company and its subsidiaries, taken as a whole, to any “person” (as such term is defined in Section
13(d)(3) of the Exchange Act) other than to any Principal Shareholders. For the avoidance of doubt, the consummation of the Business
Combination does not constitute a Liquidity Event.


 


11.24       “Non-Qualified
Option” means an Option not intended or not qualifying as an Incentive Option.


 


11.25       “Option”
means an option to purchase Shares.


 


11.26       “Other
Share or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring
to, or are otherwise based on, Shares or other property.


 


11.27       “Overall
Share Limit” means 60,000,000 Shares.


 




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11.28       
“Participant” means a Service Provider who has been granted an Award.


 


11.29       “Performance
Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance
goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of
interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or
sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to
gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin;
budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash
flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or
invested capital; cost of capital; return on shareholders’ equity; total shareholder return; return on sales; costs, reductions
in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share;
price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements
or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial,
or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate
financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel;
human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial
ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals;
financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing
initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance
goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business
segment or product line of the Company or a Subsidiary, or based upon performance relative to performance of other companies or
upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide
for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including
(a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges
or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization
or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations
of the Company, Subsidiary, division, business segment or product line or not within the reasonable control of management, (g)
foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans
or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes
in the number of outstanding shares, (l) conversion of some or all of convertible securities to Shares, (m) any business interruption
event (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles,
or (o) the effect of changes in other laws or regulatory rules affecting reported results.


 


11.30       “Plan”
means this 2019 Incentive Award Plan.


 


11.31       “Principal
Shareholders” means funds or other entities managed by an affiliate of Onex Partners Advisor LP, funds managed by
an affiliate of Baring Private Equity Asia Group Limited and any of their affiliates to which (a) any Principal Shareholder or
any other person transfers Shares or other securities of the Company or (b) the Company issues Shares or other securities of the
Company.


 


11.32       “Prior
Plan” means the Camelot Holdings (Jersey) Limited 2016 Equity Incentive Plan.


 




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11.33       “Restricted
Shares” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other
restrictions.


 


11.34       “Restricted
Share Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount
in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain
vesting conditions and other restrictions.


 


11.35       “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


11.36       “Section 409A”
means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.


 


11.37       “Securities
Act” means the Securities Act of 1933, as amended.


 


11.38       “Service
Provider” means an Employee, Consultant or Director.


 


11.39       “Share”
means an ordinary share in the capital of the Company.


 


11.40       “Share
Appreciation Right” means a share appreciation right granted under Article V.


 


11.41       “Shareholders
Agreement” means that certain Shareholders Agreement relating to the Company by and between the Principal Shareholders,
the Company and other persons who may become a party thereto, as may be amended from time to time.


 


11.42       “Subsidiary”
means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company
if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities
or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the
other entities in such chain.


 


11.43       “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange
for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines.


 


11.44       “Termination
of Service” means the date the Participant ceases to be a Service Provider.


 


* * * * *


 




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