EX-10.6





 Exhibit 10.6 
  

MAVENIR PLC 

2020 EQUITY INCENTIVE PLAN 

ADOPTED BY THE BOARD OF 
DIRECTORS: [____ __], 2020 

APPROVED BY THE SHAREHOLDERS: [____ __], 2020 

TERMINATION DATE: [____ __], 2030 

I. INTRODUCTION 
 1.1
PURPOSES. The purposes of the Mavenir plc 2020 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s shareholders and the
recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining
Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best
interests of the Company and its shareholders. 
 1.2 CERTAIN DEFINITIONS. 

“Agreement” means the written or electronic agreement evidencing an award hereunder between the Company
and the recipient of such award. 
 “Board” means the Board of Directors of the Company. 

“Change in Control” has the meaning set forth in Section 5.11(a). 

“Code” means the U.S. Internal Revenue Code of 1986, as amended. 

“Committee” means the Compensation Committee of the Board, or a subcommittee thereof, or such other
committee designated by the Board. 
 “Company” means Mavenir plc, a public limited company
incorporated under the laws of England and Wales. 
 “Election” has the meaning set forth in
Section 5.8. 
 “Exchange Act” means the U.S. Securities Exchange Act of
1934, as amended. 
 “Exchange Act Person” means any natural person, entity, or “group” (within the
meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” does not include: (i) the Company or any Subsidiary; (ii) any employee benefit plan of the Company or any Subsidiary or any trustee or
other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; (iv) an entity owned, directly or
indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; (v) any natural person, entity, or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act) that, as of the effective date of this Plan, is the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; or (vi) to
the extent that Siris Capital Group, LLC (“Siris”), together with any of its affiliates, owns 10% or more of the combined voting power of the Company’s then outstanding securities, Siris or any affiliate of Siris. 

 












 “Fair Market Value” means the closing transaction
price of a Share as reported on NASDAQ on the date as of which such value is being determined or, if the Shares are not listed on NASDAQ, the closing transaction price of a Share on the principal national stock exchange on which the Shares are
traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Shares are not
listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion,
shall at such time deem appropriate and in compliance with Section 409A of the Code; provided, further, in the case of grants made in connection with the Initial Public Offering, Fair Market Value shall mean the price per share at
which Shares are initially offered for sale to the public by the Company’s underwriters in the Initial Public Offering. 

“Free-Standing SAR” means a SAR which is not granted in tandem with, or by reference to, an option,
which entitles the holder thereof to receive, upon exercise, Shares (which may be Restricted Shares) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair
Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of such SARs that are exercised. 

“Incentive Rights” means incentive rights under the Mavenir 2017 Long Term Incentive Plan, as amended
from time to time. 
 “Incentive Share Option” means an option to purchase Shares that meets the
requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Share Option. 

“Initial Public Offering” means the underwritten public offering of the issued share capital of the
Company (or of any holding company of the Company) that (A) is led by a nationally recognized financial institution reasonably acceptable to the Board, (B) is registered on a Form S-1 registration
statement (or a comparable form of registration statement) under the United States Securities Act of 1933, as amended (or applicable UK securities law), and (C) following which such publicly offered equity is listed on the London Stock
Exchange’s markets for listed securities, the Alternative Investment Market of the London Stock Exchange, the New York Stock Exchange, the Nasdaq Stock Market or on any other “recognised investment exchange” (as defined in section 285
of the Financial Services and Markets Act 2000). 
 “ITEPA” has the meaning set forth in
Section 5.7. 
 “Non-Employee Director”
means any member of the Board who is not an officer or employee of the Company or any Subsidiary. 

  
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 “Nonstatutory Share Option” means an option to
purchase Shares which is not an Incentive Share Option. 
 “Other Share Award” means an award granted
pursuant to Section 3.4 of the Plan. 
 “Performance Award” means a right to
receive an amount of cash, Shares, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period. 

“Performance Measures” means the criteria and objectives, established by the Committee, which shall be
satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest,
in the case of a Restricted Share Award, of the Shares subject to such award, or, in the case of a Restricted Share Unit Award, Other Share Award or Performance Award, to the holder’s receipt of the Shares subject to such award or of payment
with respect to such award. Such criteria and objectives may include one or more of the following corporate-wide or Subsidiary, division, operating unit, line of business, project, geographic or individual measures: the attainment by a Share of a
specified Fair Market Value for a specified period of time; increase in shareholder value; earnings per share; return on or net assets; return on equity; return on investments; return on capital or invested capital; total shareholder return;
earnings or income of the Company before or after taxes and/or interest; earnings before interest, taxes, depreciation and amortization (“EBITDA”); EBITDA margin; operating income; revenues; bookings; billings; operating expenses,
attainment of expense levels or cost reduction goals; market share; cash flow, operating cash flow, cash flow per share, cash flow margin or free cash flow; cash collections; interest expense; economic value created; gross profit or margin;
operating profit or margin; net cash provided by operations; price-to-earnings growth; and strategic business criteria, consisting of one or more objectives based on
meeting specified goals relating to market penetration, customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee
benefits, supervision of litigation, supervision of information technology, quality and quality audit scores, efficiency, acquisitions or divestitures, research and development achievements, collaborations, or joint ventures and such other goals as
the Committee may determine whether or not listed herein, or any combination of the foregoing. Each such goal may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of
the Company (including the performance of one or more Subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). In addition to the
ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination
thereof. The applicable performance measures may be applied on a pre- or post-tax basis and may be adjusted to include or exclude components of any performance measure,
including, without limitation, foreign exchange gains and losses, asset writedowns, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing
costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles
(“Adjustment Events”). In the sole discretion of the Committee, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of any Adjustment Events. Performance
goals shall be subject to such other special rules and conditions as the Committee may establish at any time. 

  
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 “Performance Period” means any period designated by
the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect. 

“Required Tax Payment” has the meaning set forth in Section 5.5. 

“Restricted Shares” means Shares which are subject to a Restriction Period and which may, in addition
thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period. 

“Restricted Share Award” means an award of Restricted Shares under this Plan. 

“Restricted Share Unit” means a right to receive one Share or, in lieu thereof and to the extent set
forth in the applicable Agreement, the Fair Market Value of such Share in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified
Performance Measures within a specified Performance Period. 
 “Restricted Share Unit Award” means an
award of Restricted Share Units under this Plan. 
 “Restriction Period” means any period designated
by the Committee during which either (i) the Shares subject to a Restricted Share Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement
relating to such award, or (ii) the conditions to vesting applicable to a Restricted Share Unit Award or Other Share Award shall remain in effect. 

“SAR” means a share appreciation right, which may be a
Free-Standing SAR or a Tandem SAR. 
 “Share” or
“Shares” means the Class A ordinary shares, par value $0.001 per share, of the Company, and all rights appurtenant thereto. 

“Share Award” means a Restricted Share Award, Restricted Share Unit Award or Other Share Award. 

“Subject Person” has the meaning set forth in Section 5.11(a)(1). 

“Subsidiary” means any corporation, limited liability company, partnership, joint venture, or similar
entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity. 

  
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 “Substitute Award” means an award granted under
this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation, or acquisition of
property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.  

“Tandem SAR” means an SAR which is granted in tandem with, or by reference to, an option (including a
Nonstatutory Share Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, Shares (which may be Restricted
Shares) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by
the number of Shares subject to such option, or portion thereof, which is surrendered. 
 “Tax Date”
has the meaning set forth in Section 5.5. 
 “Ten Percent Holder” has the
meaning set forth in Section 2.1(a). 
 “UK” means the United Kingdom. 

“UK Holder” means any holder: (i) employed in, tax resident in, or otherwise subject to tax in the UK; or
(ii) otherwise determined to be a UK Holder by the Board. 
 1.3 ADMINISTRATION. This Plan
shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase Shares in the form of Incentive Share Options or Nonstatutory Share Options;
(ii) SARs in the form of Tandem SARs or Free-Standing SARs; (iii) Share Awards in the form of Restricted Shares, Restricted Share Units or Other Share Awards; and (iv) Performance Awards. The
Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of Shares subject to an award, the
number of SARs, the number of Restricted Share Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award, and all other terms
and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and
SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall
lapse and (iv) the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the
application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan, and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive
employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties. 

  
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 The Committee may determine that it some or all of its power and authority hereunder will be
exercised the Board or delegate some or all of its power and authority hereunder to any members of the Board or, subject to applicable law, to another subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive
officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member of the Board, the Chief Executive Officer or other executive officer of the Company
with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or
other person. 
 No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the
Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and
the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent
permitted by law (except as otherwise may be provided in the Company’s Articles of Association and/or similar organizational documents) and under any directors’ and officers’ liability insurance that may be in effect from time to
time. 
 1.4 ELIGIBILITY. Participants in this Plan shall consist of such officers, employees, Non-Employee Directors, consultants, independent contractors, agents, and persons expected to become officers, employees, Non-Employee Directors, consultants, independent
contractors and agents of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. Participants shall also consist of persons to whom awards are granted under this Plan in substitution for Incentive
Rights in connection with the transactions relating to the Initial Public Offering. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this
Plan at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during an approved leave of
absence. Notwithstanding anything herein to the contrary, the aggregate value of cash compensation to be paid and the grant date fair value of equity awards that may be granted during any fiscal year of the Company to any Non-Employee Director shall not exceed $1,500,000, multiplied by two with respect to the fiscal year of a Non-Employee Director’s initial service on the Board and
excluding for purposes of the limits set forth in this sentence any distributions from a deferred compensation arrangement. 
 1.5
SHARES AVAILABLE. Subject to adjustment as provided in Section 5.10 and to all other limits set forth in this Plan, the maximum
number of Shares that shall initially be available for all awards under this Plan, other than Substitute Awards, shall be equal to 16.5% of the aggregate number of Shares and Class B ordinary shares (collectively, the “Ordinary
Shares”) of the Company outstanding immediately following the consummation of the Initial Public Offering. Subject to adjustment as provided in Section 5.10, no more than 20,000,000 Shares in the aggregate may
be issued under the Plan in connection with Incentive Share Options. The number of Shares available under the Plan shall increase annually on the first day of each fiscal year of the Company, 

  
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beginning with the fiscal year ending January 31, 2022, and continuing until (and including) the fiscal year ending January 31, 2031, with such annual increase equal to an amount equal
to the lesser of (i) 4.5% of the number of Ordinary Shares issued and outstanding on January 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board. The number of Shares that remain available for future
grants under this Plan shall be reduced by the sum of the aggregate number of Shares that become subject to outstanding options, outstanding Free-Standing SARs, outstanding Share Awards and outstanding Performance Awards denominated in Shares. 

To the extent that Shares subject to an outstanding option, SAR, Share Award or Performance Award granted under the Plan, other than
Substitute Awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or shares
subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such Shares shall again be available under this Plan. In addition, Shares subject to an award under this Plan shall
again be available for issuance under this Plan if such shares are (x) shares that were subject to an option or share-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR or (y) shares
delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award. Notwithstanding anything herein to the contrary, shares repurchased by the Company on the open market with the proceeds of an
option exercise shall not again be available under this Plan. 
 The number of Shares available for awards under this Plan shall not be
reduced by (i) the number of Shares subject to Substitute Awards or (ii) available shares under a shareholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately
adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements). 

Shares to be delivered under this Plan shall be made available from unissued Shares which the Board has allot pursuant to section 551 of the
Companies Act 2006, or issued Shares reacquired and held as treasury shares or otherwise or a combination thereof. 
 II.
SHARE OPTIONS AND SHARE APPRECIATION RIGHTS 
 2.1
SHARE OPTIONS. The Committee may, in its discretion, grant options to purchase Shares to such eligible persons as may be selected by the Committee. Each option, or portion
thereof, that is not an Incentive Share Option, shall be a Nonstatutory Share Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which options designated as Incentive Share
Options are exercisable for the first time by a holder during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount ($100,000 as of the effective date of this Plan) established by the
Code, such options shall constitute Nonstatutory Share Options. 
 Options shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 

  
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 (a) Number of Shares and Purchase Price. The number of Shares subject to an option
and the purchase price per Share purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per Share purchasable upon exercise of an option shall not be less than 100% of
the Fair Market Value of a Share on the date of grant of such option; provided further, that if an Incentive Share Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than
10% of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per Share shall not be less than the price (currently 110% of
Fair Market Value) required by the Code in order to constitute an Incentive Share Option. 
 Notwithstanding the foregoing, in the case of
an option that is a Substitute Award, the purchase price per Share subject to such option may be less than 100% of the Fair Market Value per Share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of
the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately
preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the
Company, over (y) the aggregate purchase price of such shares. 
 (b) Option Period and Exercisability. The period during which
an option may be exercised shall be determined by the Committee; provided, however, that no option may be exercised later than ten years after its date of grant; provided further, that if an Incentive Share Option shall
be granted to a Ten Percent Holder, such option may not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of
an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full
at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole Shares. 
 (c) Method of Exercise.
An option may be exercised (i) by giving written notice to the Company specifying the number of whole Shares to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s
satisfaction) either: (A) in cash; (B) by delivery (either actual delivery or by attestation procedures established by the Company) of Shares having a Fair Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise; (C) authorizing the Company to withhold whole Shares which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount
necessary to satisfy such obligation; (D) in cash by a broker-dealer acceptable to the Company to whom the holder has submitted an irrevocable notice of exercise; (E) in any other form of legal consideration that may be acceptable to the
Committee and specified in the Agreement; or (F) a combination of (A), (B), (C) and (E), in each case to the extent set forth in the Agreement relating to the option; (ii) if applicable, by surrendering to the Company any Tandem SARs which
are cancelled by reason of the exercise of the option; and (iii) by executing such documents as the Company may reasonably request. Any fraction of a Share which would be required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the holder. No Shares shall be issued and no certificate representing Shares shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in
Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).  

  
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 2.2 SHARE APPRECIATION
RIGHTS. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or
a Free-Standing SAR. 
 SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 
 (a) Number of SARs and Base Price. The number
of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Share Option shall be granted at the same time that such Incentive Share Option is granted. The base price of a Tandem SAR shall be the purchase
price per Share of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a Share on the date of
grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted). 
 Notwithstanding the
foregoing, in the case of an SAR that is a Substitute Award, the base price per Share subject to such SAR may be less than 100% of the Fair Market Value per Share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market
Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately
preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the
Company, over (y) the aggregate base price of such shares. 
 (b) Exercise Period and Exercisability. The period for the exercise
of an SAR shall be determined by the Committee; provided, however, that (i) no Tandem SAR may be exercised later than the expiration, cancellation, forfeiture or other termination of the related option and (ii) no
Free-Standing SAR may be exercised later than ten years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of
all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion
thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole Shares and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for
Restricted Shares, a certificate or certificates representing such Restricted Shares shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions
on the shares duly noted, and the holder of such Restricted Shares shall have such rights of a shareholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of a share-settled SAR, the holder of
such SAR shall have no rights as a shareholder of the Company with respect to the Shares subject to such SAR. 

  
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 (c) Method of Exercise. A Tandem SAR may be exercised by (i) giving written
notice to the Company specifying the number of whole SARs which are being exercised, (ii) surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) executing such documents as the
Company may reasonably request. A Free-Standing SAR may be exercised by (A) giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) executing such documents as the Company may reasonably
request. No Shares shall be issued and no certificate representing Shares shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the
Company’s satisfaction). 
 2.3 TERMINATION OF EMPLOYMENT OR
SERVICE. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such
option or SAR, as the case may be, whether by reason of disability, retirement, death, or any other reason; or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Agreement. 

2.4 NO REPRICING. The Committee shall not, without the approval of the shareholders of
the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or
(iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a Share on the date of such cancellation, in each case,
other than in connection with a Change in Control or the adjustment provisions set forth in Section 5.10. 
 2.5
NO DIVIDEND EQUIVALENTS. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend
equivalents with respect to the number of Shares subject to such option or SAR. 
 III. SHARE AWARDS

 3.1 SHARE AWARDS. The Committee may, in its discretion, grant Share Awards to such eligible persons as
may be selected by the Committee. The Agreement relating to a Share Award shall specify whether the Share Award is a Restricted Share Award, a Restricted Share Unit Award or, in the case of an Other Share Award, the type of award being granted. 

3.2 TERMS OF RESTRICTED SHARE AWARDS. Restricted Share Awards shall
be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. 

(a) Number of Shares and Other Terms. The number of Shares subject to a Restricted Share Award and the Restriction Period, Performance
Period (if any) and Performance Measures (if any) applicable to a Restricted Share Award shall be determined by the Committee. 

  
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 (b) Vesting and Forfeiture. The Agreement relating to a Restricted Share Award shall
provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the Shares subject to such award (i) if the holder of such award remains continuously in the employment of the
Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the Shares subject to such award (x) if the holder of
such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. 

(c) Stock Issuance. During the Restriction Period, Restricted Shares shall be held by a custodian in book entry form with restrictions
on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Share Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to
Section 5.9, indicating that the ownership of the Shares represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Share Award. All such
certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would
permit transfer to the Company of all or a portion of the Shares subject to the Restricted Share Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or
attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any Shares
that are held in book entry form, and all certificates evidencing ownership of the requisite number of Shares shall be delivered to the holder of such award. 

(d) Rights with Respect to Restricted Share Awards. Unless otherwise set forth in the Agreement relating to a Restricted Share Award,
and subject to the terms and conditions of a Restricted Share Award, the holder of such award shall have all rights as a shareholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to
participate in any capital adjustment applicable to all holders of Shares; provided, however, that (i) a distribution with respect to Shares, other than a regular cash dividend, and (ii) a regular cash dividend with respect
to Shares that are subject to performance-based vesting conditions, in each case, shall be deposited with the Company and shall be subject to the same restrictions as the Shares with respect to which such distribution was made. 

3.3 TERMS OF RESTRICTED SHARE UNIT
AWARDS. Restricted Share Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem advisable. 
 (a) Number of Shares and Other Terms. The number of Shares subject to a Restricted Share Unit
Award, including the number of Shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Share Unit Award
shall be determined by the Committee. 

  
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 (b) Vesting and Forfeiture. The Agreement relating to a Restricted Share Unit Award
shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Share Unit Award (i) if the holder of such award remains continuously in the employment
of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the Shares subject to such award (x) if the
holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. 

(c) Settlement of Vested Restricted Share Unit Awards. The Agreement relating to a Restricted Share Unit Award shall specify
(i) whether such award may be settled in Shares or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive dividend equivalents, and, if determined by the Committee, interest on, or the deemed
reinvestment of, any deferred dividend equivalents, with respect to the number of Shares subject to such award. Any dividend equivalents with respect to Restricted Share Units that are subject to performance-based vesting conditions shall be subject
to the same performance-based vesting restrictions as such Restricted Share Units. Prior to the settlement of a Restricted Share Unit Award, the holder of such award shall have no rights as a shareholder of the Company with respect to the Shares
subject to such award. 
 3.4 OTHER SHARE AWARDS. Subject to the limitations set forth in the
Plan, the Committee is authorized to grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, including without limitation Shares granted as a bonus and not
subject to any vesting conditions, dividend equivalents, deferred share units, share purchase rights and Shares issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be
determined by the Committee. The Committee shall determine the terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions as the Committee may specify in its
discretion.
 3.5 TERMINATION OF EMPLOYMENT OR SERVICE. All
of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Share Award, or any forfeiture and cancellation of such award (i) upon a termination of
employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death, or any other reason; or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth
in the applicable Agreement. 
 IV. PERFORMANCE AWARDS 

4.1 PERFORMANCE AWARDS. The Committee may, in its discretion, grant Performance Awards to such eligible persons as
may be selected by the Committee. 
 4.2 TERMS OF PERFORMANCE
AWARDS. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee
shall deem advisable. 

  
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 (a) Value of Performance Awards and Performance Measures. The method of determining
the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee. 

(b) Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in
its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the
specified Performance Measures are not satisfied or met during the specified Performance Period. 
 (c) Settlement of Vested Performance
Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in Shares (including Restricted Shares) or cash or a combination thereof. If a Performance Award is settled in Restricted Shares, such
Restricted Shares shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Shares shall be issued in accordance with Section 3.2(c) and the holder of such Restricted
Shares shall have such rights as a shareholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to a Performance Award shall be subject to the same
performance-based vesting restrictions as such Performance Award. Prior to the settlement of a Performance Award in Shares, including Restricted Shares, the holder of such award shall have no rights as a shareholder of the Company. 

4.3 TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to
the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the
holder of such award, whether by reason of disability, retirement, death, or any other reason; or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Agreement. 

V. GENERAL 
 5.1
EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be
submitted to the shareholders of the Company for approval and, if approved, shall become effective as of the date of such shareholder approval. This Plan shall terminate on the tenth anniversary of Board approval of the Plan, unless terminated
earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan. 

5.2 AMENDMENTS. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to
the Plan shall be effective without the approval of the Company’s shareholders if (i) shareholder approval is required by applicable law, rule or regulation, including any rule of NASDAQ or any other stock exchange on which the Shares are
then traded, or (ii) such amendment seeks to modify the Non-Employee Director compensation limit set forth in Section 1.4 or the terms of Section 2.4
hereof; provided further, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder. 

  
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 5.3 AGREEMENT. The Company may condition an award holder’s right
(a) to exercise, vest or settle the award and (b) to receive delivery of shares, on the execution and delivery to the Company of an Agreement and the completion of other requirements, including, but not limited to, the execution of a non-competition and/or non-solicitation agreement by the recipient and delivery thereof to the Company. Notwithstanding anything contained herein to the contrary, the
Committee may approve an Agreement that, upon the termination of an award holder’s employment or service, provides that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of
the Restriction Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv) the Performance Measures (if any) applicable to any
outstanding awards shall be deemed to be satisfied at the target, maximum or any other level. 
 5.4 NON-TRANSFERABILITY. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the
extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes, a charitable organization designated by the holder or pursuant to a
domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the
holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately
become null and void. 
 5.5 TAX WITHHOLDING. The Company shall have the right to require, as a condition
precedent to: (i) the issuance or delivery of any Shares; or (ii) the payment of any cash, pursuant to an award made hereunder, that the holder makes arrangements acceptable to the Company in the Company’s sole discretion for payment
by the holder of such award of any taxes and/or and social security contributions (including, without limitation, any UK national insurance contributions to the extent permitted by applicable law) which may be required to be withheld or paid as a
result of, in connection with or with respect to the grant, issue, vesting or exercise of such award (as applicable) (the “Required Tax Payment”). The Company shall not be required to issue or release any Shares, or to pay
any cash pursuant to an award until such arrangements are established and fulfilled to the satisfaction of the Company. Such arrangements may provide, without limitation and at the sole discretion of the Board, that (i) the Company shall
(A) withhold whole Shares which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax
Date”), or (B) withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation, (ii) the holder permits the Company to sell, on the holder’s behalf, such
amount of whole Shares which would otherwise be delivered to the holder as is necessary to enable the holder to pay to the Company the Required Tax Payment, or (iii) the holder may satisfy any such obligation by any of the following means:
(A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole Shares having an aggregate Fair Market Value, determined as of the
Tax Date, equal to the Required Tax 

  
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Payment; (C) authorizing the Company to withhold an amount of cash which would otherwise be payable to a holder equal to the Required Tax Payment; (D) a cash payment by a broker-dealer
acceptable to the Company; or (E) any combination of (A), (B), (C) and (D), in each case to the extent set forth in the Agreement relating to the award. Shares to be delivered or withheld may not have an aggregate Fair Market Value in excess of
the amount determined by applying the minimum statutory withholding rate applicable to U.S. taxpayers (or, if permitted by the Company, such other rate as shall not cause adverse accounting consequences under the accounting rules then in effect, and
is permitted under applicable IRS withholding rules with respect to U.S. taxpayers). 
 5.6 INDEMNIFICATION. Notwithstanding the
provisions of Section 5.5, each holder (in respect of himself or herself only) indemnifies the Company and each Subsidiary, and holds the Company and each Subsidiary harmless against and from any and all liability for any taxes or payments in
respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant, purchase, vesting or exercise of, or other dealing
in an award granted or issued pursuant to this Plan. 
 5.7 SECTION 431
ELECTION. In circumstances where any Shares are to be acquired by a UK Holder pursuant to an award, such UK Holder shall not be entitled to receive such Shares in accordance with the terms of this Plan unless
(i) such UK Holder enters into an election jointly with the UK Holder’s employer, pursuant to Section 431 UK Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in the form prescribed by the Board; or
(ii) the Board agrees otherwise. 
 5.8 JOINT TAX ELECTION. As a condition
precedent of the issuance or delivery of any Shares to a UK Holder pursuant to an award made hereunder, the Board may require such UK Holder to accept any liability for secondary Class 1 National Insurance Contributions which may be payable by
the Company or any Subsidiary in connection with the grant, vesting or exercise of the award, or the sale of any Shares acquired pursuant to the award. To accomplish the foregoing, the Company may require that the UK Holder expressly agrees to enter
into a joint election in accordance with Paragraph 3B(1) of Schedule 1 of the Social Security Contributions and Benefits Act 1992 by and between the relevant UK Holder and the Company in a form provided by the Company (the
“Election”) and such further joint elections as may be required by the Company or any successor to the Company. 
 5.9
COMPLIANCE WITH APPLICABLE LAWS; RESTRICTIONS ON SHARES. The grant of all awards hereunder and the issuance of any Shares pursuant to
any award are subject to compliance with all applicable requirements of law, including but not limited to laws with respect to the issuance and sale of Shares and the requirements of any stock exchange or market system upon which the Shares may then
be listed. Each award made hereunder is subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the Shares subject to such award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The determination by the Company that it is unable to satisfy any such requirement or obtain
from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary 

  
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to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any and all liability in respect of the inability or failure to issue or sell such Shares as to which such
requisite requirement has not been satisfied or authority shall not have been obtained. The Company may require that certificates evidencing Shares delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or
other disposition thereof by the holder is prohibited except in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. 

5.10 ADJUSTMENT. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of Shares to change, such as a share dividend, share split, spinoff, rights offering, or
recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or
SAR and the purchase price or base price per share), the terms of each outstanding Share Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Award (including the number and class of
securities subject thereto, if applicable) shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code. In the event of any other change
in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and
equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 

5.11 CHANGE IN CONTROL. 

(a) For purposes of this Plan (except as otherwise provided in an applicable Agreement), “Change in Control” means the
occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 
  

	 	(1)	 any Exchange Act Person becomes the owner, directly or indirectly, of securities of the Company representing
more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
(A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires
the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely because the level of ownership held by
any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the
number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by 



  
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the Company, and after such share acquisition, the Subject Person becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred,
increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; 


 

	 	(2)	 there is consummated a merger, consolidation, or similar transaction involving (directly or indirectly) the
Company and an Exchange Act Person and, immediately after the consummation of such merger, consolidation, or similar transaction, the shareholders of the Company immediately prior thereto do not own, directly or indirectly, either
(A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving entity in such merger, consolidation, or similar transaction; or 


  

	 	(3)	 there is consummated a sale or other disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Exchange Act Person, other than a sale or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an entity, more than 50% of the combined voting power of the
voting securities of which are owned by shareholders of the Company immediately prior to such sale or other disposition. 



Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger,
or other transaction effected exclusively for the purpose of changing the domicile of the Company and (B) with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event
described in clause (1), (2) or (3) shall also constitute a “change in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5) if required in order for the payment not to
violate Section 409A of the Code. 
 (b) Subject to the terms of the applicable Agreements, in the event of a Change in Control, the
Board, as constituted prior to the Change in Control, may, in its discretion: 
  

	 	(1)	 require that (i) some or all outstanding options and SARs shall become exercisable in full or in part,
either immediately or upon a subsequent termination of employment, (ii) the Restriction Period applicable to some or all outstanding Share Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment,
(iii) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum
or any other level; 


  

	 	(2)	 require that shares of capital stock of the corporation resulting from or succeeding to the business of the
Company pursuant to such Change in Control, or a parent corporation thereof, or other property be substituted for some or all of the Shares subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by
the Board in accordance with Section 5.10; and/or 



  
 17 














	 	(3)	 require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be
immediately cancelled by the Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or an SAR, the aggregate number of Shares then subject to the portion of such option or
SAR surrendered, whether or not vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a Share as of the date of the Change in Control, over the purchase price or base price per Share subject to such option or SAR,
(B) in the case of a Share Award or a Performance Award denominated in Shares, the number of Shares then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are
deemed satisfied pursuant to Section 5.11(b)(1) , whether or not vested, multiplied by the Fair Market Value of a Share as of the date of the Change in Control, and (C) in the case of a Performance Award denominated in
cash, the value of the Performance Award then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to
Section 5.11(b)(1) ; (ii) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, or other property having
a fair market value not less than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above or the issuance of shares or other property pursuant to clause (ii) above.



 5.12 DEFERRALS. The Committee may determine that the delivery of Shares or the
payment of cash, or a combination thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be
for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code. 

5.13 NO RIGHT OF PARTICIPATION, EMPLOYMENT OR
SERVICE. 
 (a) Unless otherwise set forth in an employment agreement, no person shall have any right to participate in
this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company,
any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder. 

(b) No person shall have any right to compensation or damages on account of any loss in respect of the Plan where such loss arises (or is
claimed to arise), in whole or in part, from termination of office or employment. This exclusion of liability applies however termination of office or employment is caused and however compensation or damages may be claimed. No person


  
 18 













 
shall have any right to compensation or damages on account of any loss in respect of the Plan (however the relevant circumstances are caused, and however compensation or damages may be claimed)
where such loss arises (or is claimed to arise), in whole or in part, from: (i) subject to Section 5.11, the liquidation, dissolution, sale, merger or a similar event affecting the Company or a Subsidiary; (ii) any decision by the
Board or the Committee that any person shall not participate in the Plan; (iii) any variation to awards, including any variation of Performance Measures, the Performance Period, or to an applicable vesting schedule, or (iv) any variation
to the Plan or its complete suspension or termination. 
 5.14 RIGHTS AS SHAREHOLDER. No person
shall have any right as a shareholder of the Company with respect to any Shares or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a shareholder of record with respect to such Shares
or equity security. 
 5.15 DESIGNATION OF BENEFICIARY. To the extent permitted by the Company, a
holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an
outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only
when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than
such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder,
then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person. 

5.16 AWARDS SUBJECT TO CLAWBACK. The awards granted
under this Plan and any cash payment or Shares delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable Agreement or any clawback or recoupment policy which the Company may
adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise
required by law. 
 5.17 GOVERNING LAW. This Plan, each award hereunder and
the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code, shall be governed by the laws of England and Wales and construed in accordance therewith without giving effect
to principles of conflicts of laws. 
 5.18 COMPLIANCE WITH
SECTION 409A OF THE CODE. To the extent that the Board determines that any award granted hereunder is subject to Section 409A of the Code,
the Plan and applicable Agreement will be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan (and unless the Agreement specifically provides otherwise), if the Shares are publicly
traded, and if a holder holding an award that constitutes “deferred 

  
 19 













 
compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due
because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such holder’s
“separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the holder’s death, unless such distribution or payment can be made in a manner
that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule. 

5.19 FOREIGN EMPLOYEES. Without amending this Plan, the Committee may grant awards to
eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote
achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other
countries or jurisdictions in which the Company or its Subsidiaries operates or has employees. 

  
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