Exhibit 10.3 


 


STALWART TANKERS INC.


 


FORM OF EQUITY INCENTIVE
PLAN


 


ARTICLE I.


 


General


 


1.1. Purpose


 


The Stalwart Tankers
Inc. Equity Incentive Plan (the “Plan”) is designed to provide certain Key Persons (as defined below), whose
initiative and efforts are deemed to be important to the successful conduct of the business of Stalwart Tankers Inc. (the “Company”),
with incentives to (a) enter into and remain in the service of the Company or its Affiliates (as defined below), (b) acquire
a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance
of the Company.


 


1.2. Administration


 


(a) Administration.
The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”)
or such other committee of the Board as may be designated by the Board to administer the Plan (the “Administrator”); provided that
(i) in the event the Company is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”),
the Administrator shall be composed of two or more directors, each of whom is a “Non-Employee Director” (a “Non-Employee
Director”) under Rule 16b-3 (as promulgated and interpreted by the Securities and Exchange Commission (the “SEC”)
under the 1934 Act, or any successor rule or regulation thereto as in effect from time to time (“Rule 16b-3”)),
and (ii) the Administrator shall be composed solely of two or more directors who are “independent directors” under
the rules of any stock exchange on which the Company’s Common Shares (as defined below) are traded; provided further, however,
that, (A) prior to the date of the consummation of the initial public offering of the Company’s Common Shares, the Administrator
may be composed of one or more members of the Board, as determined by the Board, (B) the requirement in the preceding clause (i)
shall apply only when required to exempt an Award (as defined below) intended to qualify for an exemption under the applicable
provisions referenced therein, (C) the requirement in the preceding clause (ii) shall apply only when required pursuant
to the applicable rules of the applicable stock exchange and (D) if at any time the Administrator is not so composed as required
by the preceding provisions of this sentence, that fact will not invalidate any grant made, or action taken, by the Administrator
hereunder that otherwise satisfies the terms of the Plan. Subject to the terms of the Plan, applicable law and the applicable rules
and regulations of any stock exchange on which the Common Shares are listed for trading, and in addition to other express powers
and authorizations conferred on the Administrator by the Plan, the Administrator shall have the full power and authority to: (1) designate
the Key Persons to receive Awards under the Plan; (2) determine the types of Awards granted to a participant under the Plan;
(3) determine the number of shares to be covered by, or with respect to which payments, rights or other matters are to be
calculated with respect to, Awards; (4) determine the terms and conditions of any Awards; (5) determine whether, and
to what extent, and under what circumstances, Awards may be settled or exercised in cash, shares, other securities, other Awards
or other property, or cancelled, forfeited or suspended, and the methods by which Awards may be settled, exercised, cancelled,
forfeited or suspended; (6) determine whether, to what extent, and under what circumstances cash, shares, other securities,
other Awards, other property and other amounts payable with respect to an Award shall be deferred, either automatically or at the
election of the holder thereof or the Administrator; (7) construe, interpret and implement the Plan and any Award Agreement
(as defined below); (8) prescribe, amend, rescind or waive rules and regulations relating to the Plan, including rules governing
its operation, and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (9) correct
any defect, supply any omission and reconcile any inconsistency in the Plan or any Award Agreement; and (10) make any other
determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time and shall
be final, conclusive and binding upon all Persons (as defined below).



    	 



    	 



    




 


(b) General
Right of Delegation. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or any charter,
by-laws or other agreement governing the Administrator, the Administrator may delegate all or any part of its responsibilities
to any Person or Persons selected by it; provided, however, that in no event shall an officer of the Company
be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (i) individuals who are
subject to Section 16 of the 1934 Act, to the extent applicable or (ii) officers of the Company to whom authority
to grant or amend Awards has been delegated hereunder or directors of the Company; provided, further, that
any delegation of administrative authority shall only be permitted to the extent it is permissible under applicable securities
laws (including, without limitation, Rule 16b-3, to the extent applicable) and the rules of any applicable stock exchange.
Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation,
and the Administrator may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee
appointed under this Section 1.2(b) shall serve in such capacity at the pleasure of the Administrator.


 


(c) Indemnification.
No member of the Board, the Administrator or any officer or employee of the Company or an Affiliate or any of their agents (each
such Person, a “Covered Person”) shall be liable for any action taken or omitted to be taken or any determination
made in good faith with respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless
by the Company against and from (i) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed
upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered
Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under
the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company’s approval,
in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against
such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have
sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be
available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication,
in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification
claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification
is otherwise prohibited by law or by the Company’s articles of incorporation or bylaws (in each case, as amended and/or restated).
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may
be entitled under the Company’s articles of incorporation or bylaws (in each case, as amended and/or restated), as a matter
of law, or otherwise, or any other power that the Company may have to indemnify such Persons or hold them harmless.


 


(d) Delegation
of Authority to Senior Officers. The Administrator may, in accordance with and subject to the terms of Section 1.2(b),
delegate, on such terms and conditions as it determines, to one or more senior officers of the Company the authority to make grants
of Awards to Key Persons who are employees of the Company and its Subsidiaries (as defined below) (including any such prospective
employee) or consultants or service providers to (including Persons who are employed by or provide services to any entity that
is itself a consultant or service provider to) the Company and its Subsidiaries.


 


(e) Awards
to Non-Employee Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion,
at any time and from time to time, grant Awards to Non-Employee Directors or administer the Plan with respect to such Awards. In
any such case, the Board shall have all the authority and responsibility granted to the Administrator herein with respect to such
Awards.



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1.3. Persons Eligible for Awards


 


The Persons eligible
to receive Awards under the Plan are those directors, officers and employees (including any prospective officer or employee) of
the Company and its Subsidiaries and Affiliates and consultants and service providers to (including Persons who are employed by
or provide services to any entity that is itself a consultant or service provider to) the Company and its Subsidiaries and Affiliates,
as well as entities wholly-owned and controlled by such Persons (collectively, “Key Persons”), as the Administrator
shall select.


 


1.4. Types of Awards


 


Awards may be made
under the Plan in the form of (a) incentive share options that are intended to constitute “incentive stock options”
and to qualify for special U.S. federal income tax treatment pursuant to Sections 421 and 422 of the Code (as defined below),
as may be amended from time to time, or pursuant to a successor provision of the Code, and which is so designated in the applicable
Award Agreement, (b) non-qualified share options (i.e., any share options granted under the Plan that are not incentive
share options), (c) share appreciation rights, (d) restricted shares, (e) restricted share units, (f) dividend
equivalents, (g) unrestricted shares, and (h) other equity-based or equity-related Awards that the Administrator determines
are consistent with the purposes of the Plan and the interests of the Company, all as more fully set forth in the Plan. The term
“Award” means any of the foregoing that are granted under the Plan. No incentive share option (other than an incentive
share option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the
Code applies) may be granted under the Plan to a Person who is not eligible to receive an incentive share option under the Code.


 


1.5. Shares Available for Awards; Adjustments for Changes
in Capitalization


 


(a) Maximum
Number. Subject to adjustment as provided in Section 1.5(c), the aggregate number of common shares of the Company, par
value $0.01 (“Common Shares”), with respect to which Awards may at any time be granted under the Plan shall be
equal to 1,350,000 Common Shares at the time of the Award issuance. Subject to adjustment as provided in Section 1.5(c), the aggregate
number of Common Shares with respect to which Awards may at any time be granted under the Plan in the form of incentive share options
intended to constitute “incentive stock options” within the meaning of Section 422 of the Code shall be 1,350,000,
provided in no event shall incentive share options be issued in excess of the limitation set forth in the preceding sentence. The
following Common Shares shall again become available for Awards under the Plan: (i) any shares that are subject to an Award
under the Plan and that remain unissued upon the cancellation or termination of such Award for any reason whatsoever; (ii) any
restricted shares forfeited pursuant to the Plan or the applicable Award Agreement; provided that any dividend
equivalent rights with respect to such shares that have not theretofore been directly remitted to the grantee are also forfeited;
and (iii) any shares in respect of which an Award is settled for cash without the delivery of shares to the grantee. Any shares
tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again become
available to be delivered pursuant to Awards under the Plan.


 


(b) Source of Shares. Shares
issued pursuant to the Plan may be authorized but unissued Common Shares or treasury shares. The Administrator may direct that
any share certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability
as may apply to such shares.


 


(c) Adjustments.
(i) In the event that any dividend or other distribution (whether in the form of cash, Company shares, other securities or
other property), share split, reverse share split, reorganization, merger, consolidation, split-up, combination, repurchase or
exchange of Company shares or other securities of the Company, issuance of warrants or other rights to purchase Company shares
or other securities of the Company, or other similar corporate transaction or event, other than an Equity Restructuring (as defined
below), affects the Company shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an
Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of the number of shares or other
securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under
the Plan, including with respect to the maximum number of shares with respect to which incentive share options may be granted under
the plan.



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(ii) The Administrator
is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including the events described in Section 1.5(c)(i) or the occurrence of a Change in Control (as defined
below), other than an Equity Restructuring) affecting the Company, any Affiliate, or the financial statements of the Company or
any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities
exchange, accounting principles or law, whenever the Administrator determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect
to an Award, including providing for (A) adjustment to (1) the number of shares or other securities of the Company (or
number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the
Exercise Price (as defined below) with respect to any Award and (B) a substitution or assumption of Awards, accelerating the
exercisability or vesting of, or lapse of restrictions on, Awards, or accelerating the termination of Awards by providing for a
period of time for exercise prior to the occurrence of such event, or, if deemed appropriate or desirable, providing for a cash
payment to the holder of an outstanding Award in consideration for the cancellation of such Award (it being understood that, in
such event, any option or share appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market
Value (as defined below) of a share subject to such option or share appreciation right may be cancelled and terminated without
any payment or consideration therefor); provided, however, that with respect to options and share appreciation
rights, unless otherwise determined by the Administrator, such adjustment shall be made in accordance with the provisions of Section 424(h)
of the Code.


 


(iii) Subject to
Section 3.5, in the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially
all the Company’s assets or (C) a merger, reorganization or consolidation involving the Company or one of its Subsidiaries,
the Administrator shall have the power to, subject to the provisions of the individual holder’s Award Agreement:


 


(1) provide
that outstanding options, share appreciation rights, restricted share units (including any related dividend equivalent right) and/or
other Awards granted under the Plan shall either continue in effect, be assumed or an equivalent award shall be substituted therefor
by the successor entity or a parent entity or subsidiary entity;


 


(2) cancel,
effective immediately prior to the occurrence of such event, options, share appreciation rights, restricted share units (including
each dividend equivalent right related thereto) and/or other Awards granted under the Plan outstanding immediately prior to such
event (whether or not then exercisable) and, in full consideration of such cancellation, pay to the holder of such Award a cash
payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Administrator) of the
shares subject to such Award (or the value of such Award, as determined by the Administrator, if not based on the Fair Market Value
of shares) over the aggregate Exercise Price of such Award (or the grant price of such Award, if any, if applicable) (it being
understood that, in such event, any option or share appreciation right having a per share Exercise Price equal to, or in excess
of, the Fair Market Value of a share subject to such option or share appreciation right may be cancelled and terminated without
any payment or consideration therefor); or


 


(3) notify the
holder of an option or share appreciation right in writing or electronically that each option and share appreciation right shall
be fully vested and exercisable for a period of 30 days from the date of such notice, or such shorter period as the Administrator
may determine to be reasonable, and the option or share appreciation right shall terminate upon the expiration of such period (which
period shall expire no later than immediately prior to the consummation of the corporate transaction).


 


(iv) In connection
with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 1.5(c):


 


(A) The
number and type of securities or other property subject to each outstanding Award and the Exercise Price or grant price thereof,
if applicable, shall be equitably adjusted; and


 


(B) The
Administrator shall make such equitable adjustments, if any, as the Administrator may deem appropriate to reflect such Equity Restructuring
with respect to the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments
of the limitations set forth in Section 1.5(a)). The adjustments provided under this Section 1.5(c)(iv) shall be nondiscretionary
and shall be final and binding on the affected participant and the Company.



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1.6. Definitions of Certain Terms


 


(a) “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company
and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Administrator.


 


(b) Unless otherwise
set forth in the applicable Award Agreement, in connection with a termination of employment or consultancy/service relationship
or a dismissal from Board membership, for purposes of the Plan, the term “for Cause” shall be defined as follows:


 


(i) if there is an
employment, severance, consulting, service, change in control or other agreement governing the relationship between the grantee,
on the one hand, and the Company or an Affiliate, on the other hand, that contains a definition of “cause” (or similar
phrase), for purposes of the Plan, the term “for Cause” shall mean those acts or omissions that would constitute “cause”
under such agreement; or


 


(ii) if the preceding
clause (i) is not applicable to the grantee, for purposes of the Plan, the term “for Cause” shall mean any of
the following:


 


(A) any failure by
the grantee substantially to perform the grantee’s employment or consulting/service or Board membership duties;


 


(B) any excessive
unauthorized absenteeism by the grantee;


 


(C) any refusal by
the grantee to obey the lawful orders of the Board or any other Person to whom the grantee reports;


 


(D) any act or omission
by the grantee that is or may be materially injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;


 


(E) any act by the
grantee that the grantee knows or should know is inconsistent with the best interests of the Company or any Affiliate;


 


(F) the grantee’s
gross negligence that is injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;


 


(G) the grantee’s
material violation of any of the policies of the Company or any Affiliate, as applicable, including, without limitation, those
policies relating to discrimination or sexual harassment;


 


(H) the grantee’s
material breach of his or her employment or service contract with the Company or any Affiliate;


 


(I) the grantee’s
unauthorized (1) use or disclosure of any document (in any medium or form) relating to the Company or any Affiliate or the
customers or clients of the Company or any Affiliate or (2) disclosure to any Person of any of the Company’s, or any
Affiliate’s, confidential or proprietary information;


 


(J) the grantee’s
being convicted of, or entering a plea of guilty or nolo contendere to, any crime that constitutes a felony or involves moral turpitude;
and


 


(K) the grantee’s
commission of any act involving dishonesty or fraud.



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Any rights the Company or any Affiliate
may have under the Plan in respect of the events giving rise to a termination or dismissal “for Cause” shall be in
addition to any other rights the Company or any Affiliate may have under any other agreement with a grantee or at law or in equity.
Any determination of whether a grantee’s employment or consultancy/service relationship is (or is deemed to have been) terminated
“for Cause” shall be made by the Administrator. If, subsequent to a grantee’s voluntary termination of employment
or consultancy/service relationship or involuntary termination of employment or consultancy/service relationship without Cause,
it is discovered that the grantee’s employment or consultancy/service relationship could have been terminated “for
Cause”, the Administrator may deem such grantee’s employment or consultancy/service relationship to have been terminated
“for Cause” upon such discovery and determination by the Administrator.


 


(c) “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(d) Unless otherwise
set forth in the applicable Award Agreement, “Disability” shall mean the grantee’s being unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months, or the grantee’s, by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months
under an accident and health plan covering employees of the grantee’s employer. The existence of a Disability shall be determined
by the Administrator.


 


(e) “Equity
Restructuring” shall mean a non-reciprocal transaction between the Company and its shareholders, such as a share dividend,
share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the Common
Shares (or other securities of the Company) or the share price thereof and causes a change in the per share value of the shares
underlying outstanding Awards.


 


(f) “Exercise
Price” shall mean (i) in the case of options, the price specified in the applicable Award Agreement as the price-per-share
at which such share can be purchased pursuant to the option or (ii) in the case of share appreciation rights, the price specified
in the applicable Award Agreement as the reference price-per-share used to calculate the amount payable to the grantee.


 


(g) The “Fair
Market Value” of a share of Common Shares on any day shall be the closing price on the New York Stock Exchange or such other
primary stock exchange upon which such shares are then listed, as reported for such day in The Wall Street Journal (or, if not
reported in The Wall Street Journal, such other reliable source as the Administrator may determine), or, if no such price is reported
for such day, the average of the high bid and low asked price of Common Shares as reported for such day. If no quotation is made
for the applicable day, the Fair Market Value of a Common Share on such day shall be determined in the manner set forth in the
preceding sentence for the next preceding trading day. Notwithstanding the foregoing, if there is no reported closing price or
high bid/low asked price that satisfies the preceding sentences, or if otherwise deemed necessary or appropriate by the Administrator,
the Fair Market Value of a Common Share on any day shall be determined by such methods and procedures as shall be established from
time to time by the Administrator. The “Fair Market Value” of any property other than Common Shares shall be the fair
market value of such property determined by such methods and procedures as shall be established from time to time by the Administrator.


 


(h) “Person”
shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental body or other entity of any kind.


 


(i) “Repricing”
shall mean (i) lowering the Exercise Price of an option or a share appreciation right after it has been granted, (ii) the
cancellation of an option or a share appreciation right in exchange for cash or another Award when the Exercise Price exceeds the
Fair Market Value of the underlying shares subject to the Award and (iii) any other action with respect to an option or a
share appreciation right that is treated as a repricing under (A) generally accepted accounting principles or (B) any
applicable stock exchange rules.


 


(j) “Subsidiary”
shall mean any entity in which the Company, directly or indirectly, has a 50% or more equity interest.



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ARTICLE II.


 


Awards Under The Plan


 


2.1. Agreements Evidencing Awards


 


Each Award granted
under the Plan shall be evidenced by a written certificate (“Award Agreement”), which shall contain such provisions
as the Administrator may deem necessary or desirable and which may, but need not, require execution or acknowledgment by a grantee.
The Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.


 


2.2. Grant of Share Options and Share Appreciation Rights


 


(a) Share
Option Grants. The Administrator may grant non-qualified share options and/or incentive share options (collectively, “options”)
to purchase Common Shares from the Company to such Key Persons, and in such amounts and subject to such vesting and forfeiture
provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. Except
to the extent otherwise specifically provided in the applicable Award Agreement, no option will be treated as an incentive share
option intended to constitute an “incentive stock option” for purposes of the Code. Incentive share options may be
granted to employees of the Company and any “parent corporation” or “subsidiary corporation” (as such terms
are defined in Section 424 of the Code) of the Company. In the case of incentive share options, the terms and conditions of
such Awards shall be subject to such applicable rules as may be prescribed by Sections 421, 422 and 424 of the Code and any
regulations related thereto, as may be amended from time to time. If an option is intended to constitute an incentive stock option,
and if for any reason such option (or any portion thereof) shall not qualify as an incentive stock option for purposes of Section 422
of the Code, then, to the extent of such non-qualification, such option (or portion thereof) shall be regarded as a non-qualified
share option appropriately granted under the Plan; provided that such option (or portion thereof) otherwise complies
with the Plan’s requirements relating to option Awards. It shall be the intent of the Administrator to not grant an Award
in the form of share options to any Key Person who is then subject to the requirements of Section 409A of the Code with respect
to such Award if the Common Shares underlying such Award does not then qualify as “service recipient stock” for purposes
of Section 409A. Furthermore, it shall be the intent of the Administrator, in granting options to Key Persons who are subject
to Section 409A and/or 457 of the Code, to structure such options so as to comply with the requirements of Section 409A
and/or 457 of the Code, as applicable.


 


(b) Share
Appreciation Right Grants; Types of Share Appreciation Rights. The Administrator may grant share appreciation rights to such
Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator
shall determine, subject to the provisions of the Plan. The terms of a share appreciation right may provide that it shall be automatically
exercised for a payment upon the happening of a specified event that is outside the control of the grantee and that it shall not
be otherwise exercisable. Share appreciation rights may be granted in connection with all or any part of, or independently of,
any option granted under the Plan. It shall be the intent of the Administrator to not grant an Award in the form of share appreciation
rights to any Key Person (i) who is then subject to the requirements of Section 409A of the Code with respect to such
Award if the Common Shares underlying such Award does not then qualify as “service recipient stock” for purposes of
Section 409A or (ii) if such Award would create adverse tax consequences for such Key Person under Section 457A
of the Code. Furthermore, it shall be the intent of the Administrator, in granting share appreciation rights to Key Persons who
are subject to Section 409A and/or 457 of the Code, to structure such share appreciation rights so as to comply with the requirements
of Section 409A and/or 457 of the Code, to the extent applicable.



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(c) Nature
of Share Appreciation Rights. The grantee of a share appreciation right shall have the right, subject to the terms of the Plan
and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value
of a Common Share on the date of exercise of the share appreciation right over the Exercise Price of the share appreciation right,
multiplied by (ii) the number of shares with respect to which the share appreciation right is exercised. Each Award Agreement
with respect to a share appreciation right shall set forth the Exercise Price of such Award and, unless otherwise specifically
provided in the Award Agreement, the Exercise Price of a share appreciation right shall equal the Fair Market Value of a Common
Share on the date of grant; provided that in no event may such Exercise Price be less than the greater of (A) the
Fair Market Value of a Common Share on the date of grant and (B) the par value of a Common Share. Payment upon exercise of
a share appreciation right shall be in cash or in Common Shares (valued at their Fair Market Value on the date of exercise of the
share appreciation right) or any combination of both, all as the Administrator shall determine. Repricing of share appreciation
rights granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to
the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval
would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the
Common Shares are then listed, and any action that would be deemed to result in a Repricing of a share appreciation right shall
be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto
is not obtained prior to the effective time of such action. Upon the exercise of a share appreciation right granted in connection
with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the share
appreciation right is exercised. Upon the exercise of an option in connection with which a share appreciation right has been granted,
the number of shares subject to the share appreciation right shall be reduced by the number of shares with respect to which the
option is exercised.


 


(d) Option
Exercise Price. Each Award Agreement with respect to an option shall set forth the Exercise Price of such Award and, unless
otherwise specifically provided in the Award Agreement, the Exercise Price of an option shall equal the Fair Market Value of a
Common Share on the date of grant; provided that in no event may such Exercise Price be less than the greater
of (i) the Fair Market Value of a Common Share on the date of grant and (ii) the par value of a Common Share. Repricing
of options granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences
to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such
approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which
the Common Shares are then listed, and any action that would be deemed to result in a Repricing of an option shall be deemed null
and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained
prior to the effective time of such action.


 


2.3. Exercise of Options and Share Appreciation Rights


 


Subject to the other
provisions of this Article II and the Plan, each option and share appreciation right granted under the Plan shall be exercisable
as follows:


 


(a) Timing
and Extent of Exercise. Options and share appreciation rights shall be exercisable at such times and under such conditions
as determined by the Administrator and set forth in the corresponding Award Agreement, but in no event shall any portion of such
Award be exercisable subsequent to the tenth anniversary of the date on which such Award was granted. Unless the applicable Award
Agreement otherwise provides, an option or share appreciation right may be exercised from time to time as to all or part of the
shares as to which such Award is then exercisable.


 


(b) Notice
of Exercise. An option or share appreciation right shall be exercised by the filing of a written notice with the Company or
the Company’s designated exchange agent (the “Exchange Agent”), on such form and in such manner as the Administrator
shall prescribe.



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(c) Payment
of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased.
Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or
its Exchange Agent) for the full option Exercise Price; (ii) with the consent of the Administrator, which consent shall be
given or withheld in the sole discretion of the Administrator, by delivery of Common Shares having a Fair Market Value (determined
as of the exercise date) equal to all or part of the option Exercise Price and a certified or official bank check (or the equivalent
thereof acceptable to the Company or its Exchange Agent) for any remaining portion of the full option Exercise Price; or (iii) at
the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms
of the Plan, as the Administrator may from time to time prescribe (whether directly or indirectly through the Exchange Agent),
or by any combination of the foregoing payment methods.


 


(d) Delivery
of Certificates Upon Exercise. Subject to Sections 3.2, 3.4 and 3.13, promptly after receiving payment of the full
option Exercise Price, or after receiving notice of the exercise of a share appreciation right for which the Administrator determines
payment will be made partly or entirely in shares, the Company or its Exchange Agent shall (i) deliver to the grantee, or
to such other Person as may then have the right to exercise the Award, a certificate or certificates for the Common Shares for
which the Award has been exercised or, in the case of share appreciation rights, for which the Administrator determines will be
made in shares or (ii) establish an account evidencing ownership of the shares in uncertificated form. If the method of payment
employed upon an option exercise so requires, and if applicable law permits, an optionee may direct the Company or its Exchange
Agent, as the case may be, to deliver the share certificate(s) to the optionee’s stockbroker.


 


(e) No Shareholder
Rights. No grantee of an option or share appreciation right (or other Person having the right to exercise such Award) shall
have any of the rights of a shareholder of the Company with respect to shares subject to such Award until the issuance of a share
certificate to such Person for such shares or an account in the name of the grantee evidences ownership of shares in uncertificated
form. Except as otherwise provided in Section 1.5(c), no adjustment shall be made for dividends, distributions or other rights
(whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the
date such share certificate is issued or the date an account in the name of the grantee evidencing ownership of such shares in
uncertificated form notes receipt of such shares.


 


2.4. Termination of Employment/Service; Death Subsequent
to a Termination of Employment/Service


 


(a) General
Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4
or Section 3.5(b)(iii), a grantee who incurs a termination of employment or consultancy/service relationship with the Company
and its Subsidiaries and Affiliates may exercise any outstanding option or share appreciation right on the following terms and
conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise the Award on the date of
termination of employment or consultancy/service relationship, as applicable; and (ii) exercise must occur within three months
after termination of employment or consultancy/service relationship but in no event after the original expiration date of the Award;
it being understood that then outstanding options and share appreciation rights shall not be affected by a change of employment
or consultancy/service relationship with the Company and its Subsidiaries and Affiliates so long as the grantee continues to be
a director, officer or employee of, or a consultant or service provider to (or a Person employed by or providing services to any
entity that that is itself a consultant or service provider to), the Company or any of its Subsidiaries or Affiliates.


 


(b) Dismissal
“for Cause”. If a grantee incurs a termination of employment or consultancy/service relationship with the Company
and its Subsidiaries and Affiliates “for Cause”, all options and share appreciation rights not theretofore exercised
shall immediately terminate upon such termination of employment or consultancy/service relationship.



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(c) Retirement.
If a grantee incurs a termination of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates
as the result of his or her retirement (as defined below), then any outstanding option or share appreciation right shall, to the
extent exercisable at the time of such retirement, remain exercisable for a period of three years after such retirement; provided that
in no event may such option or share appreciation right be exercised following the original expiration date of the Award. For this
purpose, unless otherwise set forth in the applicable Award Agreement, “retirement” shall mean a grantee’s resignation
of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates, with the Company’s
or its applicable Affiliate’s prior consent, on or after (i) his or her 65th birthday, (ii) the date on which he
or she has attained age 60 and completed at least five years of service with the Company or one or more of its Affiliates
(using any method of calculation the Administrator deems appropriate) or (iii) if approved by the Administrator, on or after
his or her having completed at least 20 years of service with the Company or one or more of its Affiliates (using any method
of calculation the Administrator deems appropriate).


 


(d) Disability.
If a grantee incurs a termination of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates
by reason of a Disability, then any outstanding option or share appreciation right shall, to the extent exercisable at the time
of such termination, remain exercisable for a period of one year after such termination; provided that in no event
may such option or share appreciation right be exercised following the original expiration date of the Award.


 


(e) Death.


 


(i) Termination
of Employment/Service as a Result of Grantee’s Death. If a grantee incurs a termination of employment or consultancy/service
relationship with the Company and its Subsidiaries and Affiliates as the result of his or her death, then any outstanding option
or share appreciation right shall, to the extent exercisable at the time of such death, remain exercisable for a period of one
year after such death; provided that in no event may such option or share appreciation right be exercised following
the original expiration date of the Award.


 


(ii) Restrictions
on Exercise Following Death. Any such exercise of an Award following a grantee’s death shall be made only by the grantee’s
executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s
will specifically disposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition.
If a grantee’s personal representative or the recipient of a specific disposition under the grantee’s will shall be
entitled to exercise any Award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms
and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee.


 


(f) Administrator
Discretion. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.4.


 


2.5. Transferability of Options and Share Appreciation Rights


 


Except as otherwise
specifically provided in this Plan or the applicable Award Agreement evidencing an option or share appreciation right, during the
lifetime of a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award may be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of other than by will or by the laws of descent and distribution.
The Administrator may, in any applicable Award Agreement evidencing an option or share appreciation right, permit a grantee to
transfer all or some of the options or share appreciation rights to (a) the grantee’s spouse, children or grandchildren
(“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members
or the grantee, (c) to an entity wholly owned and controlled by the grantee or (d) other parties approved by the Administrator.
Following any such transfer, any transferred options and share appreciation rights shall continue to be subject to the same terms
and conditions as were applicable immediately prior to the transfer.



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2.6. Grant of Restricted Shares


 


(a) Restricted
Share Grants. The Administrator may grant restricted Common Shares to such Key Persons, in such amounts and subject to such
vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine, subject to the provisions
of the Plan. A grantee of a restricted share Award shall have no rights with respect to such Award unless such grantee accepts
the Award within such period as the Administrator shall specify by accepting delivery of a restricted share Award Agreement in
such form as the Administrator shall determine.


 


(b) Issuance
of Share Certificate. Promptly after a grantee accepts a restricted share Award in accordance with Section 2.6(a), subject
to Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue to the grantee a share certificate or share certificates
for the Common Shares covered by the Award or shall establish an account evidencing ownership of the shares in uncertificated form.
Upon the issuance of such share certificates, or establishment of such account, the grantee shall have the rights of a shareholder
with respect to the restricted shares, subject to: (i) the nontransferability restrictions and forfeiture provisions described
in the Plan (including paragraphs (d) and (e) of this Section 2.6); (ii) in the Administrator’s sole
discretion, a requirement, as set forth in the Award Agreement, that any dividends paid on such shares shall be held in escrow
and, unless otherwise determined by the Administrator, shall remain forfeitable until all restrictions on such shares have lapsed;
and (iii) any other restrictions and conditions contained in the applicable Award Agreement.


 


(c) Custody
of Share Certificate. Unless the Administrator shall otherwise determine, any share certificates issued evidencing restricted
shares shall remain in the possession of the Company (or such other custodian as may be designated by the Administrator) until
such shares are free of any restrictions specified in the applicable Award Agreement. The Administrator may direct that such share
certificates bear a legend setting forth the applicable restrictions on transferability.


 


(d) Nontransferability.
Restricted shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to the lapsing of
all restrictions thereon, except as otherwise specifically provided in this Plan or the applicable Award Agreement. The Administrator
at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals
and other conditions) on which the nontransferability of the restricted shares shall lapse.


 


(e) Consequence
of Termination of Employment/Service. Unless otherwise set forth in the applicable Award Agreement, (i) a termination
of the grantee’s employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates by the
Company or any Subsidiary or Affiliate for Cause or by the grantee for any reason other than his or her death or Disability shall
cause the immediate forfeiture of all restricted shares that have not yet vested as of the date of such termination of employment
or consultancy/service relationship and (ii) if a grantee incurs a termination of employment or consultancy/service relationship
with the Company and its Subsidiaries and Affiliates by the Company or any Subsidiary or Affiliate without Cause or by the grantee
by reason of his or her death or Disability, all restricted shares that have not yet vested as of the date of such termination
shall immediately vest as of such date; it being understood that then outstanding restricted share Awards shall not be affected
by a change of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates so long as the
grantee continues to be a director, officer or employee of, or a consultant or service provider to (or a Person employed by or
providing services to any entity that that is itself a consultant or service provider to), the Company or any of its Subsidiaries
or Affiliates. Unless otherwise determined by the Administrator, all dividends paid on shares forfeited under this Section 2.6(e)
that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement
under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing
provisions of this Section 2.6(e).



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2.7. Grant of Restricted Share Units


 


(a) Restricted
Share Unit Grants. The Administrator may grant restricted share units to such Key Persons, and in such amounts and subject
to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the
provisions of the Plan. A restricted share unit granted under the Plan shall confer upon the grantee a right to receive from the
Company, conditioned upon the occurrence of such vesting event as shall be determined by the Administrator and specified in the
Award Agreement, the number of such grantee’s restricted share units that vest upon the occurrence of such vesting event
multiplied by the Fair Market Value of a Common Share on the date of vesting. Payment upon vesting of a restricted share unit shall
be in cash or in Common Shares (valued at their Fair Market Value on the date of vesting) or both, all as the Administrator shall
determine, and such payments shall be made to the grantee at such time as provided in the Award Agreement, which the Administrator
shall intend to be (i) if Section 409A of the Code is applicable to the grantee, within the period required by Section 409A
such that it qualifies as a “short-term deferral” pursuant to Section 409A and the Treasury Regulations issued
thereunder, unless the Administrator shall provide for deferral of the Award intended to comply with Section 409A, (ii) if
Section 457A of the Code is applicable to the grantee, within the period required by Section 457A(d)(3)(B) such that
it qualifies for the exemption thereunder, or (iii) if Sections 409A and 457A of the Code are not applicable to the grantee,
at such time as determined by the Administrator.


 


(b) Dividend
Equivalents. The Administrator may include in any Award Agreement with respect to a restricted share unit a dividend equivalent
right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is
outstanding and unvested, and/or, if payment of the vested Award is deferred, during the period of such deferral following such
vesting event, on the Common Shares underlying such Award if such shares were then outstanding. In the event such a provision is
included in a Award Agreement, the Administrator shall determine whether such payments shall be (i) paid to the holder of
the Award, as specified in the Award Agreement, either (A) at the same time as the underlying dividends are paid, regardless
of the fact that the restricted share unit has not theretofore vested, (B) at the time at which the Award’s vesting
event occurs, conditioned upon the occurrence of the vesting event, (C) once the Award has vested, at the same time as the
underlying dividends are paid, regardless of the fact that payment of the vested restricted share unit has been deferred, and/or
(D) at the time at which the corresponding vested restricted share units are paid, (ii) made in cash, Common Shares or
other property and (iii) subject to such other vesting and forfeiture provisions and other terms and conditions as the Administrator
shall deem appropriate and as shall be set forth in the Award Agreement.


 


(c) Consequence
of Termination of Employment/Service. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s
termination of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates for any reason
other than death or Disability shall cause the immediate forfeiture of all restricted share units that have not yet vested as of
the date of such termination of employment or consultancy/service relationship and (ii) if a grantee incurs a termination
of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates as the result of his or
her death or Disability, all restricted share units that have not yet vested as of the date of such termination shall immediately
vest as of such date; it being understood that then outstanding restricted share units shall not be affected by a change of employment
or consultancy/service relationship with the Company and its Subsidiaries and Affiliates so long as the grantee continues to be
a director, officer or employee of, or a consultant or service provider to (or a Person employed by or providing services to any
entity that that is itself a consultant or service provider to), the Company or any of its Subsidiaries or Affiliates. Unless otherwise
determined by the Administrator, any dividend equivalent rights on any restricted share units forfeited under this Section 2.7(c)
that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement
under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing
provisions of this Section 2.7(c).



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(d) No Shareholder
Rights. No grantee of a restricted share unit shall have any of the rights of a shareholder of the Company with respect to
such Award unless and until a share certificate is issued with respect to such Award upon the vesting of such Award or an account
in the name of the grantee evidences ownership of restricted shares in uncertificated form (it being understood that the Administrator
shall determine whether to pay any vested restricted share unit in the form of cash or Company shares or both), which issuance
shall be subject to Sections 3.2, 3.4 and 3.13. Except as otherwise provided in Section 1.5(c), no adjustment to any
restricted share unit shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether
in cash, securities or other property) for which the record date is prior to the date such share certificate, if any, is issued
or the date an account in the name of the grantee evidencing ownership of such restricted shares in uncertificated form notes receipt
of such restricted shares.


 


(e) Transferability
of Restricted Share Units. Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing
a restricted share unit, no restricted share unit granted under the Plan may be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of other than by will or by the laws of descent and distribution. The Administrator may, in any applicable
Award Agreement evidencing a restricted share unit, permit a grantee to transfer all or some of the restricted share units to (i) the
grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members
or the grantee, (iii) to an entity wholly owned and controlled by the grantee or (iv) other parties approved by the Administrator.
Following any such transfer, any transferred restricted share units shall continue to be subject to the same terms and conditions
as were applicable immediately prior to the transfer.


 


2.8. Grant of Unrestricted Shares


 


The Administrator
may grant (or sell at a purchase price at least equal to par value) Common Shares free of restrictions under the Plan to such Key
Persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine. Shares may be thus
granted or sold in respect of past services or other valid consideration.


 


2.9. Other Share-Based Awards


 


Subject to the provisions
of the Plan (including, without limitation, Section 3.16), the Administrator shall have the sole and complete authority to
grant to Key Persons other equity-based or equity-related Awards in such amounts and subject to such terms and conditions as the
Administrator shall determine; provided that any such Awards must comply with applicable law and, to the extent
deemed desirable by the Administrator, Rule 16b-3.


 


2.10. Dividend Equivalents


 


Subject to the provisions
of the Plan (including, without limitation, Section 3.16), in the discretion of the Administrator, an Award, other than an
option or share appreciation right, may provide the Award recipient with dividends or dividend equivalents, payable in cash, shares,
other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined
by the Administrator, including, without limitation, payment directly to the Award recipient, withholding of such amounts by the
Company subject to vesting of the Award, or reinvestment in additional shares, restricted shares or other Awards.



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ARTICLE III.


 


Miscellaneous


 


3.1. Amendment of the Plan; Modification of Awards


 


(a) Amendment
of the Plan. The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except
that no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made
under the Plan without the consent of the grantee (or, upon the grantee’s death, the Person having the rights to the Award).
For purposes of this Section 3.1, any action of the Board or the Administrator that in any way alters or affects the tax treatment
of any Award shall not be considered to materially impair any rights of any grantee.


 


(b) Shareholder
Approval Requirement. If (1) required by applicable rules or regulations of a national securities exchange or the SEC,
the Company shall obtain shareholder approval with respect to any amendment to the Plan that (i) expands the types of Awards
available under the Plan, (ii) materially increases the aggregate number of shares which may be issued under the Plan, except
as permitted pursuant to Section 1.5(c), (iii) materially increases the benefits to participants under the Plan, including
any material change to (A) permit, or that has the effect of, a Repricing of any outstanding Award, (B) reduce the price
at which shares or options to purchase shares may be offered or (C) extend the duration of the Plan, or (iv) materially
expands the class of Persons eligible to receive Awards under the Plan, or (2) the Administrator determines that it desires
to retain the ability to grant incentive share options under the Plan thereafter, the Company shall obtain shareholder approval
with respect to any amendment to the Plan that (i) increases the number of shares that may be issued under the Plan in total
or that increases the number of shares that may be issued under the Plan in the form of incentive share options (except as permitted
pursuant to Section 1.5(c)) or (ii) expands the class of Persons eligible to receive incentive share options under the
Plan.


 


(c) Modification
of Awards. The Administrator may cancel any Award under the Plan. The Administrator also may amend any outstanding Award Agreement,
including, without limitation, by amendment which would: (i) accelerate the time or times at which the Award becomes unrestricted,
vested or may be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Award Agreement; or
(iii) waive or amend the operation of Sections 2.4, 2.6(e) or 2.7(c) with respect to the termination of the Award upon
termination of employment or consultancy/service relationship or dismissal from the Board; provided, however,
that no such amendment shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory
requirement applicable to the Award. However, any such cancellation or amendment (other than an amendment pursuant to Section 1.5,
3.5 or 3.16) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding Award
shall be made only with the consent of the grantee (or, upon the grantee’s death, the Person having the right to the Award).
In making any modification to an Award (e.g., an amendment resulting in a direct or indirect reduction in the Exercise Price
or a waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may consider the implications, if any,
of such modification under the Code with respect to incentive share options granted under the Plan and/or Sections 409A and
457A of the Code with respect to Awards granted under the Plan to individuals subject to such provisions of the Code.



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3.2. Consent Requirement


 


(a) No Plan
Action Without Required Consent. If the Administrator shall at any time determine that any Consent (as defined below) is necessary
or desirable as a condition of, or in connection with, the granting of any Award under the Plan, the issuance or purchase of shares
or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter referred to as a “Plan
Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected
or obtained to the full satisfaction of the Administrator.


 


(b) Consent
Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings,
registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule
or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of shares,
or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms of any
such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification
or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental
or other regulatory bodies or any other Person.


 


3.3. Nonassignability


 


Except as provided
in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no Award or right granted to any Person under the Plan or under any Award
Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution and (b) all rights
granted under the Plan or any Award Agreement shall be exercisable during the life of the grantee only by the grantee or the grantee’s
legal representative or the grantee’s permissible successors or assigns (as authorized and determined by the Administrator).
All terms and conditions of the Plan and the applicable Award Agreements will be binding upon any permitted successors or assigns.


 


3.4. Taxes


 


(a) Withholding.
A grantee or other Award holder under the Plan shall be required to pay, in cash, to the Company, and the Company and its Affiliates
shall have the right and are hereby authorized to withhold from any Award, from any payment due or transfer made under any Award
or under the Plan or from any compensation or other amount owing to such grantee or other Award holder, the amount of any applicable
withholding taxes in respect of an Award, its grant, its exercise, its vesting, or any payment or transfer under an Award or under
the Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment
of such taxes. Whenever Common Shares are to be delivered pursuant to an Award under the Plan, with the approval of the Administrator,
which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing condition by electing
to have the Company withhold from delivery shares having a value equal to the amount of minimum tax required to be withheld. Such
shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional
share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares
to be delivered pursuant to an Award as may be approved by the Administrator in its sole discretion.


 


(b) Liability
for Taxes. Grantees and holders of Awards are solely responsible and liable for the satisfaction of all taxes and penalties
that may arise in connection with Awards (including, without limitation, any taxes arising under Sections 409A and 457A of
the Code) and the Company shall not have any obligation to indemnify or otherwise hold any such Person harmless from any or all
of such taxes. The Administrator shall have the discretion to organize any deferral program, to require deferral election forms,
and to grant or, notwithstanding anything to the contrary in the Plan or any Award Agreement, to unilaterally modify any Award
in a manner that (i) conforms with the requirements of Sections 409A and 457A of the Code (to the extent applicable),
(ii) voids any participant election to the extent it would violate Sections 409A or 457A of the Code (to the extent applicable)
and (iii) for any distribution event or election that could be expected to violate Section 409A of the Code, make the
distribution only upon the earliest of the first to occur of a “permissible distribution event” within the meaning
of Section 409A of the Code or a distribution event that the participant elects in accordance with Section 409A of the
Code. The Administrator shall have the sole discretion to interpret the requirements of the Code, including, without limitation,
Sections 409A and 457A, for purposes of the Plan and all Awards.



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3.5. Change in Control


 


(a) Change
in Control Defined. Unless otherwise set forth in the applicable Award Agreement, for purposes of the Plan, “Change in
Control” shall mean the occurrence of any of the following:


 


(i) any “person”
(as defined in Section 13(d)(3) of the 1934 Act), company or other entity acquires “beneficial ownership”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 30% of the aggregate voting power
of the shares ordinarily entitled to elect directors of the Company; provided, however, that no Change in Control
shall have occurred in the event of such an acquisition by (A) the Company, (B) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or an Affiliate, or (C) any company or other entity owned, directly
or indirectly, by 70% or more of the holders of the voting shares ordinarily entitled to elect directors of the Company in substantially
the same proportions as their ownership of the aggregate voting power of the shares ordinarily entitled to elect directors of the
Company immediately prior to such acquisition;


 


(ii) the sale of
all or substantially all the Company’s assets in one or more related transactions to any “person” (as defined
in Section 13(d)(3) of the 1934 Act), company or other entity; provided, however, that no Change in
Control shall have occurred in the event of such a sale (A) to a Subsidiary which does not involve a material change in the
equity holdings of the Company, or (B) to an entity (the “Acquiring Entity”) which has acquired all or substantially
all the Company’s assets if, immediately following such sale, 70% or more of the aggregate voting power of the shares ordinarily
entitled to elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of more than 70% of the aggregate voting power of the shares ordinarily entitled to elect directors of
the Acquiring Entity) is beneficially owned by the holders of the voting shares ordinarily entitled to elect directors of the Company
immediately prior to such sale in substantially the same proportions as the aggregate voting power of the shares ordinarily entitled
to elect directors of the Company immediately prior to such sale;


 


(iii) any merger,
consolidation, reorganization or similar event of the Company or any Subsidiary; provided, however, that
no Change in Control shall have occurred in the event 70% or more of the aggregate voting power of the shares ordinarily entitled
to elect directors of the surviving entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial
ownership of more than 70% of the aggregate voting power of the shares ordinarily entitled to elect directors of the surviving
entity) is beneficially owned by the holders of the voting shares ordinarily entitled to elect directors of the Company immediately
prior to such event in substantially the same proportions as the aggregate voting power of the shares ordinarily entitled to elect
directors of the Company immediately prior to such event;


 


(iv) the approval
by the Company’s shareholders of a plan of complete liquidation or dissolution of the Company; or


 


(v) during any period
of 12 consecutive calendar months, individuals:


 


	 	(A)	who were directors of the Company on the first day of such period, or



 

	 	(B)	whose election or nomination for election to the Board was recommended
    or approved by at least a majority of the directors then still in office who were directors of the Company on the first day
    of such period, or whose election or nomination for election were so approved, shall cease to constitute
a majority of the Board.





 


Notwithstanding the foregoing, unless otherwise
set forth in the applicable Award Agreement, (1) in no event shall a Change in Control be deemed to have occurred in connection
with an initial public offering of Common Shares, and (2) for each Award subject to Section 409A of the Code, a Change
in Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective
control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed
to have occurred under Section 409A of the Code, provided that such limitation shall apply to such Award
only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.



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(b) Effect
of a Change in Control. Unless the Administrator provides otherwise in an Award Agreement, upon the occurrence of a Change
in Control:


 


(i) notwithstanding
any other provision of this Plan, any Award then outstanding shall become fully vested and any forfeiture provisions thereon imposed
pursuant to the Plan and the applicable Award Agreement shall lapse and any Award in the form of an option or share appreciation
right shall be immediately exercisable;


 


(ii) to the extent
permitted by law and not otherwise limited by the terms of the Plan, the Administrator may amend any Award Agreement in such manner
as it deems appropriate;


 


(iii) a grantee who
incurs a termination of employment or consultancy/service relationship for any reason, other than a termination or dismissal “for
Cause”, concurrent with or within one year following the Change in Control may exercise any outstanding option or share appreciation
right, but only to the extent that the grantee was entitled to exercise the Award on the date of his or her termination of employment
or consultancy/service relationship, until the earlier of (A) the original expiration date of the Award and (B) the later
of (x) the date provided for under the terms of Section 2.4 without reference to this Section 3.5(b)(iii) and (y) the
first anniversary of the grantee’s termination of employment or consultancy/service relationship.


 


(c) Miscellaneous.
Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this Section 3.5 may
be made conditional upon the consummation of the applicable Change in Control transaction.


 


3.6. Operation and Conduct of Business


 


Nothing in the Plan
or any Award Agreement shall be construed as limiting or preventing the Company or any Affiliate from taking any action with respect
to the operation and conduct of its business that it deems appropriate or in its best interests, including any or all adjustments,
recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company or any Affiliate, any merger
or consolidation of the Company or any Affiliate, any issuance of Company shares or other securities or subscription rights, any
issuance of bonds, debentures, preferred or prior preference share ahead of or affecting the Common Shares or other securities
or rights thereof, any dissolution or liquidation of the Company or any Affiliate, any sale or transfer of all or any part of the
assets or business of the Company or any Affiliate, or any other corporate act or proceeding, whether of a similar character or
otherwise.


 


3.7. No Rights to Awards


 


No Key Person or other
Person shall have any claim pursuant to the terms of the Plan to be granted any Award under the Plan.


 


3.8. Right of Discharge Reserved


 


Nothing in the Plan
or in any Award Agreement shall confer upon any grantee the right to continue his or her employment with the Company or any Affiliate,
his or her consultancy/service relationship with the Company or any Affiliate, or his or her position as a director of the Company
or any Affiliate, or affect any right that the Company or any Affiliate may have to terminate such employment or consultancy/service
relationship or service as a director. Where an Award is granted or transferred to an entity wholly-owned and controlled by Key
Persons, unless otherwise provided in the Award Agreement, provisions in the Plan and the Award Agreement concerning employment/service
relationships in respect of such Award shall refer to that of the underlying Key Person.



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3.9. Non-Uniform Determinations


 


The Administrator’s
determinations and the treatment of Key Persons and grantees and their beneficiaries under the Plan need not be uniform and may
be made and determined by the Administrator selectively among Persons who receive, or who are eligible to receive, Awards under
the Plan (whether or not such Persons are similarly situated). Without limiting the generality of the foregoing, the Administrator
shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective
Award Agreements, as to (a) the Persons to receive Awards under the Plan, (b) the types of Awards granted under the Plan,
(c) the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated
with respect to, Awards and (d) the terms and conditions of Awards.


 


3.10. Other Payments or Awards


 


Nothing contained
in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any Person under any
other plan, arrangement or understanding, whether now existing or hereafter in effect.


 


3.11. Headings


 


Any section, subsection,
paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand,
limit or otherwise define the contents of such section, subsection, paragraph or subdivision.


 


3.12. Effective Date and Term of Plan


 


(a) Adoption;
Shareholder Approval. The Plan was adopted by the Board on ●, 2014, and approved by the Company’s shareholders
on ●, 2014. The Board may, but need not, make the granting of any Awards under the Plan subject to the approval of the Company’s
shareholders.


 


(b) Termination
of Plan. The Board may terminate the Plan at any time. All Awards made under the Plan prior to its termination shall remain
in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable
Award Agreements. No Awards may be granted under the Plan following the tenth anniversary of the date on which the Plan was adopted
by the Board.



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3.13. Restriction on Issuance of Shares Pursuant to Awards


 


The Company shall
not permit any Common Shares to be issued pursuant to Awards granted under the Plan unless such Common Shares are fully paid and
non-assessable under applicable law. Notwithstanding anything to the contrary in the Plan or any Award Agreement, at the time of
the exercise of any Award, at the time of vesting of any Award, at the time of payment of Common Shares in exchange for, or in
cancellation of, any Award, or at the time of grant of any unrestricted shares under the Plan, the Company and the Administrator
may, if either shall deem it necessary or advisable for any reason, require the holder of an Award (a) to represent in writing
to the Company that it is the Award holder’s then-intention to acquire the shares with respect to which the Award is granted
for investment and not with a view to the distribution thereof or (b) to postpone the date of exercise until such time as
the Company has available for delivery to the Award holder a prospectus meeting the requirements of all applicable securities laws;
and no shares shall be issued or transferred in connection with any Award unless and until all legal requirements applicable to
the issuance or transfer of such shares have been complied with to the satisfaction of the Company and the Administrator. The Company
and the Administrator shall have the right to condition any issuance of shares to any Award holder hereunder on such Person’s
undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as the Company or the Administrator
shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and all share
certificates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Company or the
Administrator may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements
of the SEC, any stock exchange upon which such shares are listed, and any applicable securities or other laws, and certificates
representing such shares may contain a legend to reflect any such restrictions. The Administrator may refuse to issue or transfer
any shares or other consideration under an Award if it determines that the issuance or transfer of such shares or other consideration
might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the 1934 Act,
and any payment tendered to the Company by a grantee or other Award holder in connection with the exercise of such Award shall
be promptly refunded to the relevant grantee or other Award holder. Without limiting the generality of the foregoing, no Award
granted under the Plan shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding,
unless and until the Administrator has determined that any such offer, if made, would be in compliance with all applicable requirements
of any applicable securities laws.


 


3.14. Requirement of Notification of Election Under Section 83(b)
of the Code or Upon Disqualifying Disposition Under Section 421(b) of the Code


 


(a) Notification
of Election Under Section 83(b) of the Code. If an Award recipient, in connection with the acquisition of Company shares
under the Plan, makes an election under Section 83(b) of the Code (to include in gross income in the year of transfer the
amounts specified in Section 83(b) of the Code), the grantee shall notify the Administrator of such election within ten days
of filing notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required
pursuant to regulations issued under Section 83(b) of the Code.


 


(b) Notification
of Disqualifying Disposition of Incentive Share Options. If an Award recipient shall make any disposition of Company shares
delivered pursuant to the exercise of an incentive share option under the circumstances described in Section 421(b) of the
Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the grantee shall notify the Company
of such disposition within ten days thereof.



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3.15. Severability


 


If any provision of
the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person
or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such provision shall
be construed or deemed amended to conform to the applicable laws or, if it cannot be construed or deemed amended without, in the
determination of the Administrator, materially altering the intent of the Plan or the Award, such provision shall be stricken as
to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.


 


3.16. Sections 409A and 457A


 


To the extent applicable,
the Plan and Award Agreements shall be interpreted in accordance with Sections 409A and 457A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or any applicable
Award Agreement to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A
or 457A of the Code, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that
the Administrator determines are necessary or appropriate to (i) exempt the Plan and Award from Sections 409A and 457A
of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Sections 409A and 457A of the Code and related Department of Treasury guidance and thereby avoid
the application of penalty taxes under Sections 409A and 457A of the Code.


 


3.17. Forfeiture; Clawback


 


The Administrator
may, in its sole discretion, specify in the applicable Award Agreement that any realized gain with respect to options or share
appreciation rights and any realized value with respect to other Awards shall be subject to forfeiture or clawback, in the event
of (a) a grantee’s breach of any non-competition, non-solicitation, confidentiality or other restrictive covenants with
respect to the Company or any Affiliate, (b) a grantee’s material breach of any employment or consulting agreement with
the Company or any Affiliate, (c) a grantee’s termination for Cause or (d) a financial restatement that reduces
the amount of compensation under the Plan previously awarded to a grantee that would have been earned had results been properly
reported.


 


3.18. No Trust or Fund Created


 


Neither the Plan nor
any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company
or any Affiliate and an Award recipient or any other Person. To the extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or its Affiliate.


 


3.19. No Fractional Shares


 


No fractional shares
shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash, other securities,
or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.


 


3.20. Governing Law


 


The Plan will be construed
and administered in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.


 




 



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