Amended and Restated Fresh Del Monte Produce Inc. 1999 Share Incentive Plan



 EXHIBIT 10.1 
 FRESH DEL MONTE PRODUCE INC. 
 1999 SHARE INCENTIVE PLAN 
 EFFECTIVE AS OF MAY 11, 1999 
 (AS AMENDED)








 EXHIBIT 10.1 
  

	 	1.	Purpose of the Plan 

 This Fresh Del Monte Produce
Inc. 1999 Share Incentive Plan is intended to promote the interests of the Company by providing the non-employee directors of FDMP and the employees of the Company, who are largely responsible for the management, growth and protection of the
business of the Company, with incentives and rewards to encourage them to continue with the Company and by attracting personnel with experience and ability to the Company. 
  

	 	2.	Definitions 

 As used in the Plan, the following
definitions apply to the terms indicated below: 
 (a) “Board” shall mean the Board of Directors of FDMP or any committee appointed
by the Board of Directors of FDMP to the extent any or all of the powers of the Board hereunder are delegated to such committee. 
 (b)
“Cause,” when used in connection with the termination of a Participant’s employment with the Company, shall mean (i) the willful failure of the Participant to perform substantially the Participant’s duties with the Company
(other than any such failure resulting from incapacity due to physical or mental illness) that has a material adverse effect on the Company or a Substantial Subsidiary; (ii) gross misconduct materially injurious to the Company or a Substantial
Subsidiary; or (iii) the conviction of the Participant of a felony or other serious crime involving moral turpitude. “Cause,” when used in connection with the termination of a Participant’s membership on the Board of Directors of
FDMP, shall mean removal for cause in accordance with applicable law or otherwise in accordance with the provisions contained in the Articles of Association of FDMP. 
 (c) “Change of Control” shall mean the occurrence of one or more of the following events: 
 (i)
with respect to all Participants, any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or, with respect to a Participant employed by a
Substantial Subsidiary, of such Substantial Subsidiary, to any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof (a
“Person”) or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates (as defined below) thereof other than to the members of the Abu-Ghazaleh family, or any
entities controlled by such members or any Affiliates of such entities (together, the “Abu-Ghazaleh Group”); 
 (ii) with respect
to all Participants, the approval by the holders of any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of share capital, including each class of shares and preferred shares (together,
“Shares”), of the Company of any plan or proposal for the liquidation or dissolution of the Company; 
  

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 (iii) (A) with respect to all Participants, any Person or Group (other than the Abu-Ghazaleh Group
or any member thereof) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Shares (the “Voting
Shares”) of the Company, or, with respect to a Participant employed by a Substantial Subsidiary, of such Substantial Subsidiary, and (B) the Abu-Ghazaleh Group shall beneficially own, directly or indirectly, in the aggregate a lesser
percentage of the Voting Shares of the Company or such Substantial Subsidiary, as the case may be, than such other Person or Group; or 
 (iv) with respect to all Participants, the replacement of a majority of the Board of Directors of FDMP over a two-year period from the directors who constituted the Board of Directors of FDMP at the beginning of such period, and such
replacement shall not have been approved by a vote of at least a majority of the Board of Directors of FDMP then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such
Board of Directors was previously so approved or who were nominated by, or designees of, the Abu-Ghazaleh Group. 
 For purposes of this
Section 2(c), “Affiliate” shall mean, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified
Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” or “controlled” have meanings correlative of the foregoing. 
 (d)
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 
 (e) “Company” shall mean FDMP and
its subsidiaries. 
 (f) “Disability” shall mean a physical or mental condition entitling a Participant to benefits under the
long-term disability policy maintained by the Company and applicable to him. A Participant’s employment shall be deemed to have terminated as a result of Disability on the date as of which he is first entitled to receive disability benefits
under such policy. With respect to any Participant who is a non-employee director of FDMP, “Disability,” when used in connection with the termination of a Participant’s membership on the Board of Directors of FDMP, shall mean removal
for disability in accordance with applicable law or otherwise in accordance with the provisions contained in the Articles of Association of FDMP. 
 (g) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
 (h) “Fair Market Value” shall
mean, as of any date, (i) the average of the high and low sales prices on such day of an Ordinary Share as reported on the principal securities exchange on which Ordinary Shares are then listed or admitted to trading or (ii) if not so
reported, the average of the closing bid and ask prices on such day as reported on the National Association of Securities 

  

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Dealers Automated Quotation System or (iii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc.
selected by the Board. The Fair Market Value of an Ordinary Share as of any such date on which the applicable exchange or inter-dealer quotation system through which trading in the Ordinary Shares regularly occurs is closed shall be the Fair Market
Value determined pursuant to the preceding sentence as of the immediately preceding date on which such exchange or system is open for trading. In the event that the price of an Ordinary Share shall not be so reported or furnished, the Fair Market
Value shall be determined by the Board in good faith. 
 (i) “FDMP” shall mean Fresh Del Monte Produce Inc., a Cayman Islands
company. 
 (j) “ISO” shall mean an Option that is intended to qualify as an “incentive stock option” within the meaning
of Section 422 of the Code. 
 (k) “Option” shall mean an option to purchase Ordinary Shares granted pursuant to
Section 7 hereof. 
 (l) “Ordinary Shares” shall mean the Ordinary Shares of FDMP, $.01 par value per share. 
 (m) “Participant” shall mean either (i) an employee of the Company or (ii) a non-employee director of FDMP, in either case, who is
eligible to participate in the Plan and to whom an Option is granted pursuant to the Plan, and upon his death, his successors, heirs, executors and administrators, as the case may be. 
 (n) “Plan” shall mean this Fresh Del Monte Produce Inc. 1999 Share Incentive Plan, as it may be amended from time to time. 
 (o) “Substantial Subsidiary” shall mean Del Monte Fresh Produce Company, Del Monte Fresh Produce N.A., Inc., Del Monte Fresh Produce
International, Inc., Compañia de Desarrollo Bananero de Guatemala, S.A., Corporacion de Desarrollo Agricola Del Monte S.A., Del Monte Fresh Produce (Chile) S.A., and such other subsidiaries of FDMP as the Board may from time to time
determine. 
 (p) “Transfer” shall mean any transfer, sale, assignment, gift, testamentary transfer, pledge, hypothecation or other
disposition of any interest. “Transferee,” “Transferor” and “Transferable” shall have correlative meanings. 
  

	 	3.	Shares Subject to the Plan 

 Subject to adjustment
as provided in Section 8 hereof, the Board may grant Options to Participants with respect to 9,000,000 Ordinary Shares. To the extent that Options granted under the Plan are exercised, the shares covered thereby will be unavailable for future
grants under the Plan. In the event that any outstanding Option expires, terminates or is cancelled for any 

  

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reason, the Ordinary Shares subject to the unexercised portion of such Option shall again be available for grants under the Plan. Subject to adjustment as
provided in Section 8 hereof, no Participant in the Plan may be granted Options with respect to more than an aggregate of 2,000,000 Ordinary Shares. To the extent that Options expire, terminate or are cancelled without having been exercised,
the shares underlying such Options shall continue to count against the maximum aggregate number of Ordinary Shares with respect to which Options may be granted to a Participant. 
  

	 	4.	Administration of the Plan 

 The Plan shall be
administered by the Board. The Board shall from time to time designate the key employees of the Company and the non-employee directors of FDMP who shall be granted Options, the number of shares subject to each Option and the terms and conditions on
which each Option shall be granted. 
 The Board shall have full authority to administer the Plan, including authority to interpret and
construe any provision of the Plan and the terms of any Option issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary. Decisions of the Board shall be final and binding on all parties and all
decisions, determinations, selections and other actions permitted or required to be taken or made by the Board with respect to the Plan shall be subject to the absolute discretion of the Board. 
 The Board may, in its absolute discretion, accelerate the date on which any Option granted under the Plan becomes exercisable or extend the term of any
Option to a date not more than ten (10) years from the date such Option was granted. 
 Except as expressly provided in Section 8
hereof, the Company may not take any action to adjust the exercise price of any Options once they have been granted in accordance with Section 7 hereof below. 
 Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Board. 
 No member of the Board shall be liable for any action, omission, or determination relating to the Plan, and the Company shall indemnify and hold harmless
each member of the Board and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the Board) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such
member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. 
  

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	 	5.	Eligibility 

 The persons who shall be eligible to
receive Options pursuant to the Plan shall be such employees of the Company who are largely responsible for the management, growth and protection of the business of the Company and such non-employee directors of FDMP as the Board shall select from
time to time. 
  

	 	6.	Grant of Options 

 Prior to May 31, 2004, the
Board shall grant Options with respect to a number of Ordinary Shares no less than the total number of Ordinary Shares initially authorized under the Plan, subject to adjustment as provided in Section 8 hereof. 
  

	 	7.	Options 

 Each Option granted pursuant to the Plan
shall be evidenced by an agreement in the form attached hereto as Exhibit A or B, as appropriate, or such other form as the Board shall from time to time approve. Options shall comply with and be subject to the following terms and conditions:

  

	 	(a)	Identification of Options 

 All Options shall be
clearly identified in the agreement evidencing their grant either as non-qualified share options that are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code or as ISOs. 
  

	 	(b)	Exercise Price 

 The exercise price per share of any
Option granted under the Plan shall be the Fair Market Value of an Ordinary Share on the date on which such Option is granted. 
  

	 	(c)	Term of Options 

 Each Option shall become
exercisable with respect to twenty percent (20%) of the number of Ordinary Shares initially subject to such Option on the date on which it is granted and with respect to an additional twenty percent (20%) of the number of such shares on
each of the next four anniversaries of such date; provided, however, that no Option shall be exercisable after the expiration of ten (10) years from the date such Option is granted; and provided, further, that each
Option shall be subject to earlier expiration, termination, cancellation or exercisability as provided in the Plan. 
  

	 	(d)	Effect of Termination of Employment or Board Membership 

 (i) In the event that a Participant’s employment with the Company is terminated by the Company for Cause or a Participant’s membership on the Board of Directors of FDMP is terminated for Cause, (A) Options granted to such
Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the expiration of thirty (30) days after 

  

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such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at the time
of such termination, shall expire at the close of business on the date of such termination; provided, however, that no Option shall be exercisable after the expiration of its term. 
 (ii) In the event that a Participant’s employment with the Company is terminated by the Company without Cause or a Participant’s membership on
the Board of Directors of FDMP is terminated without Cause (including by reason of the Participant losing an election for a position on such Board or failing to be nominated for re-election upon the expiration of his term), (A) Options granted
to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the expiration of ninety (90) days after such termination, on which date they shall expire, and (B) Options
granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall vest and become immediately exercisable on the date of such termination and shall remain exercisable until the expiration of ninety
(90) days after such termination, on which date they shall expire; provided, however, that no Option shall be exercisable after the expiration of its term. 
 (iii) In the event that a Participant’s employment with the Company terminates (other than on account of a termination by the Company or Disability
or death of the Participant) or a Participant’s membership on the Board of Directors of FDMP terminates (other than on account of a termination for Cause or without Cause or Disability or death of the Participant, but including by reason of the
Participant failing to seek re-election to such Board), (A) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the expiration of ninety (90) days
after such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such
termination; provided, however, that no Option shall be exercisable after the expiration of its term. 
 (iv) In the event that
a Participant’s employment with the Company or a Participant’s membership on the Board of Directors of FDMP terminates on account of Disability or death of the Participant, (A) Options granted to such Participant, to the extent that
they were exercisable at the time of such termination, shall remain exercisable until the expiration of one (1) year after such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that
they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination; provided, however, that no Option shall be exercisable after the expiration of its term. 
  

	 	(e)	Certain Terms and Conditions 

 (i) Each Option shall
be exercisable in whole or in part; provided, that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000; and provided, further, that no fractional Ordinary Shares shall be issued
under the Plan. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof. Upon the 

  

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partial exercise of an Option, the agreement evidencing such Option, marked with any notations deemed appropriate by the Board, shall be returned to the
Participant exercising such Option. 
 (ii) An Option shall be exercised by delivering notice to FDMP’s principal office, to the
attention of its Securities Compliance Officer, no less than three (3) business days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by the agreement evidencing the Option, shall specify the number of
Ordinary Shares with respect to which the Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant. The Participant may withdraw such notice at any time prior to the close of business on the
business day immediately preceding the effective date of the proposed exercise. Payment for Ordinary Shares purchased upon the exercise of an Option shall be made on the effective date of such exercise in cash, by certified check, bank
cashier’s check or wire transfer, or, to the extent permitted by the Board, by tender to FDMP of Ordinary Shares already owned by the Participant, which shares shall be valued at Fair Market Value on the effective date of the proposed exercise.
Notwithstanding any provision of this Section 7(e)(ii), the Board may authorize deviations from the procedures set forth herein in order to enable Participants to engage in “cashless exercise” transactions through securities brokers
and/or the transfer agent for the Ordinary Shares. 
 (iii) Certificates for Ordinary Shares purchased upon the exercise of an Option shall
be issued in the name of the Participant and delivered to the Participant or, at the Board’s discretion, issued and delivered to or on behalf of a book-entry depository with appropriate instructions to credit an account of the Participant as
soon as practicable following the effective date on which the Option is exercised. 
 (iv) During the lifetime of a Participant, each Option
granted to him shall be exercisable only by him. No Option shall be Transferable otherwise than by will or by the laws of descent and distribution. 
  

	 	(f)	Certain Terms Applicable to ISOs 

 (i) The aggregate
Fair Market Value of Ordinary Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year under the Plan and any other share option plan of FDMP or any “subsidiary corporation” (within the
meaning of Section 424(f) of the Code) shall not exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such ISO is granted. In the event that such aggregate Fair Market Value exceeds $100,000, then ISOs
granted hereunder to such Participant shall, to the extent of such excess and in the order in which they were granted, automatically be deemed not to be ISOs, but all other terms and provisions of such ISOs shall remain unchanged. 
 (ii) No ISO may be granted to an individual if, at the time of the proposed grant, such individual owns shares possessing more than ten percent of the
total combined voting power of all classes of shares of FDMP or any of its “subsidiary corporations” (within the meaning of Section 424(f) of the Code), unless (A) the exercise price of such ISO is at least one hundred and ten
percent of the Fair Market Value of an Ordinary Share at the time such ISO is granted and (B) such ISO is not exercisable after the expiration of five (5) years from the date such ISO is granted. 
  

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 (iii) No ISO may be granted to a Participant who is a non-employee director of FDMP. 
  

	 	(g)	Consequences Upon Certain Transactions 

 Upon the
occurrence of a Change of Control with respect to a Participant, all outstanding Options of such Participant shall vest and become immediately exercisable and shall remain exercisable until their expiration, termination or cancellation pursuant to
the terms of the Plan. 
 (i) In connection with such vesting upon a Change of Control, if it is determined that any payment or benefit
provided by the Company or one of its Substantial Subsidiaries or any other person to or for the benefit of a Participant (whether paid or payable or provided or providable pursuant to the terms of this Plan or otherwise except with respect to any
stock options granted under the Company’s 1997 Share Incentive Plan prior to the effective date hereof) (a “Payment”) would be subject to an excise tax imposed by Sections 280G or 4999 or any similar provisions of the Code, or any
interest or penalties are incurred by the Participant with respect to such excise tax (such excise tax, together with any interest and penalties, hereinafter the “Excise Tax”), then the Company or any Significant Subsidiary shall pay to or
on behalf of the Participant an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest or penalties imposed with respect thereto) and Excise Tax imposed on the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

 (ii) All determinations required to be made under this Section 7(g), including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent public accounting firm with a national reputation in the United States that is selected by the Company (the
“Accounting Firm”) which shall provide detailed support and calculations both to the Participant and to the Company within fifteen (15) business days after the receipt of notice from the Company that there has been a Payment. The
amount of any Gross-Up Payment shall be paid in a lump sum within seven (7) days following such determination by the Accounting Firm. In the event that the Accounting Firm’s determination is not finally accepted by the Internal Revenue
Service (the “IRS’) upon any audit, then an appropriate adjustment, including penalties and interest, if any, shall be computed (with an additional Gross-Up Payment, if applicable) by the Accounting Firm based upon the final amount of the
Excise Tax so determined. Such adjustment shall be paid by the appropriate party in a lump sum within seven (7) days following the computation of such adjustment by the Accounting Firm. All fees and expenses of the Accounting Firm shall be
borne solely by the Company. 
  

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 (iii) A Participant and the Company shall each provide their reasonable cooperation to one another in
connection with an IRS audit or inquiry of or to either party in connection with any Payment or Excise Tax due or Gross-Up Payment made in connection herewith. 
  

	 	(h)	Internal Revenue Code Section 409A 

 Unless
otherwise specifically determined by the Board, other provisions of the Plan notwithstanding, the terms of any Option, including any authority of the Company and rights of a Participant with respect to the Option, shall be limited to those terms
permitted under Section 409A of the Code and any regulations promulgated thereunder, including any successor provisions and regulations, and including any applicable guidance or pronouncement of the Department of the Treasury and Internal
Revenue Service (collectively, “Code Section 409A”), and any terms not permitted under Code Section 409A shall be automatically modified and limited to the extent necessary to conform with Code Section 409A; provided,
that for purposes of the foregoing, references to a term or event (including any authority or right of the Company or a Participant) being “permitted” under Code Section 409A mean that the term or event will not cause the Option
to be treated as subject to Code Section 409A. 
  

	 	8.	Adjustment Upon Changes in Ordinary Shares 

 (a)
Subject to any required action by the shareholders of FDMP, in the event of any increase or decrease in the number of issued Ordinary Shares resulting from a subdivision or consolidation of Ordinary Shares or the payment of a share dividend (but
only on the Ordinary Shares), or any other increase or decrease in the number of such shares effected by FDMP without receipt or payment of consideration, (i) the Board shall proportionally adjust the maximum aggregate number of Ordinary Shares
with respect to which the Board may grant Options, including the maximum aggregate which may be granted to any individual and (ii) the Board shall proportionally adjust the number of Ordinary Shares subject to each outstanding Option and the
exercise price per Ordinary Share of each such Option. 
 (b) Subject to any required action by the shareholders of FDMP, in the event that
FDMP shall be the surviving company in any merger or consolidation (except a merger or consolidation as a result of which the holders of Ordinary Shares receive securities of another corporation), each Option outstanding on the date of such merger
or consolidation shall pertain to and apply to the securities which a holder of the number of Ordinary Shares subject to such Option would have received in such merger or consolidation. 
 (c) In the event of a dissolution or liquidation of FDMP, a sale of all or substantially all of FDMP’s assets, a merger or consolidation involving
FDMP in which FDMP is not the surviving company, a merger or consolidation involving FDMP in which FDMP is the surviving company but the holders of Ordinary Shares receive securities of another company or corporation and/or other property, including
cash, or any other similar transaction, the Board shall have the power to: 
 (i) cancel, effective immediately prior to the occurrence of
such event, each Option outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Option was granted an amount in cash, for each Ordinary Share
subject to such Option, equal to the excess of (A) the value, as determined by the Board in good faith, of the property (including cash) received by the holder of an Ordinary Share as a result of such event over (B) the exercise price of
such Option; or 
  

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 (ii) permit Participants to exercise their Options and participate in such transaction on a basis no less
favorable than that afforded other owners of Ordinary Shares. 
 (d) Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of any class of shares, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger or consolidation of FDMP or any other
company or corporation. Except as expressly provided in the Plan, no issue by FDMP of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number of Ordinary Shares which may be subject to Options pursuant to the Plan or which are subject to an Option or the exercise price of any Option. In the event of any change in the capitalization of FDMP or corporate change other than those
specifically referred to herein, the Board will make such adjustments in the number and class of shares which may be granted under the Plan or which are subject to Options outstanding on the date on which such change occurs and in the per share
exercise price of each such Option as the Board may consider necessary or appropriate. 
  

	 	9.	Securities Matters 

 FDMP shall be under no
obligation to effect the registration pursuant to the Securities Act of 1933, as amended, of any Ordinary Shares to be issued hereunder or to effect similar compliance under any state laws or any laws of the Cayman Islands. Notwithstanding anything
herein to the contrary, FDMP shall not be obligated to cause to be issued or delivered any certificates evidencing Ordinary Shares pursuant to the Plan unless and until FDMP is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Ordinary Shares are traded. The Board may require, as a condition of the issue and delivery of
certificates evidencing Ordinary Shares pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Board deems necessary or desirable.

  

	 	10.	Rights as a Shareholder 

 No person shall have any
rights as a shareholder with respect to any Ordinary Shares covered by or relating to any Option granted pursuant to the Plan until the date of issue of such Ordinary Shares which shall be the date the Ordinary Shares are recorded as issued on the
register of members of FDMP. Except as otherwise expressly provided in Section 8 hereof, no adjustment to any Option shall be made for dividends or other rights for which the record date occurs prior to the date of issue of such Ordinary
Shares. 
  

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	 	11.	No Special Rights; No Right to Option 

 (a) Nothing
contained in the Plan or any Option shall confer upon any Participant any right with respect to the continuation of his employment by the Company or his membership on the Board of Directors of FDMP or interfere in any way with the right of the
Board, the Company or the holders of the Ordinary Shares at any time to terminate such employment or such membership or to increase or decrease the compensation of the Participant from the rate in effect at the time of the grant of an Option.

 (b) No person shall have any claim or right to receive an Option hereunder. The Board’s granting of an Option to a Participant at any
time shall neither require the Board to grant an Option to such Participant or any other Participant or other person at any time nor preclude the Board from making subsequent grants to such Participant or any other Participant or other person.

  

	 	12.	Withholding Taxes 

  

	 	(a)	Cash Remittance 

 Whenever Ordinary Shares are to be
issued upon the exercise of an Option, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such
exercise. In addition, upon the making of any cash payment pursuant to the Plan, the Company shall have the right to withhold from such payment an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise. 
  

	 	(b)	Share Remittance or Withholding 

 At the election of
the Participant, to the extent permitted by the Board, when Ordinary Shares are to be issued upon the exercise of an Option, the Participant may tender to FDMP a number of Ordinary Shares previously owned by him, or direct the Company to withhold a
number of Ordinary Shares, the Fair Market Value of which as of the exercise date the Board determines to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise and not greater than
the Participant’s estimated total federal, state and local tax obligations associated with such exercise. Such election shall satisfy the Participant’s obligations under Section 12(a) hereof. 
  

	 	13.	Termination and Amendment of the Plan 

 (a) The
right to grant Options under the Plan will terminate on March 16, 2014. The Board of Directors of FDMP may at any time suspend or terminate the Plan or revise or amend it in any respect whatsoever, provided that no such action
will, without the consent of a Participant, adversely affect a Participant’s rights under previously granted Options. 
  

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 (b) Notwithstanding the foregoing, upon the termination of the Plan, each Option outstanding at the time
of such termination, if any, shall expire and be cancelled and, in consideration therefor, the Participant to whom each such Option was granted shall be entitled to a payment in cash, equal to the product of (i) the excess, if any, of
(A) the Fair Market Value of an Ordinary Share as of the date of such termination over (B) the per share exercise price of the Option and (ii) the number of shares subject to the Option on the date of such termination. Each such
Option the per share exercise price of which equals or exceeds the Fair Market Value of an Ordinary Share as of the date of such termination shall automatically expire and be cancelled on such date without any payment therefor. 
  

	 	14.	Transfers Upon Death 

 Upon the death of a
Participant, outstanding Options granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws
of descent and distribution. No Transfer by will or the laws of descent and distribution of any Option or the right to exercise any Option shall be effective to bind the Company unless the Board shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Board may deem necessary to establish the validity of the Transfer and (b) an agreement by the Transferee to comply with all the terms and conditions of the Option and the Plan
that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Option. 
 Except as provided in this Section 14, no Option under the Plan shall be Transferable. 
  

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	 	15.	No Obligation to Exercise 

 The grant to a
Participant of an Option shall impose no obligation upon such Participant to exercise such Option. 
  

	 	16.	Expenses and Receipts 

 The expenses of the Plan
shall be paid by the Company. Any proceeds received by the Company in connection with any Option will be used for general corporate purposes. 
  

	 	17.	Failure to Comply 

 In addition to the remedies of
the Company elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or the agreement executed by such Participant evidencing an Option, unless such failure is remedied by such Participant
within ten (10) days after having been notified of such failure by the Board, shall be grounds for the cancellation and forfeiture of such Option, in whole or in part, as the Board, in its absolute discretion, may determine. 
  

	 	18.	Applicable Law 

 The Plan will be administered in
accordance with the laws of the State of New York, without reference to its principles of conflicts of law. 
  

	 	19.	Effective Date of Plan 

 The Plan shall become
effective upon approval of the Plan by the shareholders of FDMP. 
  

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