Exhibit 10.8





 


WEATHERFORD INTERNATIONAL PLC


2019 EQUITY INCENTIVE PLAN


 


	1.	Purpose of the Plan



 


The Plan is intended
to advance the best interests of the Company, its Affiliates and its shareholders by providing those persons whose substantial
contributions are essential to the continued growth and profitability of the Company and its Affiliates with additional performance
incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue
in their Employment or affiliation with the Company or its Affiliates.


 


	2.	Definitions



 


The following capitalized
terms used in the Plan have the respective meanings set forth in this Section 2, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.


 


(a)           Act : the Companies Act 2014 of Ireland, as amended.


 


(b)           Affiliate
: With respect to the Company, any Person directly or indirectly controlling, controlled by, or under common control with,
the Company or any other Person designated by the Committee in which the Company or an Affiliate has an interest. The Committee
shall have the authority to determine the time or times at which “Affiliate” status is determined within the foregoing
definition.


 


(c)           Applicable
Accounting Standards : Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards
or such other accounting principles or standards as may apply to the Company’s financial statements under United States
federal securities laws from time to time.


 


(d)          Applicable
Laws : The requirements relating to the administration of equity-based and cash-based awards, as applicable, and the related
issuance of Shares under U.S. state corporate laws, U.S. federal and state and Irish or other non-U.S. corporate and securities
laws, the Code or other applicable tax laws, any stock exchange or quotation system on which the Shares are listed or quoted and
the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(e)           Associate
: With respect to a specified Person, means:


 


(i)            any company, corporation, partnership, or other organization of which such specified Person is an officer or partner;


 


(ii)           any trust or other estate in which such specified Person has a substantial beneficial interest or as to which such specified
Person serves as trustee or in a similar fiduciary capacity;


 


(iii)          any
relative or spouse of such specified Person, or any relative of such spouse who has the same home as such specified Person, or
who is a director or officer of the Company or any of its Subsidiaries; and


 


(iv)          any
Person who is a director, officer, or partner of such specified Person or of any company (other than the Company or any wholly-owned
Subsidiary), corporation, partnership or other entity which is an Affiliate of such specified person.


 






     


     


    




 


(f)            Award
: An Option, Restricted Share, Restricted Share Unit, Share Appreciation Right, Other Share-Based Award or Performance-Based
Award granted pursuant to the Plan.


 


(g)           Award
Agreement : Any written agreement, contract, or other instrument or document evidencing the terms and conditions of an Award,
including through electronic medium.


 


(h)           Beneficial
Owner : A “beneficial owner”, as such term is defined in Rule 13d-3 under the Exchange Act provided that any Person
that has the right to acquire any of the Company’s outstanding securities entitled to vote generally in election of directors
at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding
or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed the Beneficial Owner of such securities.


 


(i)            Benefit Plans : All employee benefit and compensation plans, agreements, arrangements, programs, policies, practices,
contracts or agreements of the Company and its Affiliates.


 


(j)            Board : The Board of Directors of the Company.


 


(k)           Change in Control : The date any event set forth in any one of the following paragraphs shall have occurred:


 


(i)            any
Person (other than Permitted Holders) is or becomes the Beneficial Owner, directly or indirectly, of 30% or more of either (A)
the then outstanding Shares of the Company (the “Outstanding Ordinary Shares”) or (B) the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Voting Securities”), excluding any Person who becomes such a Beneficial Owner in connection with a transaction that
complies with clauses (A), (B) and (C) of paragraph (iii) below;


 


(ii)           individuals, who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to
the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at
least 2/3rds of the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or any other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board;


 


(iii)          the consummation of an acquisition, reorganization, reincorporation, redomestication, merger, amalgamation, consolidation,
plan or scheme of arrangement, exchange offer, business combination or similar transaction of the Company or any of its Subsidiaries
or the sale, transfer or other disposition of all or substantially all of the Company’s Assets (any of which, a “Corporate
Transaction”), unless, following such Corporate Transaction or series of related Corporate Transactions, as the case
may be, (A) all of the Persons who were the Beneficial Owners, respectively, of the Outstanding Ordinary Shares and Outstanding
Voting Securities immediately prior to such Corporate Transaction own or beneficially own, directly or indirectly, more than 50%
of, respectively, the Outstanding Ordinary Shares and the combined voting power of the Outstanding Voting Securities entitled to
vote generally in the election of directors (or other governing body), as the case may be, of the Entity resulting from such Corporate
Transaction (including, without limitation, an Entity (including any new parent Entity) which as a result of such transaction owns
the Company or all or substantially all of the Company’s Assets either directly or through one or more Subsidiaries or other
Entities) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding
Ordinary Shares and the Outstanding Voting Securities, as the case
may be, (B) no Person (other than Permitted Holders)(excluding any Entity resulting from such Corporate Transaction or any Benefit
Plan (or related trust) of the Company or such Entity resulting from such Corporate Transaction) beneficially owns, directly or
indirectly, 30% or more of, respectively, the then outstanding common shares of the Entity resulting from such Corporate Transaction
or the combined voting power of the then outstanding voting securities of such Entity except to the extent that such ownership
existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors (or other governing
body) of the Entity resulting from such Corporate Transaction were members of the Incumbent Board at the time of the approval of
such Corporate Transaction; or


 






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(iv)          approval or adoption by the shareholders of the Company of a plan or proposal which could result directly or indirectly
in the liquidation, transfer, sale or other disposal of all or substantially all of the Company’s Assets or the dissolution
of the Company, excluding any transaction that complies with clauses (A), (B) and (C) of paragraph (iii) above.


 


Notwithstanding the
foregoing, a transaction shall not constitute a Change in Control (i) if it is effected solely for the purpose of changing the
place of incorporation or formation, tax residency or form of organization of the ultimate parent entity of the Weatherford Group
(including where the Company is succeeded by an entity incorporated under the laws of another state, country or foreign government
for such purpose and whether or not the Company remains in existence following such transaction) and (ii) where all or substantially
all of the Person(s) who are the Beneficial Owners of the combined voting power of the Outstanding Voting Securities immediately
prior to such transaction will beneficially own, directly or indirectly, all or substantially all of the combined voting power
of the Outstanding Voting Securities of the ultimate parent entity resulting from such transaction in substantially the same proportions
as their ownership, immediately prior to such transaction, of such securities of the Company.


 


Notwithstanding the
foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides
for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional
taxes under Section 409A, the transaction or event described in this Section 2(k) with respect to such Award (or portion thereof)
shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes
a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


(l)            
Code : The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto, and the rules and regulations
promulgated thereunder.


 


(m)          Committee
: The Compensation Committee of the Board (or a subcommittee thereof), or the delegate to which the Board or the Compensation
Committee has delegated its authority pursuant to Section 4(a) hereof, or such other committee of the Board to which the Board
has delegated power to act under or pursuant to the provisions of the Plan.


 


(n)           Company : Weatherford International plc, an Irish public limited company and any successor thereto.


 


(o)           Company Assets : Shall mean the assets (of any kind) owned by the Company, including, without limitation, the securities
of the Company’s Subsidiaries and any of the assets owned by the Company’s Subsidiaries.


 


(p)           Consultant: Any consultant or advisor if (a) the consultant or advisor renders bona fide service to the Company or
any Affiliate, (b) the services rendered by the consultant or advisor are not in connection with the offer or sale of a securities
in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities, and
(iii) the consultant or advisor is a natural person.


  



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(q)           Director : A member of the Board.


 


(r)            Disability
: Unless otherwise provided in an Award Agreement or determined by the Committee, the Participant would qualify to receive
benefit payments under the long-term disability plan or policy, as it may be amended from time to time, of the Company or the
Affiliate to which the Participant provides Service, regardless of whether the Participant is covered by such plan or policy,
or the plan or policy of the Company, if an Affiliate does not maintain such a plan or policy. A Participant shall not be considered
to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.
Notwithstanding the foregoing, for purposes of ISOs granted under the Plan, “Disability” means that the Participant
is disabled within the meaning of Section 22(e)(3) of the Code. Notwithstanding the foregoing, with respect to an Award that is
subject to Section 409A where the Award will be paid by reference to the Participant’s Disability, solely for purposes of
determining the timing of payment, no such event will constitute a Disability for purposes of the Plan or any Award Agreement
unless such event also constitutes a “disability” as defined under Section 409A.


 


(s)            Dividend
Equivalent Right : A right to receive the equivalent value of dividends paid on the Shares with respect to Shares underlying
Restricted Share Units or an Other Share-Based Award that is a Full Value Award prior to vesting of the Award, subject to the
additional requirements of Section 10(b) hereof. Such Dividend Equivalent Right shall be converted to cash or additional Shares,
or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by
the Committee.


 


(t)            Effective
Date : The date immediately following the date that the Company emerges from bankruptcy.


 


(u)           Employee : A full-time or part-time employee of the Company or any Affiliate, including an officer or Director, who
is treated as an employee in the personnel records of the Company or Affiliate for the relevant period. Neither services as a Director
nor payment of a director’s fee by the Company or an Affiliate shall be sufficient to constitute “employment”
by the Company or an Affiliate.


 


(v)           Entity : Any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated
organization or other business entity.


 


(w)           Exchange
Act : The U.S. Securities Exchange Act of 1934, as amended, or any successor thereto, and the rules and regulations promulgated
thereunder.


 


(x)            Fair
Market Value : On a given date, (i) if there should be a public market for the Shares on such date, the closing price of the Shares
as reported on such date on the principal national securities exchange on which such Shares are listed or admitted to trading,
or, if no sale occurred on such date, the first trading date immediately prior to such date during which a sale occurred; or (ii)
if the Shares are not listed or admitted on any national securities exchange but are regularly quoted on a national market or
other quotation system, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date
as quoted on such market or system, or, if no sale occurred on such date, then on the immediately preceding date on which sales
have been so reported or quoted; or (iii) if there should not be a public market for the Shares on such date, the Fair Market
Value shall be the value established by the Committee in good faith under a reasonable methodology and reasonable application
in compliance with Section 409A to the extent such determination is necessary for Awards under the Plan to comply with, or be
exempt from, Section 409A.


 






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(y)           Full Value Awards : Any Award other than an (i) Option, (ii) Share Appreciation Right or (iii) other Award for which
the Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market
Value of the Shares, determined as of the date of grant.


 


(z)           ISO : An Option that is also an incentive stock option granted pursuant to Section 7(e) of the Plan.


 


(aa)         Option
: An option granted pursuant to Section 7 of the Plan.


 


(bb)        Option Price : The purchase price per Share of an Option, as determined pursuant to Section 7(b) of the Plan.


 


(cc)        
Other Share-Based Awards : Awards granted pursuant to Section 9 of the Plan.


 


(dd)         Participant : An Employee, Consultant, or Director who is selected by the Committee to participate in the Plan.


 


(ee)         Performance-Based Award : A Full-Value Award that vests, in whole or in part, based on the attainment of a Performance
Goal.


 


(ff)         
Performance Criteria : The criteria that the Committee selects for purposes of establishing the Performance Goal(s)
for a Participant during a Performance Period. The Performance Criteria that will be used to establish Performance Goals may include,
but are not limited to, one or more of the following: (i) consolidated earnings before or after taxes (including earnings before
interest, taxes, depreciation and amortization); (ii) net income; (iii) operating income; (iv) operating income margin; (v) gross
margin; (vi) earnings per Share; (vii) book value per Share; (viii) return on shareholders’ equity; (ix) expense management;
(x) return on invested capital; (xi) improvements in capital structure; (xii) profitability of an identifiable business unit or
product; (xiii) maintenance or improvement of profit margins or revenue; (xiv) Share price; (xv) market share; (xvi) revenues or
sales; (xvii) costs; (xviii) available cash flow; (xix) working capital; (xx) return on assets; (xxi) total shareholder return,
(xxii) productivity ratios, and (xxiii) economic value added. The Performance Criteria may be calculated in accordance with Applicable
Accounting Standards or on an adjusted basis.


 


(gg)         Performance
Goals : For a Performance Period, the goals established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals
may be expressed in terms of overall Company performance, the performance of an Affiliate, the performance of a division or a
business unit of the Company or an Affiliate, or the performance of an individual or team. The Performance Goal established by
the Committee may also be based on a return or rates of return using any of the foregoing Performance Criteria and including a
return or rates of return based on revenue, earnings, capital, invested capital, cash, cash flow, assets, net assets, equity or
a combination or ratio therefrom. The Performance Goal established by the Committee may also be based on Performance Criteria,
which may be used to calculate a ratio or may be used as a cumulative or an absolute measure or as a measure of comparative performance
relative to a peer group of companies, an index, budget, prior period, or combination thereof, or other standard selected by the
Committee. Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive result under a particular
business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case,
by reference to specific business criteria). The Performance Goals may be measured either in absolute or relative terms. The Committee,
in its sole discretion, may provide that one or more adjustments shall be made to one or more of the Performance Goals.


 






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(hh)         Performance
Period : One or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over
which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right
to, and the payment of, a Performance-Based Award.


 


(ii)           Permitted Holders : Capital Research and Management Company and its affiliates, on behalf of certain managed funds
and accounts, and Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts.


 


(jj)           Person : A "person" as such term is used for purposes of Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee
or other fiduciary holding securities under a Benefit Plan, (iii) an underwriter temporarily holding securities pursuant to an
offering by the Company of such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of the Company
in the same proportions as their ownership of the Shares of the Company.


 


(kk)         Plan
: This Weatherford International plc 2019 Equity Incentive Plan, as from time to time amended and then in effect.


 


(ll)           Restricted Shares : Shares awarded to a Participant pursuant to Section 6 of the Plan that shall be subject to certain
restrictions and may be subject to risk of forfeiture.


 


(mm)       Restricted Share Unit : An Award granted pursuant to Section 5 of the Plan that shall be evidenced by a bookkeeping
entry representing the equivalent of one Share.


 


(nn)         Section 409A : U.S. Code Section 409A, as amended, or any successor thereto, and the rules and regulations promulgated
thereunder.


 


(oo)         Securities Act : The U.S. Securities Act of 1933, as amended, or any successor thereto, and the rules and regulations
promulgated thereunder.


 


(pp)         Service : Except as otherwise determined by the Committee in its sole discretion, a Participant’s Service terminates
when the Participant ceases to actively provide services to the Company or an Affiliate. The Committee shall determine which leaves
shall count toward Service and when Service terminates for all purposes under the Plan. Further, unless otherwise determined by
the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity
in which the Participant provides Service to the Company or an Affiliate, or a transfer between entities (i.e., the Company or
any Affiliates), provided that there is no interruption or other termination of Service in connection with the Participant’s
change in capacity or transfer between entities (except as may be required to effect the change in capacity or transfer between
entities). For purposes of determining whether an Option is entitled to ISO status, an Employee’s Service shall be treated
as terminated 90 days after such Employee goes on leave, unless such Employee’s right to return to active work is guaranteed
by law or by a contract.


 


(qq)         Shares : Ordinary shares in the capital of the Company, nominal value $0.001 per ordinary share, and such other securities
of the Company that may be substituted for the Shares pursuant to Section 11 of the Plan.


 


(rr)          Share
Appreciation Right : A share appreciation right granted pursuant to Section 8 of the Plan.


 


(ss)         Subsidiary:
Any Affiliate which is a subsidiary of the Company within the meaning of Section 7 of the Act. For purposes of granting an ISO,
Subsidiary means any “subsidiary corporation” of the Company as defined in Section 424(f) of the Code. For purposes
of granting non-qualified Options, Stock Appreciation Rights or other “stock rights,” within the meaning of Section
409A, to a Participant that is a U.S. taxpayer, an entity may not be considered a Subsidiary if the Shares will not be treated
as “service recipient stock” of such entity under Section 409A.


 






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(tt)           Substitute Award : An Award granted under the Plan in assumption of, or in substitution or exchange for, an outstanding
award previously granted by an entity directly or indirectly acquired by the Company or any Subsidiary or with which the Company
or any Subsidiary combines.


 


(uu)        Tax-Related
Items : Any U.S. federal, state, and/or local taxes and any taxes imposed by a jurisdiction outside of the United States (including,
without limitation, income tax, social insurance contributions, payment on account, employment tax obligations, stamp taxes and
any other taxes required by law to be withheld and any employer tax liability for which the Participant is liable).


 


(vv)        Weatherford
Group : The Company and its Subsidiaries.


 


	3.	Shares Subject to the Plan and Limitation on Issuable Shares



 


(a)           Number of Shares


 


Subject to Section
11, and as of the Effective Date, the total number of Shares which may be issued under the Plan is 4,075,000, and the maximum number
of Shares for which ISOs may be granted is 4,075,000. Except as provided below in Section 3(b) or 3(c), the number of Shares remaining
available for issuance shall be reduced by the relevant number of Shares for each Award (including Full Value Awards) granted under
the Plan. The Shares may consist, in whole or in part, of authorized and unissued Shares or treasury Shares or a combination thereof.


 


(b)           Shares Reissuable Under Plan


 


The following Shares
shall again be available for the grant of an Award pursuant to the Plan: (i) Shares that are not issued as a result of the termination,
cancellation, forfeiture, expiration or lapsing of any Award for any reason; (ii) Shares subject to a Full Value Award that are
not issued because the Award is settled in cash; (iii) Shares covered by a Full Value Award that are retained or are otherwise
not issued by the Company to the Participant in order to satisfy tax withholding obligations in connection with Full Value Awards.


 


(c)           Shares Not Reissuable Under Plan


 


Notwithstanding the
foregoing, the following Shares shall be counted against the maximum number of Shares available for issuance pursuant to Section
3(a) and shall not be returned to the Plan: (i) Shares subject to an Option or Share Appreciation Right that are retained or otherwise
not issued by the Company in order to satisfy tax withholding obligations in connection with Options or Share Appreciation Rights
or in payment of the exercise or purchase price of Options; (ii) Shares that are not issued or delivered as a result of the net-settlement
of an outstanding Option or Share Appreciation Right; or (iii) Shares that are repurchased or redeemed on the open market with
the proceeds of the exercise of an Option.


 


(d)           Shares Not Counted Against Share Pool Reserve


 


Notwithstanding anything
contained in Section 3 to the contrary, (i) Substitute Awards shall not reduce the overall limit on Shares available for grant
under the Plan; provided that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding
Options intended to qualify as ISOs shall reduce the aggregate number of Shares available for Awards of ISOs under the Plan; and
(ii) subject to any stock exchange requirements then applicable to the Company, available shares under a shareholder approved plan
of an entity directly or indirectly acquired by the Company or Subsidiary or with which the Company or Subsidiary combines (as
appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not
reduce the number of Shares available for delivery under the Plan.


  



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(e)          
Non-Employee Director Award Limit


 


Notwithstanding any
provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to a non-Employee Director,
the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, or any successor thereto) of all Awards payable in Shares and the maximum amount that may become
payable pursuant to all cash-based Awards that may be granted under the Plan to an individual as compensation for services as a
non-Employee Director, together with cash compensation paid to the non-Employee Director, shall not exceed $900,000 in any calendar
year.


 


(f)            Award
Limits for Employees and Consultants


 


The maximum number
of Shares that may be subject to Options or Share Appreciation Awards that are granted to any Employee or any Consultant during
any calendar year shall not exceed 400,000 Shares, subject to adjustment as provided in Section 11 hereof. The maximum amount with
respect to one or more Performance-Based Awards that may be granted to any Employee or any Consultant during any calendar year
shall not exceed $25,000,000 calculated based on the Fair Market Value of the number of Shares subject to the Performance-Based
Award on the date of grant.


 


	4.	Administration



 


(a)           Committee


 


The Plan shall be administered
by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of
at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under
the Exchange Act and “independent directors” within the meaning of The New York Stock Exchange’s listed company
rules if such stock exchange rules are applicable to the Company at that time (or similar rules otherwise applicable to the Company,
if listed on a different stock exchange). Additionally, the Committee may delegate the authority to take any of the actions set
forth in Section 4(b), including the authority to grant Awards under the Plan to any Employee or group of Employees of the Company
or an Affiliate; provided that such delegation, including to grant Awards, is consistent with Applicable Laws and guidelines established
by the Committee from time to time. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office,
shall conduct the general administration of the Plan (including the grant of Awards) with respect to all Awards granted to Non-Employee
Directors and for purposes of such Awards the term "Committee" as used in this Plan shall be deemed to refer to the Board.
In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee
under the Plan, except with respect to matters which under Rule 16b-3 under the Exchange Act or The New York Stock Exchange’s
listed company rules, if such stock exchange rules are applicable to the Company at that time (or similar rules otherwise applicable
to the Company, if listed on a different stock exchange), are required to be determined in the sole discretion of the Committee.
The Committee may appoint such agents as it deems necessary or advisable for the proper administration of the Plan; provided, that
such appointment is consistent with Applicable Laws and any guidelines established by the Committee from time to time.


 






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(b)          Authority
of Committee


 


The Committee has the
exclusive power, authority and discretion to:


 


(i)            Designate Participants to receive Awards;


 


(ii)           Determine
the type or types of Awards to be granted to each Participant;


 


(iii)          Determine the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(iv)         Determine the terms and conditions of any Award granted pursuant to the Plan, including, without limitation, the Option
Price, grant price, or purchase price, Performance Criteria (or other objective/subjective goals (if any)), Performance Goals,
any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, vesting requirements, and accelerations or waivers thereof, and any provisions related to non-competition and recapture
of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;


 


(v)          
Determine whether, to what extent, and pursuant to what circumstances (A) an Award may be settled in, or the exercise price
of an Award may be paid in, cash, Shares, other Awards, or other property, (B) the vesting, exercisability or forfeiture restrictions
applicable to an Award may be accelerated or waived, including, without limitation, in connection with the Participant’s
retirement or other termination or other event, or (C) an Award may be cancelled, forfeited, or surrendered;


 


(vi)          Prescribe the form of each Award Agreement, which need not be identical for each Participant and may vary for Participants
within and outside of the United States;


 


(vii)         Allot and issue any Shares which are to be allotted and issued upon the vesting or exercise of any Award;


 


(viii)        Decide all other matters that must be determined in connection with an Award;


 


(ix)          Establish, adopt, or revise any rules and regulations including adopting sub-plans to the Plan for the purposes of complying
with foreign laws and/or taking advantage of tax-favorable treatment for Awards granted to Participants outside the United States,
as it may deem necessary or advisable to administer the Plan;


 


(x)           Construe
and interpret the terms of, and any matter arising pursuant to, the Plan, or any Award Agreement;


 


(xi)          Correct
any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable; and


 


(xii)         Make
all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable
to administer the Plan.


 


(c)           Decisions
Binding


 


Any decision of the
Committee or its delegate pursuant to Section 4(a) hereof shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).


 






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	5.	Terms and Conditions of Restricted Share Units



 


(a)           Restricted Share Units


 


The Committee is authorized to grant Restricted
Share Units to Participants in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Committee
shall determine.


 


(b)           Vesting
Restrictions


 


The Committee shall
specify the date or dates on which the Restricted Share Units shall become fully vested and non-forfeitable, and may specify such
conditions to vesting, if any, as it deems appropriate. The vesting conditions, if any, may be based on, among other conditions,
a Participant’s continued Service or the attainment of Performance Goals.


 


(c)           Form and Timing of Payment


 


The Committee shall
specify the settlement date applicable to each grant of Restricted Share Units, which date shall not be earlier than the date or
dates on which the Restricted Share Units shall become fully vested and non-forfeitable, or such settlement date may be deferred
to any later date, subject to compliance with Section 409A, as applicable. On the settlement date, the Company shall, subject to
satisfaction of applicable Tax-Related Items (as further set forth in Section 20 hereof), deliver to the Participant one Share
for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of
a Restricted Share Unit may be made in cash (in an amount reflecting the Fair Market Value of the Shares that otherwise would have
been issued) or any combination of cash and Shares, as determined by the Committee, in its sole discretion, in either case, less
applicable Tax-Related Items (as further set forth in Section 20 hereof). Until a Restricted Share Unit is settled, the number
of Restricted Share Units shall be subject to adjustment pursuant to Section 11 hereof.


 


(d)           Forfeiture


 


Except as otherwise
determined by the Committee at the time of the grant of the Award or thereafter, any Restricted Share Units that are not vested
as of the date of the Participant’s termination of Service shall be forfeited.


 


(e)           General
Creditors


 


A Participant who has
been granted Restricted Share Units shall have no rights other than those of a general creditor of the Company. Restricted Share
Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award
Agreement evidencing the grant of the Restricted Share Units.


 


	6.	Terms and Conditions of Restricted Share Awards



 


(a)           Grant of Restricted Shares


 


The Committee is authorized to grant Restricted
Shares to Participants selected by the Committee in such amounts and subject to such terms and conditions not inconsistent with
the Plan as the Committee shall determine.


 


(b)           Purchase
Price


 


At the time of the
grant of Restricted Shares, the Committee shall determine the price, if any, to be paid by the Participant for each Share subject
to the Award. The purchase price of Shares acquired pursuant to the Award shall be paid: (i) in cash at the time of purchase; (ii)
at the sole discretion of the Committee, by Service rendered or to be rendered to the Company or an Affiliate; or (iii) in any
other form of legal consideration that may be acceptable to the Committee in its sole discretion and in compliance with Applicable
Laws.


 






    	 	 	10



     


    

 


(c)           Issuance and Restrictions


 


Restricted Shares shall
be subject to such restrictions, if any, on transferability and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote Restricted Shares or the right to receive dividends or repayment of capital on the
Restricted Shares). The restrictions, if any, may be based on, among other conditions, a Participant’s continued Service
or the attainment of Performance Goals. These restrictions, if any, may lapse separately or in combination at such times, pursuant
to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or
thereafter.


 


(d)           Dividends


 


Any dividends that
are distributed with respect to Restricted Shares shall be paid in accordance with the applicable Award Agreement, subject to the
provisions of Section 10(b)(ii) hereof.


 


(e)           Forfeiture


 


Except as otherwise
determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Service during the applicable
restriction period, Restricted Shares that are at that time subject to restrictions shall be forfeited.


 


(f)            Certificates
for Restricted Shares


 


Restricted Shares granted
pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted
Shares are registered in the name of the Participant, certificates shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Restricted Shares, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.


 


	7.	Terms and Conditions of Options



 


(a)           Option
Type


 


Options granted under
the Plan shall be, as determined by the Committee, non-qualified or ISOs, as evidenced by the related Award Agreements, and shall
be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith,
as the Committee shall determine:


 


(b)           Option
Price


 


The Option Price per
Share shall be determined by the Committee, but shall not be less than the lower of (i) 100% of the Fair Market Value of a Share
on the date an Option is granted (other than in the case of Substitute Awards) and (ii) the nominal value of a Share.


 


(c)          
Exercisability


 


Options granted under
the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no
event shall an Option be exercisable more than ten years after the date it is granted. The Committee shall specify the date or
dates on which the Options shall become fully vested, and may specify such conditions to vesting, if any, as it deems appropriate.
The vesting conditions, if any, may be based on, among other conditions, a Participant’s continued Service or the attainment
of Performance Goals.


 






    	 	 	11



     


    




 


(d)           Exercise
of Options


 


Except as otherwise
provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares
for which it is then exercisable. For purposes of Section 7 of the Plan, the exercise date of an Option shall be the later of the
date a notice of exercise is received by the Company or its designee or administrative agent in the form and manner satisfactory
to the Company and, if applicable, the date payment is received by the Company or its designee or administrative agent in accordance
with the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company
as designated by the Committee (including pursuant to any applicable Award Agreement), pursuant to one or more of the following
methods: (i) in cash or its equivalent (e.g., by personal check), (ii) if there is a public market for the Shares underlying the
Options at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of
the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price
for the Shares being purchased, or (iii) any other method of payment authorized by the Committee. No fractional Shares will be
issued upon exercise of an Option, but instead the number of Shares will be rounded downward to the next whole Share.


 


(e)           ISOs


 


The Committee may grant
Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the Code. ISOs
shall be granted only to Participants who are employees of the Company and its Subsidiaries. No ISO may be granted to any Participant
who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of stock of the Company
or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date
the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary
of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (A)
within two years after the date of grant of such ISO or (B) within one year after the transfer of such Shares to the Participant,
shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan
are intended to be nonqualified options, unless the applicable Award Agreement expressly states that the Option is intended to
be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an
ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified option
granted under the Plan; provided, that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating
to nonqualified options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective
employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to
qualify for any reason as an ISO.


 


(f)            Rights
with Respect to Shares


 


No Participant shall
have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant
has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions
imposed by the Committee pursuant to the Plan and applicable Award Agreement.


 


	8.	Terms and Conditions of Share Appreciation Rights



 


(a)           Grants


 


The Committee may grant
(i) a Share Appreciation Right independent of an Option or (ii) a Share Appreciation Right in connection with an Option, or a portion
thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may only be granted at the time
the related Option is granted, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares
as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional
limitations as are contemplated by this Section 8 (or such additional limitations as may be included in an Award Agreement). Payment
shall be made in Shares or cash, at the discretion of the Committee.


 






    	 	 	12



     


    

 


(b)          Terms


 


The exercise price
per Share of a Share Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less
than the Fair Market Value of a Share on the date the Share Appreciation Right is granted (other than in the case of Substitute
Awards); provided, that in the case of a Share Appreciation Right granted in conjunction with an Option, or a portion thereof,
the exercise price may not be less than the Option Price of the related Option. Each Share Appreciation Right granted independent
of an Option shall entitle a Participant upon exercise to a number of Shares equal to an amount that is (i) the excess of (A) the
opening price of the Shares on the exercise date of one Share (the “Opening Price”) over (B) the exercise price per
Share, multiplied by (ii) the number of Shares covered by the Share Appreciation Right; provided that if the Share Appreciation
Right is settled in Shares, such amount shall be divided by the Opening Price. Each Share Appreciation Right granted in conjunction
with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion
thereof, and to receive from the Company in exchange therefore a number of Shares equal to an amount that is (i) the excess of
(A) the Opening Price over (B) the Option Price per Share, multiplied by (ii) the number of Shares covered by the Option, or portion
thereof, which is surrendered; provided, that if the Share Appreciation Right is settled in Shares, such amount shall be divided
by the Opening Price. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company or its designee
or administrative agent of written notice of exercise in the form and manner satisfactory to the Company stating the number of
Shares with respect to which the Share Appreciation Right is being exercised. The date a notice of exercise is received by the
Company shall be the exercise date. No fractional Shares will be issued in payment for Share Appreciation Rights, but instead the
number of Shares will be rounded downward to the next whole Share. The Committee shall specify the date or dates on which the Share
Appreciation Rights shall become fully vested, and may specify such conditions to vesting, if any, as it deems appropriate. The
vesting conditions, if any, may be based on, among other conditions, a Participant’s continued Service or the attainment
of Performance Goals.


 


(c)           Limitations


 


The Committee may impose,
in its discretion, such conditions regarding the exercisability of Share Appreciation Rights as it may deem fit, but in no event
shall a Share Appreciation Right be exercisable more than ten years after the date it is granted.


 


	9.	Other Share-Based Awards



 


(a)           Grants of Other Share-Based Awards and Performance-Based Awards


 


Subject to limitation
under Applicable Laws, the Committee is authorized under the Plan to grant Awards (other than Options, Restricted Share Units,
Restricted Shares and Share Appreciation Rights) to Employees, Consultants or Directors subject to the terms and conditions set
forth in this Section 9 and such other terms and conditions as may be specified by the Committee that are not inconsistent with
the provisions of the Plan and that, by their terms, involve or might involve the issuance of, consist of, or are denominated in,
payable in, valued in whole or in part by reference to, or otherwise relate to, Shares. The Committee may also grant Shares as
a bonus, or may grant other Awards in lieu of obligations of the Company or an Affiliate to pay cash or other property under the
Plan or other plans or compensatory arrangements. The terms and conditions applicable to such other Awards shall be determined
from time to time by the Committee and set forth in an applicable Award Agreement. The Committee may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Participants on such terms
and conditions as determined by the Committee from time to time.


 






    	 	 	13



     


    

 


(b)           Form of Payment


 


Payments with respect
to any Awards granted under Section 9 shall be made in cash or cash equivalent, in Shares or any combination of the foregoing,
as determined by the Committee.


 


(c)           Vesting Conditions


 


The Committee shall
specify the date or dates on which the Awards granted pursuant to this Section 9 shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems appropriate. The vesting conditions may be based on, among other vesting
conditions, a Participant’s continued Service or the attainment of Performance Goals.


 


(d)           Term


 


Except as otherwise
provided herein, the term of any Award granted pursuant to this Section 9 shall be set by the Committee in its discretion; provided,
that the term of any Award granted pursuant to this Section 9 shall not exceed 10 years.


 


	10.	Provisions Applicable to All Awards



 


(a)           Award
Agreement


 


Awards under the Plan
shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award, not inconsistent with
the Plan, which may include, without limitation, the term of an Award, the provisions applicable in the event the Participant’s
Service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind
an Award.


 


(b)           Dividends
and Dividend Equivalent Rights


 


(i)            The
Committee in its sole discretion may provide a Participant as part of a Restricted Share Unit or Other Share-Based Award that
is a Full Value Award with Dividend Equivalent Rights, on such terms and conditions as may be determined by the Committee in its
sole discretion.


 


(ii)           Any Dividend Equivalent Rights provided in connection with an Award that is subject to vesting shall either (i) not be paid
or credited or (ii) be accumulated and subject to vesting restrictions applicable to the underlying Award. For Restricted Shares
subject to vesting, dividends shall be accumulated and subject to any restrictions and risk of forfeiture to which the underlying
Restricted Share is subject.


 


(c)           Limits
on Transfer


 


Each Award shall be
exercisable only by a Participant during the Participant’s lifetime, or, if permissible under Applicable Laws, by the Participant’s
legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate.


 


Notwithstanding the
foregoing, the Committee may, in its sole discretion, permit Awards (other than ISOs) to be transferred by a Participant, without
consideration, in connection with estate planning or charitable transfers, subject to compliance with Applicable Laws and such
rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan; provided,
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and
the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 






    	 	 	14



     


    

 


(d)           Minimum
Vesting


 


Awards granted under
the Plan may not vest or be settled, or become exercisable, prior to the one-year anniversary of the date of grant, except that
the Committee may provide that Awards vest or be settled, or become exercisable, prior to such date in the event of the Participant's
death or disability or in the event of a Change in Control. Notwithstanding the foregoing, up to 5% of the aggregate number of
Shares authorized for issuance under this Plan (as described in Section 3) may be issued pursuant to Awards subject to any or no
vesting conditions (including with regard to such one-year vesting limitation described in the preceding sentence), as the Committee
determines appropriate.


 


(e)           Paperless Administration


 


In the event that the
Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or
exercise of Awards, such as a system using an internet website, intranet or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.


 


(f)            Nominal Value


 


Notwithstanding any
other provision in this Plan, no Share shall be allotted or issued pursuant to the exercise of vesting of an Award, or as an Award,
unless it is fully paid-up to at least its nominal value.


 


	11.	Adjustments Upon Certain Events



 


Notwithstanding any
other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:


 


(a)           Generally


 


In the event of any
increase, decrease or change in the number or characteristic of outstanding Shares (including to the price of the Shares) after
the Effective Date by reason of any reorganization, reclassification, recapitalization, merger, consolidation, spin-off, combination,
or transaction or exchange of Shares or other corporate exchange (including for these purposes, any Change in Control), or any
distribution to shareholders of Shares other than regular cash dividends, bonus issue, share split or any transaction similar to
the foregoing, the Committee shall make such substitution or adjustment, as it deems, in its sole discretion and without liability
to any person, to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant
to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Share Appreciation Right, (iii) the
number and kind of shares (or other securities or property) subject to outstanding Awards, and/or (iii) any other affected terms
of such Awards, including, without limitation, any affected Performance Criteria or Performance Goals. In the event of any change
in the outstanding Shares after the Effective Date by reason of any share split (forward or reverse) or any share dividend, all
adjustments described in the preceding sentence shall occur automatically in accordance with the ratio of the bonus issue, share
split or share dividend, unless otherwise determined by the Committee.


 


(b)           Change
in Control


 


The provisions of this Section 11(b) shall
apply in the event of a Change in Control.


 






    	 	 	15



     


    




 


(i)            Additional
Vesting of Time-Based Awards Notwithstanding Section 11(a) hereof, if a Change in Control occurs and a Participant’s
Awards that vest based solely on the Participant’s continued Service are not converted, assumed, substituted or replaced
by a successor or survivor corporation, or a parent or subsidiary thereof, then immediately prior to the Change in Control such
Awards shall become fully vested and, to the extent applicable, exercisable and all forfeiture restrictions and other conditions
or limitations on such Awards shall lapse. Where Awards described in the foregoing sentence are assumed or continued after a Change
in Control, the Committee may provide that one or more Awards will automatically accelerate upon an involuntary termination of
the Participant’s employment or service within a designated period following the effective date of such Change in Control.
Any such Award shall, accordingly, upon an involuntary termination of the Participant’s employment or service following
a Change in Control, become fully vested and, to the extent applicable, exercisable and all forfeiture restrictions on such Award
shall lapse. With respect to any ISOs, the portion of any ISO accelerated in connection with a Change in Control shall remain
exercisable as an ISO only to the extent the applicable $100,000 limitation is not exceeded. To the extent such U.S. dollar limitation
is exceeded, the accelerated portion of such Option shall not be exercisable as an ISO under the U.S. federal tax laws.


 


(ii)           Additional
Vesting of Performance-Based Awards With respect to Awards that vest based on the attainment of performance-based conditions,
in the Committee’s sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of Award
Agreement or by action taken by the Committee in connection with the Change in Control, the Award shall vest (A) at the target
level, pro-rated to reflect the period the Participant was in Service during the performance period or (B) the actual performance
level attained, as determined on the most recent practicable date as of which performance may be measured prior to the date of
the Change in Control. Unless otherwise converted, assumed, substituted or replaced by a successor or survivor corporation, or
a parent or subsidiary thereof, any such Performance-Based Awards that have not either previously vested in accordance with the
terms of such Award or in accordance with this Section 11(b) (ii) shall terminate and cease to be outstanding as of the Change
in Control.


 


(iii)          Cancellation of Awards In connection with any Change in Control, the Committee may, in its sole discretion, but shall
not be obligated to, provide for cancellation of any one or more outstanding Awards and payment to the holders of such Awards that
are vested as of such cancellation (including, without limitation, any Awards that would vest in accordance with the terms of such
Award or in accordance with Section 11(b) (i) or (ii) hereof, as applicable), the value of such Awards, if any, as determined by
the Committee (which value, if applicable, may be based upon the price per Share received or to be received by other shareholders
of the Company in such event), including, without limitation, in the case of an outstanding Option or Share Appreciation Right,
a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of
the Shares subject to such Option or Share Appreciation Right over the aggregate exercise price of such Option or Share Appreciation
Right (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 thereto may be canceled and terminated without any payment or consideration
therefor). Payments to holders pursuant to this Section 11(iii) above shall be made in cash or, in the sole discretion of the Committee,
in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof)
as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately
prior to such transaction, the holder of the number of Shares covered by the Award at such time (less any applicable exercise price).


 


(c)           Other
Requirements


 


Prior to any payment
or adjustment contemplated under this Section 11, the Committee may require a Participant to (i) represent and warrant as to the
unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnity
obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and
similar conditions as the other holders of Shares, subject to any limitations or reductions as may be necessary to comply with
Section 409A; and (iii) deliver customary transfer documentation as reasonably determined by the Committee.


 


(d)           Fractional Shares


 


Any adjustment provided
under this Section 11 may provide for the elimination of any fractional share that might otherwise become subject to an Award.


 






    	 	 	16



     


    

 


	12.	No Right to Employment or Awards



 


The granting of an
Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the employment or service of a Participant
and shall not lessen or affect the Company’s or Affiliate’s right to terminate the employment or service of such Participant.
No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment
of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants
are similarly situated).


 


	13.	Successors and Assigns



 


The Plan shall be binding
on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s
creditors.


 


	14.	Amendments or Termination



 


(a)           Amendment
and Termination of the Plan


 


The Board may amend,
alter, suspend, discontinue, cancel or terminate the Plan or any portion thereof at any time; provided; that no such amendment,
alteration, suspension, discontinuation or termination shall be made without shareholder approval, if at the time of such event,
shareholder approval is required under Applicable Law, if (i) it would materially increase the number of securities which may be
issued under the Plan or granted to any Participant (except for increases pursuant to Section 11 hereof), (ii) it materially expands
the types of Awards available under the Plan or materially expands the class of persons eligible to receive Awards under the Plan,
(iii) such approval is necessary to comply with Applicable Law, or (iv) the Committee determines that such approval is otherwise
required or advisable to facilitate compliance with Applicable Laws; provided; that, subject to Section 18 of the Plan or unless
required or advisable to facilitate compliance with Applicable Laws, as determined in the sole discretion of the Committee, any
such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of
any Participant or any holder of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant.


 


(b)           Amendment
of Award Agreements


 


The Committee may,
to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms
of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively
or retroactively (including after a Participant’s termination of employment or service with the Company); provided; that,
subject to Section 18 of the Plan or unless required or advisable to facilitate compliance with Applicable Laws, as determined
in the sole discretion of the Committee, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not
to that extent be effective without the consent of the affected Participant.


 






    	 	 	17



     


    

 


(c)           No Repricing of Awards


 


Subject to Section
11 of the Plan, in no event shall the Committee or the Board take any action without approval of the shareholders of the Company
that would (i) reduce the exercise price of any Option or Share Appreciation Right, (ii) result in the cancellation of any outstanding
Option or Share Appreciation Right and replacement with a new Option or Share Appreciation Right with a lower exercise price or
with a cash payment or other Award at a time when the Option or Share Appreciation Right has a per Share exercise price that is
higher than the Fair Market Value of a Share on the date of the replacement or (iii) result in any other action that would be considered
a “repricing” for purposes of the shareholder approval rules of any stock exchange or inter-dealer quotation system
on which the securities of the Company are listed or quoted.


 


	15.	Choice of Law



 


The validity, construction
and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable United
States federal law and the laws of the State of Texas, without regard to any conflict of laws principles, except to the extent
that the laws of Ireland mandatorily apply.


 


	16.	Severability



 


If any provision of
the Plan or the application of any provision hereof to any Person or circumstance is held to be invalid or unenforceable, the remainder
of the Plan and the application of such provision to any other Person or circumstance shall not be affected, and the provisions
so held to be unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid.


 


	17.	Effectiveness and Term of the Plan



 


The Plan shall be effective
as of the Effective Date. The Plan shall terminate on the day before the tenth anniversary of the Effective Date and may be terminated
on any earlier date pursuant to Section 14 of the Plan. The applicable provisions shall continue in effect with respect to an Award
granted under the Plan for as long as such Award remains outstanding.


 


	18.	Section 409A



 


The Plan and all Awards
made hereunder shall be interpreted, construed and operated to reflect the intent of the Company that all aspects of the Plan and
the Awards shall be interpreted either to be exempt from the provisions of Section 409A or, to the extent subject to Section 409A,
comply with Section 409A. This Plan or an Award may be amended at any time, without the consent of any party, to avoid the application
of Section 409A in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section
409A, but the Company shall not be under any obligation to make any such amendment. The exercisability of an Option shall not be
extended to the extent that such extension would subject the Participant to additional taxes under Section 409A. Notwithstanding
other provisions of the Plan or any Award Agreements thereunder, no Award shall be granted, deferred, accelerated, extended, paid
out or modified under this Plan in a manner that would be expected to result in the imposition of an additional tax under Section
409A upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A, payments
in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award
Agreement, as the case may be, without causing the Participant of such Award to be subject to taxation under Section 409A, the
Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section
409A. Anything contrary in this Plan notwithstanding, if an Award constitutes an item of deferred compensation subject to Section
409A and becomes payable by reason of a Participant’s termination of Service, it shall not be paid to the Participant unless
the Participant’s termination of Service constitutes a “separation from service” (within the meaning of Section
409A and any regulations or other guidance thereunder). In addition, no such payment or distribution shall be made to the Participant
prior to the earlier of (a) the expiration of the six month period measured from the date of the Participant’s separation
from service or (b) the date of the Participant’s death, if the Participant is deemed at the time of such separation from
service to be a “specified employee” (within the meaning of Section 409A) and to the extent such delayed commencement
is otherwise required in order to avoid a prohibited distribution under Section 409A. Except as provided in an Award Agreement,
all payments which had been delayed pursuant to the immediately preceding sentence shall be paid to the Participant in a lump sum
upon expiration of such six month period (or, if earlier, upon the Participant’s death).


 






    	 	 	18



     


    

 


	19.	Clawback/Recoupment Policy.



 


Notwithstanding anything
contained herein to the contrary, all Awards granted under the Plan shall be and remain subject to any incentive compensation clawback
or recoupment policy currently in effect or as may be adopted by the Board and, in each case, as may be amended from time to time.
No such policy adoption or amendment shall in any event require the prior consent of any Participant.


 


	20.	Tax-Related Items



 


The Company or any
Affiliate, as applicable, shall have the authority and the right to deduct or withhold, or to require a Participant to remit to
the Company, an amount sufficient to satisfy the obligation for Tax-Related Items with respect to any taxable or tax withholding
event concerning a Participant arising as a result of the Participant’s participation in the Plan or to take such other action
as may be necessary or appropriate in the opinion of the Company or an Affiliate, as applicable, to satisfy withholding obligations
for the payment of Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages
or other cash compensation; (b) withholding from the proceeds of sale of Shares underlying an Award, either through a voluntary
sale or a mandatory sale arranged by the Company on the Participant’s behalf, without need of further authorization; or (c)
in the Committee’s sole discretion, by withholding Shares otherwise issuable under an Award (or allowing the return of Shares)
sufficient, as determined by the Committee in its sole discretion, to satisfy such Tax-Related Items. Without limiting the foregoing,
the Company shall have no obligation to issue or deliver evidence of title for Shares subject to Awards granted hereunder to any
Participant or other Person until the Participant or such other Person has made arrangements acceptable to the Committee in its
sole discretion to satisfy the obligations for Tax-Related Items with respect to any taxable or tax withholding event concerning
the Participant or the Award or such other person arising as a result of an Award.


 


	21.	Government and Other Regulations



 


The obligation of the
Company to make payment of Awards in Shares or otherwise shall be subject to all Applicable Laws, and to such approvals by government
agencies, including government agencies in jurisdictions outside of the United States, in each case as may be required or as the
Company deems necessary or advisable. Without limiting the foregoing, the Company shall have no obligation to issue or deliver
evidence of title for Shares subject to Awards granted hereunder prior to: (i) obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable, and (ii) completion of any registration or other qualification with respect
to the Shares under any Applicable Law or ruling of any governmental body that the Company determines to be necessary or advisable
or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.
The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained and shall constitute circumstances in which the Committee may determine to amend or cancel Awards
pertaining to such Shares, with or without consideration to the affected Participant. The Company shall be under no obligation
to register pursuant to the Securities Act any of the Shares delivered pursuant to the Plan. If the Shares delivered pursuant to
the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act, the Company may restrict the
transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.


 






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Notwithstanding any
provision of the Plan to the contrary, in order to comply with the Applicable Laws in countries other than Ireland or the U.S.
in which the Company or any of its Affiliates operates or has Employees or Consultants, the Committee, in its sole discretion,
shall have the power and authority to (i) determine which Affiliates shall be covered by the Plan; (ii) determine which Persons
employed outside the United States are eligible to participate in the Plan; (iii) amend or vary the terms and provisions of the
Plan and the terms and conditions of any Award granted to persons who reside or provide service outside Ireland or the United States;
(iv) establish sub-plans and modify exercise procedures and other terms and procedures to the extent such actions may be necessary
or advisable for legal or administrative reasons — any subplans and modifications to Plan terms and procedures established
under this Section 21 by the Committee shall be attached to the Plan document as appendices; and (v) take any action, before or
after an Award is made, that it deems advisable to obtain or comply with any necessary local government regulatory exemptions or
approvals; provided, that the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate
the Exchange Act, the Code, any securities law or governing statute.


 


	22.	No Shareholders Rights



 


Except as otherwise
expressly provided herein, a Participant shall have none of the rights of a shareholder by virtue of holding or receiving an Award,
including no right to vote or receive dividends, until the Participant or its nominee/broker becomes the record owner of such Shares,
notwithstanding the exercise of an Option or Share Appreciation Right or vesting of any Award.


 


* * *





 


 


As adopted by the Board of Directors of
the Company on December 12, 2019 and effective as of the Effective Date.


  



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