Exhibit 10.1


 


NORWEGIAN CRUISE LINE HOLDINGS LTD.


AMENDED AND RESTATED 2013 PERFORMANCE
INCENTIVE PLAN


 


(Effective May 19, 2016)


 


		1.	PURPOSE OF PLAN



 


The purpose of this Norwegian Cruise
Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan (this “Plan”) of Norwegian Cruise Line
Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), is to promote the success of the
Company and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain
and reward selected employees and other eligible persons.


 


		2.	ELIGIBILITY



 


The Administrator (as such term
is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible
Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee
of the Company or one of its Subsidiaries; (b) a director of the Company or one of its Subsidiaries; or (c) an individual consultant
or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities
of the Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the
Company or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by
the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate
in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register
under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable
under this Plan by the Company or the Company’s compliance with any other applicable laws. An Eligible Person who has been
granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall
so determine. As used herein, “Subsidiary” means any Company or other entity a majority of whose outstanding
voting shares or voting power is beneficially owned directly or indirectly by the Company; and “Board” means
the Board of Directors of the Company.


 


		3.	PLAN ADMINISTRATION



 


		3.1	The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the
Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another
committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised
solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some
or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate,
to the extent permitted by applicable law, to one or more officers of the Company, its



 




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powers under this Plan (a) to designate
the officers and employees of the Company and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine
the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of
authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws
of the Company or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall
constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written
consent of the members of the Administrator shall constitute action by the acting Administrator.


 


With respect to awards intended to
satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors
(as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement
shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants,
and transactions in or involving awards, intended to be exempt under Rule 16b-3(d)(1) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely
of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To
the extent required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent
directors (within the meaning of the applicable listing agency).


 


		3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized
and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of
this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or
person(s)), including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive
an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number
of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards
consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable
or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability
or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such
awards;



 




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		(c)	approve the forms of award agreements (which need not be identical either as to type of award or among participants);



 


		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and
participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations
relating to the administration of this Plan or the awards granted under this Plan;



 


		(e)	cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding awards, subject to any required consent under Section 8.6.5;



 


		(f)	accelerate, waive or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the
case of options or share appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator
may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events
of a personal nature) subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of Ordinary Shares subject to any award, adjust the price of any or all outstanding awards or otherwise change
previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject
to Sections 4 and 8.6 (and subject to the no repricing provision below);



 


		(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s
action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator
took the action granting an award);



 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, shares of equivalent value, or other consideration
(subject to the no repricing provision below); and



 


		(k)	determine the fair market value of the Ordinary Shares or awards under this Plan from time to time and/or the manner in which
such value will be determined.



 


Notwithstanding the foregoing and
except for an adjustment pursuant to Section 7.1 or a repricing approved by shareholders, in no case may the Administrator (1)
amend an outstanding option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender
an outstanding option or SAR in


 




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exchange for cash or other awards
for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding option or SAR in exchange for an option
or SAR with an exercise or base price that is less than the exercise or base price of the original award.


 


Notwithstanding the foregoing, and except as provided
in the next sentence, all options and share appreciation rights granted under this Plan shall be subject to a minimum vesting requirement
of one year, and no portion of any such award may vest earlier than the first anniversary of the grant date of the award (the “Minimum
Vesting Requirement”). The Minimum Vesting Requirement shall not apply to 5% of the total number of shares available
under this Plan.


 


		3.3	Binding Determinations. Any action taken by, or inaction of, the Company, any Subsidiary, or the Administrator
relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion
of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any
member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be
entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without
limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors
and officers liability insurance coverage that may be in effect from time to time.



 


		3.4	Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator
may obtain and may rely upon the advice of experts, including employees and professional advisors to the Company. No director,
officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or
omitted in good faith.



 


		3.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers
or employees of the Company or any of its Subsidiaries or to third parties.



 


		4.	SHARES SUBJECT TO THE PLAN; SHARE LIMITS



 


		4.1	Shares Available. Subject to the provisions of Section 7.1, the shares that may be delivered under this Plan
shall be shares of the Company’s authorized but unissued ordinary shares and any ordinary shares held as treasury shares.
For purposes of this Plan, “Ordinary Shares” shall mean the ordinary shares of the Company and such other securities
or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment
made under Section 7.1.



 


		4.2	Share Limits. The maximum number of Ordinary Shares that may be delivered pursuant to awards granted to Eligible
Persons under this Plan is 27,465,106 shares (the “Share Limit”).



 




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The following limits also apply with
respect to awards granted under this Plan:


 


		(a)	The maximum number of Ordinary Shares that may be delivered pursuant to options qualified as incentive stock options granted
under this Plan is 27,465,106 shares.



 


		(b)	The maximum number of Ordinary Shares subject to those options and share appreciation rights that are granted during any calendar
year to any individual under this Plan is 5,000,000 shares. 



 


		(c)	Additional limits with respect to Qualified Performance-Based Awards are set forth in Section 5.2.3. For the avoidance of doubt,
the limits in Section 5.2.3 shall not apply to any other awards granted under this Plan. 



 


Each of the foregoing numerical limits
is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.


 


		4.3	Awards Settled in Cash, Reissue of Awards and Shares. To the extent that an award granted under this Plan is
settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or
other settlement shall not be counted against the shares available for issuance under this Plan. In the event that Ordinary Shares
are delivered in respect of a dividend equivalent right granted under this Plan, the actual number of shares delivered with respect
to the award shall be counted against the share limits of this Plan (including, for purposes of clarity, the limits of Section
4.2 of this Plan). (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Company pays
a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against
the share limits of this Plan). Shares that are subject to or underlie awards granted under this Plan which expire or for any reason
are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall
again be available for subsequent awards under this Plan. Shares that are not issued or delivered as a result of the net settlement
of any option or share appreciation right under this Plan, shares that are exchanged by a participant or withheld by the Company
as full or partial payment in connection with any option or share appreciation right under this Plan, as well as any shares exchanged
by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any
option or share appreciation right under this Plan, as well as any Ordinary Shares repurchased with the proceeds of any option
exercise price shall not be available for subsequent awards under this Plan. To the extent that Ordinary Shares are delivered
pursuant to the exercise of a share appreciation right or option granted under this Plan, the number of underlying shares as to
which the exercise related shall be counted against the applicable share limits under Section 4.2, as opposed to only counting
the shares issued. (For purposes of clarity, if a share appreciation right relates to 100,000 shares and is exercised at a time
when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under
Section 4.2 with respect to such exercise.) Shares that are exchanged by a participant or withheld by the



 




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Company as full or partial payment
in connection with any award under this Plan other than any option or share appreciation right, as well as any shares exchanged
by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any
award under this Plan other than any option or share appreciation right, shall be available for subsequent awards under
this Plan. Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards. The foregoing adjustments
to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards
intended as performance-based compensation thereunder.


 


		4.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Company shall at all times reserve
a number of Ordinary Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with
respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Company
has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay
cash in lieu of any fractional shares in settlements of awards under this Plan. No fewer than 100 shares may be purchased on exercise
of any award (or, in the case of share appreciation or purchase rights, no fewer than 100 rights may be exercised at any one time)
unless the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.



 


		5.	AWARDS



 


		5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected
Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation
plan of the Company or one of its Subsidiaries. The types of awards that may be granted under this Plan are (subject, in each case,
to the no repricing provisions of Section 3.2):



 


5.1.1   Options.
An option is the grant of a right to purchase a specified number of Ordinary Shares during a specified period as determined by
the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”)
or a nonqualified option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is
intended as an ISO; otherwise it will be deemed to be a nonqualified option. The maximum term of each option (ISO or nonqualified)
shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of an
Ordinary Share on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased
shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.


 


5.1.2   Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable
option) of shares with respect to which ISOs first become exercisable by a participant in any


 




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calendar year exceeds $100,000, taking
into account both Ordinary Shares subject to ISOs under this Plan and shares subject to ISOs under all other plans of the Company
or one of its Subsidiaries (or any parent or predecessor Company to the extent required by and within the meaning of Section 422
of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified options. In reducing the
number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the
extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner
and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise
of an ISO. ISOs may only be granted to employees of the Company or one of its subsidiary corporations (for this purpose, the term
“subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership
of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Company
and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and
conditions as from time to time are required in order that the option be an “incentive stock option” as that term is
defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed
to own under Section 424(d) of the Code) outstanding Ordinary Shares possessing more than 10% of the total combined voting power
of all classes of shares of the Company, unless the exercise price of such option is at least 110% of the fair market value of
the shares subject to the option and such option by its terms is not exercisable after the expiration of five years from the date
such option is granted.


 


5.1.3   Share
Appreciation Rights. A share appreciation right or “SAR” is a right to receive a payment, in cash and/or
Ordinary Shares, equal to the excess of the fair market value of a specified number of Ordinary Shares on the date the SAR is exercised
over the “base price” of the award, which base price shall be set forth in the applicable award agreement and
shall be not less than 100% of the fair market value of an Ordinary Share on the date of grant of the SAR. The maximum term of
a SAR shall be ten (10) years.


 


5.1.4   Other
Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) share bonuses,
restricted shares, performance shares, share units, phantom shares, or similar rights to purchase or acquire shares, whether at
a fixed or variable price (or no price) or fixed or variable ratio related to the Ordinary Shares, and, subject to the Minimum
Vesting Requirements, any of which may (but need not) be fully vested at grant or vest upon the passage of time, the occurrence
of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any
similar securities with a value derived from the value of or related to the Ordinary Shares and/or returns thereon; or (c) cash
awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided,
however, that dividend equivalent rights may not be granted in connection with a stock option or SAR granted under this Plan. In
addition, any dividends and/or dividend equivalents as to the unvested portion of a restricted stock award that is subject to performance-based
vesting requirements or the


 




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unvested portion of a stock unit award
that is subject to performance-based vesting requirements will be subject to termination and forfeiture to the same extent as the
corresponding portion of the award to which they relate.


 


5.1.5   Incentive
Bonus Awards. The types of cash awards that may be granted under this Plan include the opportunity to receive a payment
for the Company’s fiscal year, or any other performance period established by the Administrator, based on the achievement
of specific performance goals (which may include subjective goals) established by the Administrator in its sole discretion. Any
applicable performance goals may be based on either the performance of the Company or any of its Subsidiaries or divisions on an
absolute or relative basis, or on individual performance, as determined by the Administrator in its sole discretion. Unless otherwise
determined by the Administrator, any participant granted an incentive bonus award pursuant to this Section 5.1.5 must remain continuously
employed by the Company or one of its Subsidiaries through the last day of the applicable performance period in order for the incentive
bonus award to become payable. Any payments becoming payable pursuant to this Section 5.1.5 will be paid in the calendar year following
the calendar year in which the applicable performance period ends, unless deferred in accordance with the requirements of Section
409A and Section 457A of the Code.


 


		5.2	Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of
awards listed in Section 5.1.4 above may be, and options and SARs granted to officers and employees also may be, granted as awards
intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the
Code. An Award (other than an option or SAR) intended by the Administrator to satisfy the requirements for “performance-based
compensation” within the meaning of Section 162(m) of the Code is referred to as a “Qualified Performance-Based
Award.” An option or SAR intended to satisfy the requirements for “performance-based compensation”
within the meaning of Section 162(m) of the Code is referred to as a “Qualifying Option or SAR.” The grant,
vesting, exercisability or payment of Qualified Performance-Based Awards may depend (or, in the case of Qualifying Option or SAR,
may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or
levels using one or more of the Business Criteria set forth below (on an absolute or relative (including, without limitation, relative
to the performance of one or more other companies or upon comparisons of any of the indicators of performance relative to one or
more other companies) basis) for the Company on a consolidated basis or for one or more of the Company’s subsidiaries, segments,
divisions or business units, or any combination of the foregoing. Any Qualified Performance-Based Award shall be subject to all
of the following provisions of this Section 5.2, and a Qualifying Option or SAR shall be subject to the following provisions of
this Section 5.2 only to the extent expressly set forth below. Nothing in this Plan, however, requires the Administrator to qualify
any award or compensation as “performance-based compensation” under Section 162(m) of the Code.



 




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5.2.1   Class;
Administrator. The eligible class of persons for Qualified Performance-Based Awards under this Section 5.2, as well
as for a Qualifying Option or SAR, shall be officers and employees of the Company or one of its Subsidiaries. To qualify awards
as performance-based under Section 162(m), the Administrator approving Qualified Performance-Based Awards or a Qualifying Option
or SAR, or making any certification required pursuant to Section 5.2.4, must constitute a committee consisting solely of two or
more outside directors (as this requirement is applied under Section 162(m) of the Code).


 


5.2.2   Performance
Goals. The specific performance goals for Qualified Performance-Based Awards shall be, on an absolute, relative or adjusted
basis, established based on one or more of the following business criteria (“Business Criteria”) as selected
by the Administrator in its sole discretion: earnings per share, cash flow (which means cash and cash equivalents derived from
either net cash flow from operations or net cash flow from operations, financing and investing activities), share price, total
shareholder return, gross revenue, revenue growth, operating income (before or after taxes), net earnings (before or after interest,
taxes, depreciation and/or amortization), return on equity or on assets or on net investment or invested capital, cost containment
or reduction, or any combination thereof. To qualify awards as performance-based under Section 162(m), the applicable Business
Criterion (or Business Criteria, as the case may be) and specific performance formula, goal or goals (“targets”) must
be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performance
periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating
to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. The terms of the Qualified
Performance-Based Awards may specify the manner, if any, in which performance targets shall be adjusted to mitigate the unbudgeted
impact of material, unusual or nonrecurring gains and losses, accounting changes or other items specified by the Administrator
at the time of establishing the targets. The applicable performance measurement period may not be less than three months nor more
than 10 years.


 


5.2.3   Form
of Payment; Maximum Qualified Performance-Based Award. Grants or awards under this Section 5.2 may be paid in cash or Ordinary
Shares or any combination thereof. Qualifying Option or SAR awards granted to any one participant in any one calendar year shall
be subject to the limit set forth in Section 4.2(b). The maximum number of Ordinary Shares which may be subject to Qualified Performance-Based
Awards (including Qualified Performance-Based Awards payable in Ordinary Shares and Qualified Performance-Based Awards payable
in cash where the amount of cash payable upon or following vesting of the award is determined with reference to the fair market
value of a Ordinary Share at such time) that are granted to any one participant in any one calendar year shall not exceed 5,000,000
shares, either individually or in the aggregate, subject to adjustment as provided in Section 7.1. The aggregate amount of
compensation to be paid to any one participant in respect of all Qualified Performance-Based Awards payable only in cash (excluding
cash awards covered by the preceding sentence where the cash payment is determined with reference to the fair market value of an
Ordinary Share upon or following the vesting of the


 




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award) and granted to that participant
in any one calendar year shall not exceed $10,000,000. Awards that are cancelled during the year shall be counted against these
limits to the extent required by Section 162(m) of the Code.


 


5.2.4   Certification
of Payment. Before any Qualified Performance-Based Award is paid and to the extent applicable to qualify the award as performance-based
compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that the performance target(s)
and any other material terms of the Qualified Performance-Based Award were in fact timely satisfied.


 


5.2.5   Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its
sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing
resolutions or otherwise.


 


5.2.6   Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the
Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning
of Section 162(m) of the Code (other than a Qualifying Option or SAR) shall terminate upon the first meeting of the Company’s
shareholders that occurs in the fifth year following the year in which the Company’s shareholders approve this Plan, subject
to any subsequent extension that may be approved by shareholders.


 


		5.3	Award Agreements. Each award shall be evidenced by either (1) a written award agreement in a form approved by
the Administrator and executed by the Company by an officer duly authorized to act on its behalf, or (2) an electronic notice of
award grant in a form approved by the Administrator and recorded by the Company (or its designee) in an electronic recordkeeping
system used for the purpose of tracking award grants under this Plan generally (in each case, an “award agreement”),
as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted
or deemed accepted by the recipient of the award in such form and manner as the Administrator may require. The Administrator may
authorize any officer of the Company (other than the particular award recipient) to execute any or all award agreements on behalf
of the Company. The award agreement shall set forth the material terms and conditions of the award as established by the Administrator
consistent with the express limitations of this Plan.



 


		5.4	Settlements. Payment of awards may be in the form of cash, Ordinary Shares, other awards or combinations thereof
as the Administrator shall determine, and with such restrictions as it may impose.



 


		5.5	Consideration for Ordinary Shares or Awards. The purchase price (if any) for
any award granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as applicable, may be paid by means
of any lawful consideration as



 




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determined by the Administrator, including,
without limitation, one or a combination of the following methods:


 


		·	services rendered by the recipient of such award;



 


		·	cash, check payable to the order of the Company, or electronic funds transfer;



 


		·	notice and third party payment in such manner as may be authorized by the Administrator;



 


		·	the delivery of previously owned Ordinary Shares;



 


		·	by a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		·	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party
who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.



 


In no event shall any shares newly-issued
by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration
permitted by applicable law. Ordinary Shares used to satisfy the exercise price of an option shall be valued at their fair market
value on the date of exercise. The Company will not be obligated to deliver any shares unless and until it receives full payment
of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to
exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator
may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by
any method other than cash payment to the Company.


 


		5.6	Definition of Fair Market Value. For purposes of this Plan, “fair market value” shall mean, unless
otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for an Ordinary
Share on the NASDAQ Stock Market (the “Market”) for the date in question or, if no sales of Ordinary Shares
were reported on the Market on that date, the closing price (in regular trading) for an Ordinary Share on the Market for the next
preceding day on which sales of Ordinary Shares were reported on the Market. The Administrator may, however, provide with respect
to one or more awards that the fair market value shall equal the closing price (in regular trading) for an Ordinary Share on the
Market on the last trading day preceding the date in question or the average of the high and low trading prices of an Ordinary
Share on the Market for the date in question or the most recent trading day. If the Ordinary Shares are no longer listed or are
no longer actively traded on the Market as of the applicable date, the fair market value of the Ordinary Shares shall be the value
as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt
a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary
or advisable to secure any intended favorable tax, legal or other



 




    	 	11	 



     


    

 


treatment for the particular award(s)
(for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will
be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding
the relevant date).


 


		5.7	Transfer Restrictions.



 


5.7.1   Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required by applicable
law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable
pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.7.2   Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and
shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.7.3   Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:


 


		(a)	transfers to the Company (for example, in connection with the expiration or termination of the award),



 


		(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has
died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary,
transfers by will or the laws of descent and distribution,



 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic
relations order if approved or ratified by the Administrator,



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal
representative, or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing
for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization
of the Administrator.



 


		5.8	International Awards. One or more awards may be granted to Eligible Persons who provide services to the Company
or one of its Subsidiaries outside of the



 




    	 	12	 



     


    

 


United States. Any awards granted
to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan
and approved by the Administrator.


 


		6.	EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS



 


		6.1	General. The Administrator shall establish the effect of a termination of employment or service on the rights
and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination
and type of award. If the participant is not an employee of the Company or one of its Subsidiaries and provides other services
to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract
or the award otherwise provides) of whether the participant continues to render services to the Company or one of its Subsidiaries
and the date, if any, upon which such services shall be deemed to have terminated.



 


		6.2	Events Not Deemed Terminations of Service. Unless the express policy of the Company or one of its Subsidiaries,
or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall
not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by
the Company or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave
is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months.
In the case of any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the
award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service,
unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after
the expiration of the term set forth in the applicable award agreement.



 


		6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary
of the Company a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in
respect of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues
as such after giving effect to the transaction or other event giving rise to the change in status, unless the Subsidiary that is
sold, spun off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes
the Eligible Person’s award(s) in connection with the transaction.



 


		7.	ADJUSTMENTS; ACCELERATION



 


		7.1	Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior
to): any reclassification, recapitalization, share split (including a share split in the form of a share dividend) or reverse share
split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend
distribution in respect of the Ordinary



 




    	 	13	 



     


    

 


Shares; or any exchange of Ordinary
Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary
Shares; then the Administrator shall equitably and proportionately adjust (1) the number and type of Ordinary Shares (or other
securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares
set forth elsewhere in this Plan), (2) the number, amount and type of Ordinary Shares (or other securities or property) subject
to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar
right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any
outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this
Plan and the then-outstanding awards.


 


Unless otherwise expressly provided
in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction
described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Company as an entirety,
the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based
awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based awards.


 


It is intended that, if possible,
any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A and Section 457A of the Code and
Section 162(m) of the Code) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.


 


Without limiting the generality of
Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant
to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.


 


		7.2	Corporate Transactions - Assumption and Termination of Awards. Upon the occurrence of any of the following: any
merger, combination, consolidation, or other reorganization in connection with which the Company does not survive (or does not
survive as a public company in respect of its Ordinary Shares); any exchange of Ordinary Shares or other securities of the Company
in connection with which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares);
a sale of all or substantially all the business, shares or assets of the Company in connection with which the Company does not
survive (or does not survive as a public company in respect of its Ordinary Shares); a dissolution of the Company; or any other
event in which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares); then the
Administrator may make provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or
all outstanding share-based awards or the cash, securities or property



 




    	 	14	 



     


    

 


deliverable to the holder of any or
all outstanding share-based awards, based upon, to the extent relevant under the circumstances, the distribution or consideration
payable to holders of the Ordinary Shares upon or in respect of such event. Upon the occurrence of any event described in the preceding
sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation
or settlement of the award or the award would otherwise continue in accordance with its terms in the circumstances: (1) unless
otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all restricted
shares then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding
shall become payable to the holder of such award; and (2) each award shall terminate upon the related event; provided that the
holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to
exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances)
in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice
of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so
accelerated may be made contingent upon the actual occurrence of the event).


 


Without limiting the preceding paragraph,
in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award
agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent
determined by the Administrator in the circumstances.


 


The Administrator may adopt such valuation methodologies
for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or
similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per
share amount payable upon or in respect of such event over the exercise or base price of the award.


 


In any of the events referred to in this Section 7.2,
the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of
such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended
to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem
an acceleration and/or termination to occur immediately prior to the applicable event and, in such circumstances, will reinstate
the original terms of the award if an event giving rise to an acceleration and/or termination does not occur.


 


Without limiting the generality of Section 3.3, any
good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding
on all persons.


 




    	 	15	 



     


    

 


		7.3	Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by express provision in
the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement
or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an
event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable
as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated
portion of the option shall be exercisable as a nonqualified option under the Code.



 


		7.4	Discretion to Accelerate. The Minimum Vesting Requirement shall not limit or restrict the Administrator’s
discretion to accelerate the vesting of any award in circumstances it determines to be appropriate (whether in connection with
a transaction, termination of employment or for any other reason).



 


		8.	OTHER PROVISIONS



 


		8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and
delivery of Ordinary Shares, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable
laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and
to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary
or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company or
one of its Subsidiaries, provide such assurances and representations to the Company or one of its Subsidiaries as the Administrator
may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.



 


		8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as
the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the
contrary.



 


		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or
in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of
the Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s
status as an employee at will, nor shall interfere in any way with the right of the Company or one of its Subsidiaries to change
a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause.
Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate
employment or service contract other than an award agreement.



 


		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the
Company, and no special or separate reserve, fund



 




    	 	16	 



     


    

 


or deposit shall be made to assure
payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any
specific asset (including Ordinary Shares, except as expressly otherwise provided) of the Company or one of its Subsidiaries by
reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption
of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of
any kind or a fiduciary relationship between the Company or one of its Subsidiaries and any participant, beneficiary or other person.
To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder,
such right shall be no greater than the right of any unsecured general creditor of the Company.


 


		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition of Ordinary Shares
acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code,
or upon any other tax withholding event with respect to any award, the Company or one of its Subsidiaries shall have the right
at its option to:



 


		(a)	require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide
for payment of at least the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold
with respect to such award event or payment; or



 


		(b)	deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s
personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Company or one of its Subsidiaries
may be required to withhold with respect to such award event or payment.



 


In any case where a tax is required
to be withheld in connection with the delivery of Ordinary Shares under this Plan, the Administrator may in its sole discretion
(subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect,
pursuant to such rules and subject to such conditions as the Administrator may establish, that the Company reduce the number of
shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair
market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum
applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole
number of shares required for tax withholding under applicable law to the extent the Company determines that withholding at any
greater level would result in an award otherwise classified as an equity award under ASC Topic 718 being classified as a liability
award under ASC Topic 718.


 




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		8.6	Effective Date, Termination and Suspension, Amendments.



 


8.6.1   Effective
Date. This Plan was originally effective as of January 7, 2013, the date of its original approval by the Board (the “Effective
Date”). This amended version of this Plan is effective as of March 31, 2016, the date this amended version of this Plan
was approved by the Board (the “Amendment Date”). This Plan shall be submitted for and subject to shareholder
approval no later than twelve months after the Amendment Date. Unless earlier terminated by the Board and subject to any extension
that may be approved by shareholders, this Plan shall terminate at the close of business on the day before the tenth anniversary
of the Amendment Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by
the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator
with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.


 


8.6.2   Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3   Shareholder
Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162,
422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any
amendment to this Plan shall be subject to shareholder approval.


 


8.6.4   Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2.


 


8.6.5   Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any
rights or benefits of the participant or obligations of the Company under any award granted under this Plan prior to the effective
date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes
or amendments for purposes of this Section 8.6.


 


		8.7	Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall
not be entitled to any privilege of share ownership as to any Ordinary Shares not actually delivered to and held of record by the
participant. Except as expressly required by Section 7.1 or otherwise



 




    	 	18	 



     


    

 


expressly provided by the Administrator,
no adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.


 


		8.8	Governing Law; Construction; Severability.



 


8.8.1   Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of Bermuda.


 


8.8.2   Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.


 


8.8.3   Plan
Construction.


 


		(a)	Rule 16b-3. It is the intent of the Company that the awards and transactions permitted by awards be interpreted in a
manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent
compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange
Act. Notwithstanding the foregoing, the Company shall have no liability to any participant for Section 16 consequences of awards
or events under awards if an award or event does not so qualify.



 


		(b)	Section 162(m). Options and SARs granted to employees of the Company or one of its Subsidiaries with an exercise or
base price not less than the fair market value of an Ordinary Share at the date of grant that are approved by a committee composed
solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be
intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise
at the time of grant of the award.



 


		8.9	Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience
to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation
of this Plan or any provision thereof.



 


		8.10	Share-Based Awards in Substitution for Options or Awards Granted by Other Company.
Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee options, SARs,
restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons
in respect of the Company or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with
the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly,
of all or a substantial part of the shares or assets of the employing entity. The awards so granted need not comply with other



 




    	 	19	 



     


    

 


specific terms of this Plan, provided
the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to
the Ordinary Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards
that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution
for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or
indirect parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with
a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number
of shares available for issuance under this Plan.


 


		8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or
the Administrator to grant awards or authorize any other compensation, with or without reference to Ordinary Shares, under any
other plan or authority.



 


		8.12	No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder
shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize:
(a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any
Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue
of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the capital shares (or the rights thereof)
of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer
of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by
the Company or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement
against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any
Subsidiary, as a result of any such action.



 


		8.13	Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under
an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination
of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary,
except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition
to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements
of the Company or its Subsidiaries.



 


		8.14	Clawback Policy. The awards granted under this Plan are subject to the terms of the Company’s recoupment,
clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of
which could in certain circumstances require repayment or forfeiture of awards or any Ordinary Shares or other cash or property
received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the
awards).



  




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