Exhibit 10.3


 


NORWEGIAN CRUISE LINE HOLDINGS LTD.


EMPLOYEE STOCK PURCHASE PLAN


 


		1.	PURPOSE



 


The purpose of this Plan is to assist Eligible Employees
in acquiring a stock ownership interest in the Corporation, at a favorable price and upon favorable terms, pursuant to a plan
which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. This Plan is also
intended to encourage Eligible Employees to remain in the employ of the Corporation or a Participating Subsidiary and to provide
them with an additional incentive to advance the best interests of the Corporation.


 


		2.	DEFINITIONS



 


Capitalized terms used herein which are not otherwise
defined shall have the following meanings.


 


“Account” means the bookkeeping account
maintained by the Corporation, or by a recordkeeper on behalf of the Corporation, for a Participant pursuant to Section 7(a).


 


“Board” means the Board of Directors
of the Corporation.


 


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


 


“Commission” means the U.S. Securities
and Exchange Commission.


 


“Committee” means the committee appointed
by the Board to administer this Plan pursuant to Section 12.


 


“Compensation” means an Eligible Employee’s
regular earnings and shall not include any overtime pay, sick pay, shift differential, shift premium, vacation pay, cash incentive
compensation, commissions or cash bonuses. Compensation also includes any amounts contributed as salary reduction contributions
to a plan qualifying under Section 401(k), 125 or 129 of the Code. Any other form of remuneration is excluded from Compensation,
including (but not limited to) the following: prizes, awards, relocation or housing allowances, stock option exercises, stock
appreciation right payments, the vesting or grant of restricted stock, the payment of stock units, performance awards, auto allowances,
tuition reimbursement, perquisites, non-cash compensation and other forms of imputed income. Notwithstanding the foregoing, Compensation
shall not include any amounts deferred under or paid from any nonqualified deferred compensation plan maintained by the Corporation
or any Subsidiary.


 


“Contributions” means the bookkeeping
amounts credited to the Account of a Participant pursuant to this Plan, equal in amount to the amount of Compensation that the
Participant has elected to contribute for the purchase of Ordinary Shares under and in accordance with this Plan.


 


“Corporation” means Norwegian Cruise
Line Holdings Ltd., a company organized under the laws of Bermuda, and its successors.


 


“Effective Date” means the date on which
this Plan is initially approved by the stockholders of the Corporation.


 




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“Eligible Employee” means any employee
of the Corporation, or of any Subsidiary which has been designated in writing by the Committee as a “Participating Subsidiary.”
Notwithstanding the foregoing, “Eligible Employee” shall not include any employee:


 


		(a)	whose customary employment is for five (5) months or less in
                                         a calendar year; or



 


		(b)	whose customary employment is for twenty (20) hours or less per
                                         week.



 


“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended from time to time.


 


“Fair Market Value” on any date means:


 


		(a)	if the Ordinary Shares are listed or admitted to trade on a national
                                         securities exchange, the closing price of an Ordinary Share on such date on the principal
                                         national securities exchange on which the Ordinary Shares are so listed or admitted to
                                         trade, or, if there is no trading of the Ordinary Shares on such date, then the closing
                                         price of an Ordinary Share on such exchange on the next preceding date on which there
                                         was trading in the Ordinary Shares;



 


		(b)	in the absence of exchange data required to determine Fair Market
                                         Value pursuant to the foregoing, the value as established by the Committee as of the
                                         relevant time for purposes of this Plan.



 


“Grant Date” means, with respect to
an Offering Period, the first day of that Offering Period.


 


“Individual Limit” has the meaning given
to such term in Section 4(b).


 


“New Purchase Date” has the meaning
given to such term in Section 18.


 


“Offering Period” means the six (6)
consecutive month period commencing on each Grant Date; provided, however, that the Committee may declare, as it deems appropriate
and in advance of the applicable Offering Period, a shorter (not to be less than three months) Offering Period or a longer (not
to exceed 27 months) Offering Period. Unless otherwise established by the Committee prior to the start of an Offering Period,
the duration of each Offering Period shall be as provided in Section 5.


 


“Option” means the stock option to acquire
Ordinary Shares granted to a Participant pursuant to Section 8.


 


“Option Price” means the per share exercise
price of an Option as determined in accordance with Section 8(b).


 


“Ordinary Shares” means the ordinary
shares, par value $0.001 per share, of the Corporation, and such other securities or property as may become the subject of Options
pursuant to an adjustment made under Section 17.


 


“Parent” means any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the Corporation in which each corporation (other than the
Corporation) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one or more of the
other corporations in the chain.


 


“Participant” means an Eligible Employee
who has elected to participate in this Plan and who has filed a valid and effective Subscription Agreement to make Contributions
pursuant to Section 6.


 


“Participating Subsidiary” shall have
the meaning given to such term in Section 19(c).


 




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“Plan” means this Norwegian Cruise Line
Holdings Ltd. Employee Stock Purchase Plan, as it may be amended or restated from time to time.


 


“Purchase Date” means, with respect
to an Offering Period, the last day of that Offering Period.


 


“Subscription Agreement ” means the
written agreement (including a written agreement in electronic form) filed by an Eligible Employee with the Corporation pursuant
to Section 6 to participate in this Plan.


 


“Subsidiary” means any corporation (other
than the Corporation) in an unbroken chain of corporations (beginning with the Corporation) in which each corporation (other than
the last corporation) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one or more
of the other corporations in the chain.


 


		3.	ELIGIBILITY



 


Any person employed as an Eligible Employee as of the
beginning of any given Offering Period shall be eligible to participate in such Offering Period, subject to the Eligible Employee
satisfying the requirements of Section 6.


 


		4.	STOCK SUBJECT TO THIS PLAN;
                                         SHARE LIMITATIONS



 


		(a)	Aggregate Share Limit.
                                         Subject to the provisions of Section 17, the capital stock that may be delivered under
                                         this Plan will be the Corporation’s authorized but unissued Ordinary Shares. The
                                         maximum number of Ordinary Shares that may be delivered pursuant to Options granted under
                                         this Plan is 2,000,000 shares, subject to adjustments pursuant to Section 17. 



 


		(b)	Individual Share Limit.
                                         The maximum number of Ordinary Shares that any one individual may acquire upon exercise
                                         of his or her Option with respect to any one Offering Period is 1,500, subject to adjustments
                                         pursuant to Section 17 (the “Individual Limit”). The Committee may
                                         amend the Individual Limit as it applies to any particular Offering Period, effective
                                         no earlier than the first day of such Offering Period without stockholder approval. 



 


		(c)	Shares Not Actually Delivered.
                                         Shares that are subject to or underlie Options, which 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, except to the extent prohibited by law, be available for
                                         subsequent Options under this Plan.



 


		5.	OFFERING PERIODS



 


During the term of this Plan, the Corporation will grant
Options to purchase Ordinary Shares in each Offering Period to all Participants in that Offering Period. The Grant Date and Purchase
Date of the initial Offering Period after the Effective Date will be established by the Committee in advance of the Offering Period.
Unless otherwise specified in advance by the Committee, each Offering Period thereafter will be of approximately six (6) months
duration, with the first such Offering Period commencing immediately after the Purchase Date of the initial Offering Period. Each
Option shall become effective on the Grant Date of the Offering Period with respect to which the Option is granted. The term of
each Option shall be the duration of the related Offering Period and shall end on the Purchase Date of that Offering Period. Offering
Periods shall continue until this Plan is terminated in accordance with Section 18 or 19, or, if earlier, until no Ordinary Shares
remain available for Options pursuant to Section 4.


 




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		6.	PARTICIPATION



 


		(a)	Enrollment. An Eligible
                                         Employee may become a Participant in this Plan by completing a Subscription Agreement
                                         on a form approved by and in a manner prescribed by the Committee (or its delegate).
                                         To become effective, a Subscription Agreement must be signed by the Eligible Employee
                                         and be filed with the Corporation at the time specified by the Committee, but in all
                                         cases prior to the start of the Offering Period with respect to which it is to become
                                         effective, and must set forth a whole percentage (or, if the Committee so provides, a
                                         stated amount) of the Eligible Employee’s Compensation to be credited to the Participant’s
                                         Account as Contributions each pay period.



 


		(b)	Contribution Limits. Notwithstanding
                                         the foregoing, a Participant may not elect to contribute less than ten dollars ($10)
                                         nor more than ten percent (10%) (or such other limit as the Committee may establish prior
                                         to the start of the applicable Offering Period) of his or her Compensation during any
                                         one pay period as Plan Contributions. The Committee also may prescribe other limits,
                                         rules or procedures for Contributions. In the event the Committee permits Participants
                                         to make direct payments of Contributions, the Committee may establish a minimum amount
                                         for such direct payments prior to the start of the applicable Offering Period.



 


		(c)	Content and Duration of Subscription
                                         Agreements. Subscription Agreements shall contain the Eligible Employee’s authorization
                                         and consent to the Corporation’s withholding from his or her Compensation the amount
                                         of his or her Contributions (or, if the Committee permits Participants to make direct
                                         payments of Contributions, the Eligible Employee’s agreement to make such contributions).
                                         An Eligible Employee’s Subscription Agreement, and his or her participation election
                                         and withholding consent thereon, shall remain valid for all Offering Periods until (1)
                                         the Eligible Employee’s participation terminates pursuant to the terms hereof,
                                         (2) the Eligible Employee files a new Subscription Agreement that becomes effective,
                                         or (3) the Committee requires that a new Subscription Agreement be executed and filed
                                         with the Corporation. 



 


		7.	METHOD OF PAYMENT OF CONTRIBUTIONS



 


		(a)	Participation Accounts.
                                         The Corporation shall maintain on its books, or cause to be maintained by a recordkeeper,
                                         an Account in the name of each Participant. The percentage of Compensation elected to
                                         be applied as Contributions by a Participant shall be deducted from such Participant’s
                                         Compensation on each payday during the period for payroll deductions set forth below
                                         and such payroll deductions shall be credited to that Participant’s Account as
                                         soon as administratively practicable after such date. A Participant may not make any
                                         additional payments to his or her Account unless the Committee permits Participants to
                                         make direct payments of Contributions prior to the start of the applicable Offering Period.
                                         A Participant’s Account shall be reduced by any amounts used to pay the Option
                                         Price of shares acquired, or by any other amounts distributed pursuant to the terms hereof.



 


		(b)	Payroll Deductions. Subject
                                         to such other rules as the Committee may adopt, payroll deductions with respect to an
                                         Offering Period shall commence on the first pay day which coincides with or immediately
                                         follows the applicable Grant Date and shall end on the last pay day which coincides with
                                         or immediately precedes the applicable Purchase Date, unless sooner terminated by the
                                         Participant as provided in Section 7(d) or until his or her participation terminates
                                         pursuant to Section 11.



 


		(c)	Changes in Contribution Elections
                                         for Next Offering Period. A Participant may discontinue, increase, or decrease the
                                         level of his or her Contributions (within the Plan limits) by completing and filing with
                                         the Corporation, on such terms as the Committee (or its delegate) may prescribe, a new
                                         Subscription Agreement which indicates such election. Subject to any other timing requirements
                                         that the Committee may impose, an election pursuant to this Section 7(c) shall be



 




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effective with the first Offering Period
that commences after the Corporation’s receipt of such election. Except as contemplated by Section 7(d) and 7(e), changes
in Contribution levels may not take effect during an Offering Period. Other modifications or suspensions of Subscription Agreements
are not permitted.


 


		(d)	Withdrawal During an Offering
                                         Period. A Participant may terminate his or her Contributions during an Offering Period
                                         (and receive a distribution of the balance of his or her Account in accordance with Section
                                         11) by completing and filing with the Corporation, in such form and on such terms as
                                         the Committee (or its delegate) may prescribe, a written withdrawal form which shall
                                         be signed by the Participant. Such termination shall be effective as soon as administratively
                                         practicable after its receipt by the Corporation. A withdrawal election pursuant to this
                                         Section 7(d) shall only be effective for a particular Offering Period, however, if it
                                         is received by the Corporation prior to the Purchase Date of that Offering Period (or
                                         such earlier deadline that the Committee may reasonably require to process the withdrawal
                                         prior to the applicable Purchase Date). Partial withdrawals of Accounts are not permitted.



 


		(e)	Discontinuance of Contributions
                                         During an Offering Period. A Participant may discontinue his or her Contributions
                                         at any time during an Offering Period by completing and filing with the Corporation,
                                         on such terms as the Committee (or its delegate) may prescribe, a new Subscription Agreement
                                         which indicates such election. If a Participant elects to discontinue his or her Contributions
                                         pursuant to this Section 7(e), the Contributions previously credited to the Participant’s
                                         Account for that Offering Period shall be used to exercise the Participant’s Option
                                         as of the applicable Purchase Date in accordance with Section 9 (unless the Participant
                                         makes a timely withdrawal election in accordance with Section 7(d), in which case such
                                         Participant’s Account shall be paid to him or her in cash in accordance with Section
                                         11(a)).



 


		(f)	Leaves of Absence. During
                                         leaves of absence approved by the Corporation or a Participating Subsidiary and meeting
                                         the requirements of Regulation Section 1.421-1(h)(2) under the Code, a Participant may
                                         continue participation in this Plan by cash payments to the Corporation on his normal
                                         paydays equal to the reduction in his Plan Contributions caused by his leave.



 


		8.	GRANT OF OPTION



 


		(a)	Grant Date; Number of Shares.
                                         On each Grant Date, each Eligible Employee who is a Participant during that Offering
                                         Period shall be granted an Option to purchase a number of Ordinary Shares. The Option
                                         shall be exercised on the Purchase Date for that Offering Period. The number of Ordinary
                                         Shares to be purchased upon exercise of the Option on the Purchase Date shall be determined
                                         by dividing the Participant’s Account balance as of that Purchase Date by the Option
                                         Price, subject to the limits of Section 8(c).



 


		(b)	Option Price. The Option
                                         Price per share of the shares subject to an Option for an Offering Period shall be the
                                         lesser of: (i) 85% of the Fair Market Value of a Share on the Grant Date
                                         of the Offering Period; or (ii) 85% of the Fair Market Value of a Share on the Purchase
                                         Date of that Offering Period; provided, however, that the Committee may provide prior
                                         to the start of any Offering Period that the Option Price for that Offering Period shall
                                         be determined by applying a discount amount (not to exceed 15%) to either (1) the Fair
                                         Market Value of an Ordinary Share on the Grant Date of the Offering Period, or (2) the
                                         Fair Market Value of an Ordinary Share on the Purchase Date of that Offering Period,
                                         or (3) the lesser of the Fair Market Value of an Ordinary Share on the Grant Date of
                                         the Offering Period or the Fair Market Value of an Ordinary Share on the Purchase Date
                                         of that Offering Period. Notwithstanding anything to the contrary in the preceding provisions
                                         of this Section 8(b), in no event shall the Option Price per share be less than the par
                                         value of an Ordinary Share. 



 




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		(c)	Limits on Share Purchases.
                                         Notwithstanding anything else contained herein, the maximum number of shares subject
                                         to an Option for an Offering Period shall be subject to the Individual Limit in effect
                                         on the Grant Date of that Offering Period (subject to adjustment pursuant to Section
                                         17) and any person who is otherwise an Eligible Employee shall not be granted any Option
                                         (or any Option granted shall be subject to compliance with the following limitations)
                                         or other right to purchase shares under this Plan to the extent:



 


		(1)	it would, if exercised, cause the person to own stock (within
                                         the meaning of Section 423(b)(3) of the Code) possessing 5% or more of the total combined
                                         voting power or value of all classes of stock of the Corporation, or of any Parent, or
                                         of any Subsidiary; or



 


		(2)	such Option causes such individual to have rights to purchase
                                         stock under this Plan and any other plan of the Corporation, any Parent, or any Subsidiary
                                         which is qualified under Section 423 of the Code which accrue at a rate which exceeds
                                         $25,000 of the fair market value of the stock of the Corporation, of any Parent, or of
                                         any Subsidiary (determined at the time the right to purchase such stock is granted, before
                                         giving effect to any discounted purchase price under any such plan) for each calendar
                                         year in which such right is outstanding at any time.



 


For purposes of the foregoing, a right
to purchase stock accrues when it first become exercisable during the calendar year. In determining whether the stock ownership
of an Eligible Employee equals or exceeds the 5% limit set forth above, the rules of Section 424(d) of the Code (relating
to attribution of stock ownership) shall apply, and stock which the Eligible Employee may purchase under outstanding options shall
be treated as stock owned by the Eligible Employee.


 


		9.	EXERCISE OF OPTION



 


		(a)	Purchase of Shares. Unless
                                         a Participant withdraws pursuant to Section 7(d) or the Participant’s Plan participation
                                         is terminated as provided in Section 11, his or her Option for the purchase of shares
                                         shall be exercised automatically on the Purchase Date for that Offering Period, without
                                         any further action on the Participant’s part, and the maximum number of whole Ordinary
                                         Shares subject to such Option (subject to the limits of Section 8(c)) shall be purchased
                                         at the Option Price with the balance of such Participant’s Account.



 


		(b)	Account Balance Remaining
                                         After Purchase. If any amount which is not sufficient to purchase a whole share remains
                                         in a Participant’s Account after the exercise of his or her Option on the Purchase
                                         Date: (1) such amount shall be credited to such Participant’s Account for
                                         the next Offering Period, if he or she is then a Participant; or (2) if such Participant
                                         is not a Participant in the next Offering Period, or if the Committee so elects, such
                                         amount shall be refunded to such Participant as soon as administratively practicable
                                         after such date. If the share limit of Section 4(a) is reached, any amount that remains
                                         in a Participant’s Account after the exercise of his or her Option on the Purchase
                                         Date to purchase the number of shares that he or she is allocated shall be refunded to
                                         the Participant as soon as administratively practicable after such date. If any amount
                                         which exceeds the limits of Section 8(c) remains in a Participant’s Account after
                                         the exercise of his or her Option on the Purchase Date, such amount shall be refunded
                                         to the Participant as soon as administratively practicable after such date. The Participant’s
                                         Account shall be reduced on a dollar-for-dollar basis by any amount used to purchase
                                         shares hereunder or any amount refunded to the Participant. 



 


		10.	DELIVERY OF SHARES



 


As soon as administratively practicable
after the Purchase Date, the Corporation shall, in its discretion, either deliver to each Participant a certificate representing
the Ordinary Shares purchased upon exercise of his or her Option, provide for the crediting of such shares in book entry form
in the name of the Participant,


 




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or provide for an alternative arrangement
for the delivery of such shares to a broker or recordkeeping service for the benefit of the Participant. In the event the Corporation
is required to obtain from any commission or agency authority to issue any such certificate or otherwise deliver such shares,
the Corporation will seek to obtain such authority. If the Corporation is unable to obtain from any such commission or agency
authority which counsel for the Corporation deems necessary for the lawful issuance of any such certificate or other delivery
of such shares, or if for any other reason the Corporation cannot issue or deliver Ordinary Shares and satisfy Section 21, the
Corporation shall be relieved from liability to any Participant except that the Corporation shall return to each Participant to
whom such shares cannot be issued or delivered the amount of the balance credited to his or her Account that would have otherwise
been used for the purchase of such shares.


 


		11.	TERMINATION OF EMPLOYMENT;
                                         CHANGE IN ELIGIBLE STATUS



 


		(a)	General. Except as provided
                                         in Section 11(b) below, if a Participant ceases to be an Eligible Employee for any reason
                                         (including, without limitation, due to the Participant’s death, disability, resignation
                                         or retirement, or due to a layoff or other termination of employment with or without
                                         cause), or if the Participant elects to withdraw from the Plan pursuant to Section 7(d),
                                         at any time prior to the last day of an Offering Period in which he or she participates,
                                         such Participant’s Account shall be paid to him or her (or, in the event of the
                                         Participant’s death, to the person or persons entitled thereto under Section 13)
                                         in cash, and such Participant’s Option and participation in the Plan shall automatically
                                         terminate as of the time that the Participant ceased to be an Eligible Employee.



 


		(b)	Change in Eligible Status;
                                         Leave. If a Participant (1) ceases to be an Eligible Employee during an Offering
                                         Period but remains an employee of the Corporation or a Subsidiary through the Purchase
                                         Date for that Offering Period (for example, and without limitation, due to a change in
                                         the Participant’s employer from the Corporation or a Participating Subsidiary to
                                         a non-Participating Subsidiary, if the Participant’s employer ceases to maintain
                                         the Plan as a Participating Subsidiary but otherwise continues as a Subsidiary, or if
                                         the Participant’s customary level of employment no longer satisfies the requirements
                                         set forth in the definition of Eligible Employee), or (2) during an Offering Period commences
                                         a sick leave, military leave, or other leave of absence approved by the Corporation or
                                         a Participating Subsidiary, and the leave meets the requirements of Treasury Regulation
                                         Section 1.421-1(h)(2) and the Participant is an employee of the Corporation or a Subsidiary
                                         or on such leave as of the applicable Purchase Date, such Participant’s Contributions
                                         shall cease (subject to Section 7(d) and Section 7(f)), and the Contributions previously
                                         credited to the Participant’s Account for that Offering Period shall be used to
                                         exercise the Participant’s Option as of the applicable Purchase Date in accordance
                                         with Section 9 (unless the Participant makes a timely withdrawal election in accordance
                                         with Section 7(d), in which case such Participant’s Account shall be paid to him
                                         or her in cash in accordance with Section 11(a)).



 


		(c)	Re-Enrollment. A Participant’s
                                         termination from Plan participation precludes the Participant from again participating
                                         in this Plan during that Offering Period. However, such termination shall not have any
                                         effect upon his or her ability to participate in any succeeding Offering Period, provided
                                         that the applicable eligibility and participation requirements are again then met. A
                                         Participant’s termination from Plan participation shall be deemed to be a revocation
                                         of that Participant’s Subscription Agreement and such Participant must file a new
                                         Subscription Agreement to resume Plan participation in any succeeding Offering Period.
                                         



 


		(d)	Change in Subsidiary Status.
                                         For purposes of this Plan, if a Subsidiary ceases to be a Subsidiary, each person employed
                                         by that Subsidiary will be deemed to have terminated employment for purposes of this
                                         Plan, unless the person continues as an employee of the Corporation or another Subsidiary.



 




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		12.	ADMINISTRATION



 


		(a)	The Committee. The Board
                                         shall appoint the Committee, which shall be composed of not less than two members of
                                         the Board. The Board may, at any time, increase or decrease the number of members of
                                         the Committee, may remove from membership on the Committee all or any portion of its
                                         members, and may appoint such person or persons as it desires to fill any vacancy existing
                                         on the Committee, whether caused by removal, resignation, or otherwise. The Board may
                                         also, at any time, assume the administration of all or a part of this Plan, in which
                                         case references (or relevant references in the event the Board assumes the administration
                                         of only certain aspects of this Plan) to the “Committee” shall be deemed
                                         to be references to the Board. Action of the Committee with respect to this Plan shall
                                         be taken pursuant to a majority vote or by the unanimous written consent of its members.
                                         No member of the Committee shall be entitled to act on or decide any matter relating
                                         solely to himself or herself or solely to any of his or her rights or benefits under
                                         this Plan.



 


		(b)	Powers and Duties of the Committee.
                                         Subject to the express provisions of this Plan, the Committee shall supervise and administer
                                         this Plan and shall have the full authority and discretion: (1) to construe and interpret
                                         this Plan and any agreements defining the rights and obligations of the Corporation,
                                         any Subsidiary, and Participants under this Plan; (2) to further define the terms used
                                         in this Plan; (3) to prescribe, amend and rescind rules and regulations relating to the
                                         administration of this Plan (including, without limitation, deadlines for making elections
                                         or for providing any notices contemplated by this Plan, which deadlines may be more restrictive
                                         than any deadlines otherwise contemplated by this Plan); and (4) to make all other determinations
                                         and take such other action as contemplated by this Plan or as may be necessary or advisable
                                         for the administration of this Plan or the effectuation of its purposes. Notwithstanding
                                         anything else contained in this Plan to the contrary, the Committee may also adopt rules,
                                         procedures, separate offerings or sub-plans applicable to particular Subsidiaries or
                                         locations, which sub-plans may be designed to be outside the scope of Section 423 of
                                         the Code and need not comply with the otherwise applicable provisions of this Plan.



 


		(c)	Decisions of the Committee
                                         are Binding. Any action taken by, or inaction of, the Corporation, any Subsidiary,
                                         the Board or the Committee 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.



 


		(d)	Indemnification. Neither
                                         the Board nor any 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, and all such persons shall be entitled
                                         to indemnification and reimbursement by the Corporation 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. 



 


		(e)	Reliance on Experts. In
                                         making any determination or in taking or not taking any action under this Plan, the Committee
                                         or the Board, as the case may be, may obtain and may rely upon the advice of experts,
                                         including professional advisors to the Corporation. No director, officer or agent of
                                         the Corporation or any Participating Subsidiary shall be liable for any such action or
                                         determination taken or made or omitted in good faith.



 


		(f)	Delegation. The Committee
                                         may delegate ministerial, non-discretionary functions to individuals who are officers
                                         or employees of the Corporation or a Subsidiary.



 




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		13.	DESIGNATION OF BENEFICIARY



 


If the Committee permits beneficiary
designations with respect to this Plan, then each Participant may file, on a form and in a manner prescribed by the Committee
(or its delegate), a written designation of a beneficiary who is to receive any shares or cash from or with respect to such Participant’s
Account under this Plan in the event of such Participant’s death. If a Participant is married and the designated beneficiary
is not solely his or her spouse, spousal consent shall be required for such designation to be effective unless it is established
(to the satisfaction of the Committee or its delegate) that there is no spouse or that the spouse cannot be located. The Committee
may rely on the last designation of a beneficiary filed by a Participant in accordance with this Plan. Beneficiary designations
may be changed by the Participant (and his or her spouse, if required) at any time on forms provided and in the manner prescribed
by the Committee (or its delegate).


 


If a Participant dies with no validly
designated beneficiary under this Plan who is living at the time of such Participant’s death (or in the event the Committee
does not permit beneficiary designations under this Plan), the Corporation shall deliver all shares and/or cash payable pursuant
to the terms hereof to the executor or administrator of the estate of the Participant, or if no such executor or administrator
has been appointed, the Corporation, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Corporation, then to such other
person as the Corporation may designate.


 


If a Participant’s death occurs
before the end of an Offering Period or subsequent to the end of an Offering Period but prior to the delivery to him or her or
for his or her benefit of any shares deliverable under the terms of this Plan, and the Corporation has notice of the Participant’s
death, then any shares purchased for that Offering Period and any remaining balance of such Participant’s Account shall
be paid to such beneficiary (or such other person entitled to such payment pursuant to this Section 13). If the Committee
permits beneficiary designations with respect to this Plan, any such designation shall have no effect with respect to shares purchased
and actually delivered (or credited, as the case may be) to or for the benefit of the Participant.


 


		14.	TRANSFERABILITY



 


Neither Contributions credited to a Participant’s
Account nor any Options or rights with respect to the exercise of Options or right to receive shares under this Plan may be anticipated,
alienated, encumbered, assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent
and distribution, or as provided in Section 13) by the Participant. Any such attempt at anticipation, alienation, encumbrance,
assignment, transfer, pledge or other disposition shall be without effect and all amounts shall be paid and all shares shall be
delivered in accordance with the provisions of this Plan. Amounts payable or shares deliverable pursuant to this Plan shall be
paid or delivered only to (or credited in the name of, as the case may be) the Participant or, in the event of the Participant’s
death, the Participant’s beneficiary pursuant to Section 13.


 


		15.	USE OF FUNDS; INTEREST



 


All Contributions received or held by the Corporation
under this Plan will be included in the general assets of the Corporation and may be used for any corporate purpose. Notwithstanding
anything else contained herein to the contrary, no interest will be paid to any Participant or credited to his or her Account
under this Plan (in respect of Account balances, refunds of Account balances, or otherwise). Amounts payable under this Plan shall
be payable in Ordinary Shares or from the general assets of the Corporation and, except for any shares that may be reserved on
the books of the Corporation for issuance with respect to this Plan, no special or separate reserve, fund or deposit shall be
made to assure payment of amounts that may be due with respect to this Plan.


 




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		16.	REPORTS



 


Statements shall be provided (either electronically or
in written form, as the Committee may provide from time to time) to Participants as soon as administratively practicable following
each Purchase Date. Each Participant’s statement shall set forth, as of such Purchase Date, that Participant’s Account
balance immediately prior to the exercise of his or her Option, the Option Price, the number of whole shares purchased and his
or her remaining Account balance, if any.


 


		17.	ADJUSTMENTS OF AND CHANGES
                                         IN THE STOCK



 


Upon or in contemplation of any reclassification, recapitalization,
stock split (including a stock split in the form of a stock dividend), or reverse stock split; any merger, combination, consolidation,
or other reorganization; split-up, spin-off, or any similar extraordinary dividend distribution in respect of the Ordinary Shares
(whether in the form of securities or property); any exchange of Ordinary Shares or other securities of the Corporation, or any
similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; or a sale of substantially all the
assets of the Corporation as an entirety occurs; then the Committee shall equitably and proportionately adjust (1) the number
and type of shares or the number and type of other securities that thereafter may be made the subject of Options (including the
specific maxima and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares (or other securities
or property) subject to any or all outstanding Options, (3) the Option Price of any or all outstanding Options, and/or (4) the
securities, cash or other property deliverable upon exercise of any outstanding Options, in each case to the extent necessary
to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding Options.


 


Upon the occurrence of any event described in the preceding
paragraph, or any other event in which the Corporation does not survive (or does not survive as a public company in respect of
its Ordinary Shares); then the Committee may make provision for a cash payment or for the substitution or exchange of any or all
outstanding Options for cash, securities or property to be delivered to the holders of any or all outstanding Options based upon
the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event.


 


The Committee may adopt such valuation
methodologies for outstanding Options as it deems reasonable in the event of a cash or property settlement and, without limitation
on other methodologies, may base such settlement solely upon the excess (if any) of the amount payable upon or in respect of such
event over the Option Price of the Option.


 


In any of such events, the Committee
may take such action sufficiently prior to such event to the extent that the Committee deems the action necessary to permit the
Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or
will be available to stockholders generally.


 


		18.	POSSIBLE EARLY TERMINATION
                                         OF PLAN AND OPTIONS



 


Upon a dissolution or liquidation of the Corporation,
or any other event described in Section 17 that the Corporation does not survive or does not survive as a publicly-traded company
in respect of its Ordinary Shares, as the case may be, and the Committee does not make provision for a cash payment or for the
substitution or exchange of outstanding Options in accordance with Section 17, then any Offering Period then in progress shall
be shortened and a new Purchase Date shall be established by the Committee (the “New Purchase Date”), as of
which date the Plan and any Offering Period then in progress will terminate. The New Purchase Date shall be on or before the date
of the consummation of the transaction and the Committee shall notify each Participant in writing at least ten (10) days prior
to the New Purchase Date that the Purchase Date for his or her outstanding Option has been changed to the New Purchase Date and
that his or her Option will be exercised automatically on the New Purchase Date, unless prior to such date he or she has withdrawn
from the Offering Period in accordance with Section 7(d). The Option Price on the New


 




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Purchase Date shall be determined as provided in Section
8(b), and, if applicable, the New Purchase Date shall be treated as the “Purchase Date” for purposes of determining
such Option Price.


 


		19.	TERM OF PLAN; AMENDMENT
                                         OR TERMINATION



 


		(a)	Effective Date; Termination.
                                         Subject to Section 19(b), this Plan shall become effective as of the Effective Date.
                                         No new Offering Periods shall commence on or after the tenth (10th) anniversary
                                         of the Effective Date, and this Plan shall terminate as of the Purchase Date on or immediately
                                         following such date unless sooner terminated pursuant to Section 18 or this Section 19.
                                         In the event that during a particular Offering Period all of the Ordinary Shares made
                                         available under this Plan are subscribed prior to the expiration of this Plan, this Plan
                                         and all outstanding Options hereunder shall terminate at the end of that Offering Period
                                         and the shares available shall be allocated for purchase by Participants in that Offering
                                         Period on a pro-rata basis determined with respect to Participants’ Account balances.



 


		(b)	Board Amendment Authority.
                                         The Board may, at any time, terminate or, from time to time, amend, modify or suspend
                                         this Plan, in whole or in part and without notice. Stockholder approval for any amendment
                                         or modification shall not be required, except to the extent required by law or applicable
                                         stock exchange rules, or required under Section 423 of the Code in order to preserve
                                         the intended tax consequences of this Plan. No Options may be granted during any suspension
                                         of this Plan or after the termination of this Plan, but the Committee will retain jurisdiction
                                         as to Options then outstanding in accordance with the terms of this Plan. No amendment,
                                         modification, or termination pursuant to this Section 19(b) shall, without written
                                         consent of the Participant, affect in any manner materially adverse to the Participant
                                         any rights or benefits of such Participant or obligations of the Corporation under any
                                         Option granted under this Plan prior to the effective date of such change. Changes contemplated
                                         by Section 17 or Section 18 shall not be deemed to constitute changes or amendments
                                         requiring Participant consent.



 


		(c)	Certain Additional Committee
                                         Authority. Notwithstanding the amendment provisions of Section 19(b) and without
                                         limiting the Board’s authority thereunder and without limiting the Committee’s
                                         authority pursuant to any other provision of this Plan, the Committee shall have the
                                         right (1) to designate from time to time the Subsidiaries whose employees may be eligible
                                         to participate in this Plan (including, without limitation, any Subsidiary that may first
                                         become such after the date stockholders first approve this Plan) (each a “Participating
                                         Subsidiary”), and (2) to change the service and other qualification requirements
                                         set forth under the definition of Eligible Employee in Section 2 (subject to the requirements
                                         of Section 423(b) of the Code and applicable rules and regulations thereunder). Any such
                                         change shall not take effect earlier than the first Offering Period that starts on or
                                         after the effective date of such change. Any such change shall not require stockholder
                                         approval.



 


		20.	NOTICES



 


All notices or other communications by a Participant
to the Corporation contemplated by this Plan shall be deemed to have been duly given when received in the form and manner specified
by the Committee (or its delegate) at the location, or by the person, designated by the Committee (or its delegate) for that purpose.


 


		21.	CONDITIONS UPON ISSUANCE
                                         OF SHARES



 


This Plan, the granting of Options under this Plan and
the offer, issuance and delivery of Ordinary Shares are subject to compliance with all applicable federal and state laws, rules
and regulations (including but not limited to state and federal securities laws) and to such approvals by any listing, regulatory
or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith.
The person acquiring any securities under this Plan will, if requested by the Corporation and as a condition precedent to the
exercise of his or her Option, provide such assurances and representations to


 




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the Corporation as the Committee may deem necessary or
desirable to assure compliance with all applicable legal requirements.


 


		22.	PLAN CONSTRUCTION



 


		(a)	Section 16. It is the
                                         intent of the Corporation that transactions involving Options under this Plan (other
                                         than “Discretionary Transactions” as that term is defined in Rule 16b-3(b)(1)
                                         promulgated by the Commission under Section 16 of the Exchange Act, to the extent there
                                         are any Discretionary Transactions under this Plan), in the case of Participants who
                                         are or may be subject to the prohibitions of Section 16 of the Exchange Act, satisfy
                                         the requirements for exemption under Rule 16b-3(c) promulgated by the Commission under
                                         Section 16 of the Exchange Act to the maximum extent possible. Notwithstanding the foregoing,
                                         the Corporation shall have no liability to any Participant for Section 16 consequences
                                         of Options or other events with respect to this Plan.



 


		(b)	Section 423. Except as
                                         the Committee may expressly provide in the case of one or more sub-plans adopted pursuant
                                         to Section 12(b), this Plan and Options are intended to qualify under Section 423
                                         of the Code. Accordingly, all Participants are to have the same rights and privileges
                                         (within the meaning of Section 423(b)(5) of the Code and except as not required thereunder
                                         to qualify this Plan under Section 423) under this Plan, subject to differences in Compensation
                                         among Participants and subject to the Contribution and share limits of this Plan.



 


		(c)	Interpretation. If any
                                         provision of this Plan or of any Option would otherwise frustrate or conflict with the
                                         intents expressed above, that provision to the extent possible shall be interpreted so
                                         as to avoid such conflict. If the conflict remains irreconcilable, the Committee may
                                         disregard the provision if it concludes that to do so furthers the interest of the Corporation
                                         and is consistent with the purposes of this Plan as to such persons in the circumstances.



 


		23.	EMPLOYEES’ RIGHTS



 


		(a)	No Employment Rights.
                                         Nothing in this Plan (or in any Subscription Agreement or other document related to this
                                         Plan) will confer upon any Eligible Employee or Participant any right to continue in
                                         the employ or other service of the Corporation or any Subsidiary, constitute any contract
                                         or agreement of employment or other service or effect an employee’s status as an
                                         employee at will, nor shall interfere in any way with the right of the Corporation or
                                         any Subsidiary to change such person’s compensation or other benefits or to terminate
                                         his or her employment or other service, with or without cause. Nothing contained in this
                                         Section 23(a), however, is intended to adversely affect any express independent right
                                         of any such person under a separate employment or service contract other than a Subscription
                                         Agreement. 



 


		(b)	No Rights to Assets of the
                                         Company. No Participant or other person will have any right, title or interest in
                                         any fund or in any specific asset (including Ordinary Shares) of the Corporation or any
                                         Subsidiary by reason of any Option hereunder. Neither the provisions of this Plan (or
                                         of any Subscription Agreement or other document related to this Plan), nor the creation
                                         or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan
                                         will create, or be construed to create, a trust of any kind or a fiduciary relationship
                                         between the Corporation or any Subsidiary 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 this Plan, such right will be no greater than the right of any unsecured
                                         general creditor of the Corporation.



 


		(c)	No Stockholder Rights.
                                         A Participant will not be entitled to any privilege of stock ownership as to any Ordinary
                                         Shares not actually delivered to and held of record by the Participant. No adjustment
                                         will be made for dividends or other rights as a stockholder for which a record date is
                                         prior to such date of delivery.



  



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		24.	MISCELLANEOUS



 


		(a)	Governing Law. This Plan,
                                         the Options, Subscription Agreements and other documents related to this Plan shall be
                                         governed by, and construed in accordance with, the laws of Bermuda. 



 


		(b)	Severability. If any provision
                                         shall be held by a court of competent jurisdiction to be invalid and unenforceable, the
                                         remaining provisions of this Plan shall continue in effect.



 


		(c)	Captions and Headings.
                                         Captions and headings are given to the sections of this Plan solely as a convenience
                                         to facilitate reference. Such captions and headings shall not be deemed in any way material
                                         or relevant to the construction of interpretation of this Plan or any provision hereof.



 


		(d)	No Effect on Other Plans or
                                         Corporate Authority. The adoption of this Plan shall not affect any other Corporation
                                         or Subsidiary compensation or incentive plans in effect. Nothing in this Plan will limit
                                         or be deemed to limit the authority of the Board or Committee (1) to establish any
                                         other forms of incentives or compensation for employees of the Corporation or any Subsidiary
                                         (with or without reference to the Ordinary Shares), or (2) to grant or assume options
                                         (outside the scope of and in addition to those contemplated by this Plan) in connection
                                         with any proper corporate purpose; to the extent consistent with any other plan or authority.
                                         Benefits received by a Participant under an Option granted pursuant to this Plan shall
                                         not be deemed a part of the 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 Corporation or any Subsidiary, except where the Committee or the Board
                                         (or the Board of Directors of the Subsidiary that sponsors such plan or arrangement,
                                         as applicable) expressly otherwise provides or authorizes in writing. 



 


		25.	TAX WITHHOLDING



 


Notwithstanding anything else contained
in this Plan herein to the contrary, the Corporation may deduct from a Participant’s Account balance as of a Purchase Date,
before the exercise of the Participant’s Option is given effect on such date, the amount of taxes (if any) which the Corporation
reasonably determines it or any Subsidiary may be required to withhold with respect to such exercise. In such event, the maximum
number of whole shares subject to such Option (subject to the other limits set forth in this Plan) shall be purchased at the Option
Price with the balance of the Participant’s Account (after reduction for the tax withholding amount).


 


Should the Corporation for any reason
be unable, or elect not to, satisfy its or any Subsidiary’s tax withholding obligations in the manner described in the preceding
paragraph with respect to a Participant’s exercise of an Option, or should the Corporation or any Subsidiary reasonably
determine that it or an affiliated entity has a tax withholding obligation with respect to a disposition of shares acquired pursuant
to the exercise of an Option prior to satisfaction of the holding period requirements of Section 423 of the Code, the Corporation
or Subsidiary, as the case may be, shall have the right at its option to (1) require the Participant to pay or provide for payment
of the amount of any taxes which the Corporation or Subsidiary reasonably determines that it or any affiliate is required to withhold
with respect to such event or (2) deduct from any amount otherwise payable to or for the account of the Participant the amount
of any taxes which the Corporation or Subsidiary reasonably determines that it or any affiliate is required to withhold with respect
to such event.


 


		26.	NOTICE OF SALE



 


Any person who has acquired shares
under this Plan shall give prompt written notice to the Corporation of any sale or other transfer of the shares if such sale or
transfer occurs (1) within the two-year period after the Grant Date of the Offering Period with respect to which such shares were
acquired, or (2) within the twelve-month period after the Purchase Date of the Offering Period with respect to which such shares
were acquired.


 




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