Exhibit
10.3


 


VELTI PLC


 


2009 US
EMPLOYEE SHARE INCENTIVE PLAN


 


SECTION 1.           GENERAL
PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is
the Velti Plc 2009 US Employee Share Incentive Plan (the “Plan”).  The purpose of the Plan is to encourage and
enable the employees of Velti Plc, a company incorporated under the laws of
Jersey with company number 103899 (the “Company”),
and its Affiliates (as defined below), upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of its business,
to acquire a proprietary interest in the Company.  It is anticipated that providing such persons
with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company’s behalf and strengthening their desire to remain
with and further the interests of the Company.


 


The following terms shall
be defined as set forth below:


 


“Act”
means the U.S. Securities Act of 1933, as amended.


 


“Affiliate”
means a corporation which, for purposes of Section 424 of the Code, is a
parent or subsidiary of the Company, directly or indirectly.


 


“Award”
or “Awards” shall include Incentive
Share Options, Non-Qualified Share Options, Restricted Share Awards, and
Unrestricted Share Awards, or any combination of the foregoing.


 


“Board”
means the Board of Directors of the Company or its successor entity.


 


“Cause”
shall have the same meaning with respect to a Grantee as “Cause” may be defined
under any equity award, employment, non-competition or other similar agreement
between the Grantee and the Company, provided, however, in the absence of any
such agreement or “Cause” definition applicable to the Grantee, “Cause” shall
mean: (i) any act or omission by the Grantee which would reasonably be
likely to have a material adverse effect on the business of the Company or any
of its Affiliates, as the case may be (but excluding any omission due to the
Grantee’s death or disability); (ii) the Grantee’s conviction (including
any pleas of guilty or nolo contendere) of any crime (other than ordinary
traffic violations) which impairs the Grantee’s ability to perform his or her
duties; (iii) any material misconduct or willful and deliberate non-performance
of duties by the Grantee in connection with the business or affairs of the
Company or any of its Affiliates, as the case may be; (iv) the Grantee’s
theft, dishonesty or falsification of the Company’s or an Affiliate’s documents
or records; or (v) the Grantee’s improper use or disclosure of the Company’s
or an Affiliate’s confidential or proprietary information.


 


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


 


“Committee”
has the meaning specified in Section 2.


 


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“Companies
Law” means the Companies (Jersey) Law 1991 (as amended).


 


“Company”
has the meaning specified in the first paragraph of Section 1.


 


“Control”
means (in relation to a body corporate) the power of a person to secure (i) by
means of the holding of shares or the possession of voting power in or in
relation to that or any other body corporate, or (ii) by virtue of any
powers conferred by the articles of association or any other document
regulating that or any other body corporate, that the affairs of the
first-mentioned body corporate are conducted in accordance with the wishes of
that person, provided that for purposes of this definition a person
shall be deemed to have obtained Control of a company if that person and others
acting in concert with that person have together obtained Control of it.


 


“Disability”
has the meaning specified in Section 22(e)(3) of the Code.


 


“Effective
Date” has the meaning specified in Section 13.


 


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


 


“Fair
Market Value” of a Share means: (i) if the Shares are
listed on a securities exchange or traded in the over-the-counter market and
sales prices are regularly reported for the Shares, the closing or last price
of the Shares on the relevant securities exchange for the applicable date, or
if the applicable date is not a trading day, the last trading day immediately
preceding the applicable date; (ii) if the Shares are not traded on a
securities exchange but are traded on the over-the-counter market, if sales
prices are not regularly reported for the Shares for the day referred to in
clause (i), and if bid and asked prices for the Shares are regularly
reported, the mean between the bid and the asked price for the Shares at the
close of trading in the over-the-counter market for the applicable date, or if
the applicable date is not a trading day, the last trading day on which Shares
were traded immediately preceding the applicable date; and (iii) if the Shares
are neither listed on a securities exchange nor traded in the over-the-counter
market, such value as the Board, in good faith, shall determine (but in any
event not less than fair market value within the meaning of Section 409A
of the Code, and any regulations and other guidance thereunder).  For purposes of this definition, when
determining the Fair Market Value for the grant of an Award, “applicable date”
means the date of grant of the Award.


 


“Grantee”
means an employee of the Company or an Affiliate who receives or holds an Award
under the Plan.


 


“Incentive
Share Option” means any Share Option designated and qualified as
an “incentive stock option” as defined in Section 422(b) of the Code.


 


“Non-Qualified
Share Option” means any Share Option that is not designated as
an Incentive Share Option or which does not qualify as an Incentive Share
Option.


 


“Option”
or “Share Option” means any right to
subscribe for Shares granted pursuant to Section 5.


 


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“Option
Agreement” means a written agreement between the Company and a
Grantee setting forth the terms, conditions and restrictions of an Option
granted to the Grantee and any Shares acquired upon the exercise thereof.  An Option Agreement may consist of a “Notice
of Grant of Share Option,” or such other form or forms as the Committee may
approve from time to time.


 


“Option
Shares” means Shares which are issuable upon exercise of a Share
Option.


 


“Plan”
has the meaning specified in the first paragraph of Section 1.


 


“Restricted
Shares” has the meaning specified in Section 6(a).


 


“Restricted
Share Agreement” means a written agreement between the Company
and a Grantee setting forth the terms, conditions and restrictions of a
Restricted Share Award granted to the Grantee.


 


“Restricted
Share Award” means any Award of Restricted Shares hereunder.


 


“Service
Relationship” means a Grantee’s employment with the Company or
an Affiliate, in the capacity of an employee. 
Unless otherwise determined by the Committee, a Grantee’s Service
Relationship shall not be deemed to have terminated merely because of a
transfer between locations of the Company (or an Affiliate) or a transfer
between the Company and any Affiliate, provided that there is no
interruption or other termination of the Service Relationship.  Subject to the foregoing and Section 9
below, the Company, in its discretion, shall determine whether the Grantee’s
Service Relationship has terminated and the effective date of such termination.


 


“Share
Dealing Code” means the Company’s share dealing code from time
to time.


 


“Shares”
means ordinary shares, £0.05 par value, of the Company, subject to adjustment
pursuant to Section 3(b).


 


“Transaction”
has the meaning specified in Section 3(c).


 


“Unrestricted
Shares” has the meaning specified in Section 7(a).


 


“Unrestricted
Share Award” means any Award of Unrestricted Shares hereunder.


 


“10% Owner
Optionee” means an individual who owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code)
more than ten percent (10%) of the combined voting power of all classes of
shares of the Company or any Affiliate.


 


SECTION 2.                                ADMINISTRATION OF PLAN; COMMITTEE POWERS


 


(a)           Administration
of Plan.  The Plan shall be
administered by the Board, or at the discretion of the Board, by a committee of
the Board consisting of not less than two (2) directors (the “Committee).  All references herein to the Committee shall
be deemed to refer to the entity


 


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then responsible for administration of the Plan at the relevant time (i.e.,
either the Board or a committee of the Board, as applicable).


 


(b)                                 Powers of Committee. 
The Committee shall have the power and authority to grant Awards
consistent with the terms of the Plan, including the power and authority:


 


(i)            to
select the employees of the Company and its Affiliates to whom Awards may from
time to time be granted;


 


(ii)           to determine the time or times of
grant, and the type of Award to be granted which shall include Incentive Share
Options, Non-Qualified Share Options, Restricted Share Awards, and Unrestricted
Share Awards, or any combination of the forgoing, granted to any one or more
Grantees, provided that as long as the Shares are admitted to trading on
the Alternative Investment Market of the London Stock Exchange, Awards may only
be granted in accordance with the Share Dealing Code and in circumstances which
do not constitute “market abuse” (within Section 118 of the United Kingdom’s
Financial Services and Markets Act 2000). 
In addition, Awards may only be granted (A) within the 42 days
immediately succeeding (I) the date on which this Plan is adopted by the
Board or (II) the announcement of the Company’s final or interim results
in respect of any of its financial years; or (B) within a period of 14 days
immediately after the Grantee first becomes an employee of the Company and its
Affiliates; or (C) on any day on which the Board resolves that exceptional
circumstances exist which justify the grant of an Award.


 


(iii)          to
determine the number of Shares to be covered by any Award;


 


(iv)          to
determine and modify from time to time the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award, which
terms and conditions may differ among individual Awards and Grantees, and to
approve the form of written instruments evidencing the Awards;


 


(v)           to
impose any limitations on Awards granted under the Plan, including limitations
on transfers, repurchase provisions and the like and to exercise repurchase
rights or obligations;


 


(vi)          subject
to the provisions of Section 5(a)(ii), to extend at any time the period in
which Share Options may be exercised;


 


(vii)         to
determine at any time whether, to what extent, and under what circumstances
distribution or the receipt of Shares and other amounts payable with respect to
an Award shall be deferred either automatically or at the election of the
Grantee and whether and to what extent the Company shall pay or credit
dividends or deemed dividends on such deferrals; and


 


(viii)        at
any time to adopt, alter and repeal such rules, guidelines and practices for
the administration of the Plan and for its own acts and proceedings as it shall
deem advisable; to interpret the terms and provisions of the Plan and any Award
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to


 


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decide all disputes arising in connection with the Plan; and to
otherwise supervise the administration of the Plan.


 


All decisions and
interpretations of the Committee shall be binding on all persons, including the
Company, its Affiliates, the Company’s shareholders and Grantees.


 


(c)           Delegation
of Authority to Grant Awards.  The
Committee, in its discretion, may delegate to the senior management of the
Company all or part of the Committee’s authority and duties with respect to the
granting of Awards to certain individuals. 
The Committee may revoke or amend the terms of a delegation at any time
but such action shall not invalidate any prior actions of the Committee’s
delegate or delegates that were consistent with the terms of the Plan.


 


SECTION 3.                                SHARES ISSUABLE UNDER THE PLAN; MERGERS;
SUBSTITUTION


 


(a)           Shares Issuable.  The maximum aggregate number of Shares
reserved and available for issuance under the Plan shall be 1,050,000 Shares,
provided that the Shares in respect of which any Award may be made under the
Plan shall not, when added to the number of Shares over which awards have been
granted over the previous 3 years under any other equity incentive plan adopted
by the Company or Velti Plc (incorporated in England and Wales under company
number 5552480), exceed such number as represents 10% of the ordinary share
capital of the Company in issue immediately prior to any proposed Award
hereunder.  All such Shares available for
issuance under the Plan shall be available for issuance as Incentive Share
Options.  The foregoing share numbers are
subject to adjustment as provided in Section 3(b).  For purposes of this Section 3(a), the
Shares underlying any Awards which are forfeited, canceled, reacquired by the
Company, satisfied without the issuance of Shares or otherwise terminated
(other than by exercise) shall be added back to the Shares available for
issuance under the Plan.  The Shares
available for issuance under the Plan may be authorized but unissued Shares or
Shares reacquired by the Company and held in its treasury.


 


To
the extent required by Section 260.140.45 of Title 10 of the California
Code of Regulations, the total number of Shares issuable upon exercise of all
outstanding Options and the total number of shares reserved and available for
issuance under any share bonus or similar plan or agreement of the Company
shall not exceed the applicable percentage as calculated in accordance with the
conditions and exclusions of Section 260.140.45 of Title 10 of the
California Code of Regulations, based on the securities of the Company that are
outstanding at the time the calculation is made.


 


(b)           Changes
in Shares.  Subject to Section 3(c) hereof,
if, as a result of any reorganization, recapitalization, reclassification,
share dividend, share split, reverse share split or other similar change in the
Company’s capital shares, the outstanding Shares are increased or decreased or
are exchanged for a different number or kind of shares or other securities of
the Company, or additional shares or new or different shares or other
securities of the Company or other non-cash assets are distributed with respect
to such Shares or other securities, or, if, as a result of any merger,
consolidation or sale of all or substantially all of the assets of the Company,
the outstanding Shares are converted into or exchanged for a different number
or kind of securities of the Company or any successor entity (or a parent or
subsidiary thereof), the


 


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Committee shall make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, (ii) the
number and kind of shares or other securities subject to any then outstanding
Awards under the Plan, (iii) the repurchase price per share for each
outstanding Restricted Share Award, and (iv) the exercise price of any
Share Option.  The adjustment by the
Committee shall be final, binding and conclusive.  No fractional Shares shall be issued under
the Plan resulting from any such adjustment, but the Committee in its
discretion may either make a cash payment in lieu of fractional shares or round
any resulting fractional share down to the nearest whole number.


 


To the extent that the
Committee, in its sole discretion, determines it is necessary in order to avoid
distortion in the operation of the Plan, the Committee shall also adjust the
number of shares subject to outstanding Awards and the exercise price and the
terms of outstanding Awards to take into consideration material changes in
accounting practices or principles, extraordinary dividends, and certain
acquisitions or dispositions of shares or property or other similar events, provided
that no such adjustment shall be made in the case of an Incentive Share Option,
without the consent of the Grantee, if it would constitute a modification,
extension or renewal of the Option within the meaning of Section 424(h) of
the Code.


 


(c)           Mergers and Other Transactions.  Upon the effectiveness of (i) a change
in Control of the Company as a result of a person making a general offer to
acquire the whole of the issued ordinary share capital of the Company, or (ii) a
person acquiring or becoming unconditionally bound to or entitled to acquire
Shares under Part 18 of the Companies Law, or (iii) any court
sanctioning a compromise or arrangement under Part 18A of the Companies
Law, or (iv) the Company being wound up by way of summary winding up (in
each case, a “Transaction”), unless
provision is made in connection with the Transaction, to the extent applicable,
for (x) the assumption of all outstanding Awards, or (y) the substitution
of such Awards with new Awards of the successor entity or parent thereof, with
appropriate adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, as provided in Section 3(b) above, or (z) the
equitable settlement of such Awards in cash or cash equivalents (i.e., “cash
out” provision), all outstanding Awards granted under the Plan shall continue
to vest and be exercisable to the extent that they have vested for the periods
set out below in this Section, following which the Awards will lapse.  The relevant vesting periods referenced above
in this Section are (I) 6 months following a general offer within Section 3(c)(i) above
becoming wholly unconditional, or (II) 1 month following a person becoming
bound or entitled to acquire Shares within Section 3(c)(ii) above, or
(III) 1 month following the date on which a court sanctions a compromise
or arrangement within Section 3(c)(iii) above, or (IV) 1 month
after the Board passes a resolution to wind-up the Company by way of summary
winding up.  In the Board’s sole
discretion, the vesting and exercisability of all, or a specified portion of,
outstanding Awards may be accelerated in the event of a Transaction.  If a Grantee exercises an Option within 1
month after the Board passes a resolution to voluntarily wind-up the Company by
way of summary winding-up, the Grantee shall be entitled to share in the assets
of the Company with existing holders of Shares in the same manner as the
Grantee would have been entitled if the Shares had been registered in the
Grantee’s name before the resolution was passed.


 


(d)           Dissolution
or Liquidation.  In the event of a
dissolution or liquidation of the Company other than as set out in Section 3(c)(iv) above
or the declaration of the property of the


 


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Company en desastre, any outstanding Awards issued under the Plan shall
be terminated if not exercised prior to such event.


 


(e)                                  Substitute Awards. 
The Committee may grant Awards under the Plan in substitution for shares
and share-based awards held by employees of another company in connection with
a merger or consolidation of such company with the Company (or any Affiliate of
the Company) or the acquisition by the Company (or any Affiliate of the
Company) of property or shares of such company. 
In connection with any such merger, consolidation or acquisition, the
Committee may direct that the substitute Awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.  Any substitute Awards granted under the Plan
shall not count against the share limitation set forth in Section 3(a) above.


 


SECTION 4.                                ELIGIBILITY


 


Awards may only be
granted to employees of the Company and/or its Affiliates who are responsible
for, or contribute to, the management, growth or profitability of the Company
and/or its Affiliates as are selected from time to time by the Committee in its
sole discretion.


 


SECTION 5.                                SHARE OPTIONS


 


Any Share Option granted
under the Plan shall be pursuant to an Option Agreement which shall be in such
form as the Committee may from time to time approve.  Option Agreements need not be identical.


 


Share Options granted
under the Plan may be either Incentive Share Options or Non-Qualified Share
Options.  To the extent that any Option
does not qualify as an Incentive Share Option, it shall be deemed a
Non-Qualified Share Option.


 


(a)                                  Terms of Share Options. 
Share Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:


 


(i)            Exercise
Price.  The exercise price per Share
covered by a Share Option shall be determined by the Committee at the time of
grant but shall not be less than one hundred percent (100%) of the Fair Market
Value on the grant date in the case of Incentive Share Options, provided
however that in no event may the exercise price per Share be less than the
nominal value of the Shares.  If an
Incentive Share Option is granted to a 10% Owner Optionee, the exercise price
per Share covered by such Incentive Share Option shall be not less than one
hundred ten percent (110%) of the Fair Market Value on the grant date.  Notwithstanding the foregoing, an Incentive
Share Option may be granted with an exercise price lower than the minimum
exercise price per share set forth above if the Incentive Share Option is
granted pursuant to an assumption or substitution for another option in a
manner qualifying under Section 424(a) of the Code.


 


(ii)           Option
Term.  The term of each Share Option
shall be fixed by the Committee, but no Share Option shall be exercisable more
than ten (10) years after the date the


 


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Share Option is granted.  If an
Incentive Share Option is granted to a 10% Owner Optionee, the term of such
Share Option shall be no more than five (5) years from the grant date.


 


(iii)                               Exercisability; Rights of a Shareholder. 
Share Options shall become exercisable at such time or times, whether or
not in installments, as shall be determined by the Committee and set forth in
the Option Agreement evidencing such Option. 
Notwithstanding any other provision of this Plan or any Option
Agreement, as long as the Shares are admitted to trading on the Alternative
Investment Market of the London Stock Exchange, Options may only be exercised
in accordance with the Share Dealing Code and in circumstances which do not
constitute “market abuse” (within Section 118 of the United Kingdom’s
Financial Services and Markets Act 2000). 
In addition, the following provisions shall apply to each Option, unless
otherwise provided in an applicable Option Agreement or in the Plan:


 


(A)          No portion of an Option may be
exercised until such portion shall have vested.


 


(B)           An Option shall be exercisable on and
after the initial vesting date (as designated in the Option Agreement) and
prior to the termination of the Option as provided herein, in an amount not to
exceed the aggregate number of vested Option Shares (as determined in the Option
Agreement) less the number of shares previously acquired upon exercise of such
Option.  Subject to Section 3(b), in
no event shall an Option be exercisable for more than the total number of
Option Shares underlying the Option.


 


(C)           In the event that the Grantee’s
Service Relationship terminates, an Option may thereafter be exercised (subject
to Section 3(c)) to the extent it was vested and exercisable on the date
of such termination, until the date specified in Section 5(a)(iii)(D) below.  Any portion of an Option that is not
exercisable on the date of termination of the Service Relationship shall
immediately expire and be null and void provided that the Board may (in its
sole discretion) permit an unvested Award to vest either in full or in part (as
the Board may decide) in the event that the Grantee’s Service Relationship
terminates by reason of death or Disability, retirement at contractual
retirement age or early retirement by agreement with the Grantee’s employer,
the company by which the Grantee is employed ceasing to be an Affiliate or any
other reason at the sole discretion of the Board other than Cause.


 


(D)          Once any portion of an Option becomes
vested and exercisable, subject to Section 3(c), it shall continue to be
exercisable by the Grantee or his or her representatives and legatees as
contemplated herein at any time or times prior to the earliest of (1) the
date which is (a) twelve (12) months following the date on which the
Grantee’s Service Relationship terminates due to death or Disability or (b) three
(3) months following the date on which the Grantee’s Service Relationship
terminates if the termination is due to any other reason, or (2) the
expiration date set forth in the Option Agreement, following which, to the
extent that it has not been exercised, the Option shall lapse; provided,
however, that notwithstanding the foregoing, if the Grantee’s Service
Relationship is terminated for Cause, the Option shall terminate immediately
and be null and void upon the date of the Grantee’s termination and shall not
thereafter be exercisable.


 


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(E)           A Grantee shall have no rights of a
shareholder with respect to any shares covered by the Option until the date of
the issuance of the shares for which the Option has been exercised (as
evidenced by an appropriate entry on the books of the Company).  No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date
such shares are issued, expect as provided in Section 3(b).


 


(iv)                              Method of Exercise. 
Share Options may be exercised in whole or in part, by giving written
notice of exercise to the Company, specifying the number of Shares to be
purchased.  Payment of the exercise price
may be made by one or more of the following methods unless otherwise provided
in the applicable Option Agreement:


 


(A)          in cash, by certified or bank check,
or other instrument acceptable to the Committee in U.S. funds payable to the
order of the Company in an amount equal to the exercise price of such Option
Shares;


 


(B)           by the Grantee
delivering to the Company a promissory note in a form approved by the
Committee, if the Committee has expressly authorized the loan of funds to the
Grantee for the purpose of enabling or assisting the Grantee to effect the
exercise of his or her Share Option;


 


(C)           if permitted by the Committee, by the
Grantee delivering to the Company a properly executed Exercise Notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the option
purchase price, provided that in the event the Grantee chooses such
payment procedure, the Grantee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure; or


 


(D)          a combination of the payment methods
set forth in clauses (A), (B) or (C) above, if applicable.


 


Payment instruments will
be received subject to collection.  No
Option Shares so purchased will be issued to the Grantee until the Company has
completed all steps required by law to be taken in connection with the issuance
of the shares, including, without limitation, obtaining from Grantee payment or
provision for all withholding taxes due as a result of the exercise of the
Share Option.  The delivery of Option
Shares to be purchased pursuant to the exercise of a Share Option will be
contingent upon receipt from the Grantee (or a purchaser acting in his or her
stead in accordance with the provisions of the Share Option) by the Company of
the full exercise price therefor.


 


(b)                                 Annual Limit on Incentive Share Options. 
To the extent that the aggregate Fair Market Value (determined as of the
time the Option is granted) of the Shares with respect to which Incentive Share
Options are exercisable for the first time by a Grantee during any calendar
year (under all option plans of the Company and its Affiliates) exceeds
$100,000, such Incentive Share Options shall constitute Non-Qualified Share
Options.  For purposes of this Section 5(b),
Incentive Share Options shall be taken into account in the order in which they
were granted.  If pursuant to the above,
an Incentive Share Option is treated as an Incentive Share Option in part


 


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and a Non-Qualified Share Option in part, the Grantee may designate at
the time of exercise which portion shall be deemed to be exercised, and in the
absence of such express designation in writing, the portion of the Option
treated as an Incentive Share Option shall be deemed to be exercised first.


 


(c)           Non-transferability of Options.  No Share Option shall be transferable by the
Grantee otherwise than by will or by the laws of descent and distribution and
all Share Options shall be exercisable, during the Grantee’s lifetime, only by
the Grantee, or by the Grantee’s legal representative or guardian in the event
of the Grantee’s incapacity. 
Notwithstanding the foregoing, the Committee, in its sole discretion,
may provide in the Option Agreement regarding a given Option that the Grantee
may transfer, without consideration for the transfer, his or her Non-Qualified
Share Options to members of his or her immediate family by gift or domestic
relations order, to trusts for the benefit of such family members provided that
such family members have more than 50% of the beneficial interest of such
trusts, or to partnerships in which such family members are the only partners,
or to limited liability companies in which such family members are the only
members, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable
Option Agreement.  For purposes of the
Plan, “immediate family” shall mean, with respect to any Grantee, his or her
wife, husband, children or step-children (under the age of 20 years).


 


(d)           Repurchase Rights.  Subject to the Companies Law, Shares issued
pursuant to Options may be subject to one or more repurchase options or other
conditions and restrictions as determined by the Committee and set forth in the
applicable Option Agreement.  The Company
shall have the right to assign to any person at any time any repurchase right
it may have, whether or not such right is then exercisable.  To the extent required, any repurchase rights
shall comply with Section 260.140.8 of Title 10 of the California Code of
Regulations.


 


SECTION 6.                                RESTRICTED SHARE AWARDS


 


(a)           Nature
of Restricted Share Awards.  A
Restricted Share Award is an Award pursuant to which the Company may, in its
sole discretion, grant or sell, at such purchase price as determined by the
Committee in its sole discretion (but which shall be not less than the
aggregate par value of any Shares that are newly issued by the Company in
satisfaction of the Award), Shares subject to such restrictions and conditions
as the Committee may determine at the time of grant (“Restricted
Shares”), and any purchase price shall be payable in cash or, if
permitted by the Committee at the time of grant of such Award, by promissory
note, in a form approved by the Committee. 
Conditions may be based on continuing employment and/or achievement of
pre-established performance goals and objectives.  The grant of a Restricted Share Award is contingent
on the Grantee executing a Restricted Share Agreement.  The terms and conditions of each such
Restricted Share Agreement shall be determined by the Committee, and such terms
and conditions may differ among individual Awards and Grantees.


 


(b)           Rights
as a Shareholder.  Upon execution of
the Restricted Share Agreement and payment of any applicable purchase price, a
Grantee shall have the rights of a shareholder with respect to the voting of
the Restricted Shares, subject to such conditions contained in the Restricted
Share Agreement.  Unless the Committee
shall otherwise determine, certificates (if


 


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any) evidencing the Restricted Shares shall remain in the possession of
the Company until such Restricted Shares is vested as provided in Section 6(d) below,
and the Grantee shall be required, as a condition of the grant, to deliver to
the Company a stock transfer form if the Shares are in certificated form
endorsed in blank.


 


(c)           Restrictions.  Subject to Regulation 260.140.42(b) of
Title 10 of the California Code of regulations, to the extent applicable,
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as specifically provided herein or in the
Restricted Shares Agreement.  Subject to
the Companies Law, Shares issued pursuant to a Restricted Share Award may be
subject to a right of first refusal, one or more repurchase options, or other
conditions and restrictions as determined by the Committee and set forth in the
applicable Restricted Share Agreement. 
The Company shall have the right to assign to any person at any time any
repurchase right it may have, whether or not such right is then exercisable.


 


(d)           Vesting
of Restricted Shares.  The Committee
at the time of grant shall specify the date or dates and/or the attainment of
pre-established performance goals, objectives and other conditions on which
Restricted Shares shall become vested, subject to such further rights of the
Company or its assigns as may be specified in the Restricted Share Agreement.  To the extent required, any repurchase rights
shall comply with Section 260.140.8 of Title 10 of the California Code of
Regulations.


 


(e)           Waiver,
Deferral and Reinvestment of Dividends. 
The Restricted Share Agreement may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Shares.


 


SECTION 7.                                UNRESTRICTED SHARE AWARDS


 


(a)           Grant
or Sale of Unrestricted Share.  The
Committee may, in its sole discretion, grant or sell, at such purchase price
determined by the Committee (but which shall be not less than the aggregate par
value of any Shares that are newly issued by the Company in satisfaction of the
Award), an Unrestricted Share Award to any Grantee, pursuant to which such
Grantee may receive Shares free of any vesting restrictions (“Unrestricted Shares”) under the
Plan.  Unrestricted Share Awards may be
granted or sold as described in the preceding sentence in respect of past
services or other valid consideration, or in lieu of any cash compensation due
to such individual.


 


(b)           Restrictions
on Transfers.  The right to receive
shares of Unrestricted Shares on a deferred basis may not be sold, assigned,
transferred, pledged or otherwise encumbered, other than by will or the laws of
descent and distribution.


 


SECTION 8.                                TAX WITHHOLDING


 


(a)           Payment
by Grantee.  Each Grantee shall, no
later than the date as of which the value of an Award or of any Shares or other
amounts received thereunder first becomes includable in the gross income of the
Grantee for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any


 


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federal, state, foreign, or local taxes of any kind required by law to
be withheld with respect to such income. 
The Company and its Affiliates shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the Grantee.


 


(b)           Payment
in Shares.  Subject to approval by
the Committee, a Grantee may elect to have the minimum required tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company
to withhold from Shares to be issued pursuant to any Award a number of shares
with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) transferring
to the Company Shares owned by the Grantee with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the withholding
amount due.  The Fair Market Value of any
Shares withheld or tendered to satisfy any such tax withholding obligation
shall not exceed the amount determined by the applicable minimum statutory
withholding rates.


 


SECTION 9.                                LEAVE OF ABSENCE


 


For purposes of the Plan,
the following events shall not be deemed a termination of the Service
Relationship:


 


(a)           an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Company; provided, however, that if any
such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave, the Grantee’s Service
Relationship shall be deemed to have terminated unless the Grantee’s right to
return to service is guaranteed either by a statute or by contract; and


 


(b)           notwithstanding
the foregoing, unless otherwise designated by the Company or required by law, a
leave of absence shall not be treated as service for purposes of determining
vesting under the Grantee’s Option Agreement or Restricted Share Agreement.


 


SECTION 10.                          AMENDMENTS AND TERMINATION


 


The Board may, at any
time, amend or terminate the Plan or any outstanding Award, but no such action
shall adversely affect rights under any outstanding Award without the holder’s
consent unless (i) required to ensure that a Share Option is treated as an
Incentive Share Option or (ii) to comply with applicable law.  Except as
herein provided, no such action of the Board, unless taken with the approval of
the shareholders of the Company, may: (a) increase the maximum aggregate
number of Shares for which Awards granted under this Plan may be issued (except
by operation of Section 3(b)); (b) amend the Plan in any other manner
which the Board, in its discretion, determines would require approval of the
shareholders under any applicable law, rule or regulation to become
effective even though such shareholder approval is not expressly required by
this Plan; or (c) alter the class of employees eligible to receive
Incentive Share Options under the Plan. 
No termination or amendment of the Plan shall affect any outstanding
Award unless as expressly provided for hereunder or as determined by the
Board.  Nothing in this Section 10  shall limit the Board’s or the Committee’s authority to
take any action permitted pursuant to Section 3(c).  The Plan shall continue in effect until the
earliest of: (i) ten (10) years after the Effective Date, (ii) its
termination by the Board, or (iii) the date on which all of the Shares
available for issuance under the Plan have been issued and all restrictions on
such


 


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shares under the terms of
the Plan, the Option Agreements and Restricted Share Agreements have lapsed.


 


SECTION 11.                          STATUS OF PLAN


 


With respect to the
portion of any Award that has not been exercised and any payments in cash,
Shares or other consideration not received by a Grantee, a Grantee shall have
no rights greater than those of a general creditor of the Company unless the
Committee shall otherwise expressly determine in connection with any Award or
Awards.  In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet
the Company’s obligations to deliver Shares or make payments with respect to
Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.


 


SECTION 12.                          GENERAL PROVISIONS


 


(a)           No
Distribution; Compliance with Legal Requirements.  The grant of Awards and the issuance of
Shares upon exercise of Awards shall be subject to compliance with all
applicable requirements of U.S. federal, state and foreign law, including
Jersey law, with respect to such securities, including the requirements of any
stock exchange on which the Shares may then be listed.  Awards may not be exercised if the issuance
of Shares upon exercise would constitute a violation of any applicable U.S.
federal, state or foreign securities laws, including Jersey law, or other law
or regulations or the requirements of any stock exchange or market system upon
which the Shares may then be listed.  In
addition, no Award may be exercised unless: (i) a registration statement
under the Act shall at the time of exercise of the Award be in effect with
respect to the Shares issuable upon exercise of the Award, or (ii) in the
opinion of legal counsel to the Company, the Shares issuable upon exercise of
the Award may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Act. 
The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by Company’s legal counsel to be
necessary to the lawful issuance and sale of any shares hereunder shall relieve
the Company of any liability in respect of the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained.  As a condition to the exercise of any Award,
the Company may require the Grantee to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.


 


(b)           Other
Compensation Arrangements; No Employment Rights.  Nothing contained in this Plan shall prevent
the Committee from adopting other or additional compensation arrangements,
including trusts, and such arrangements as may be either generally applicable
or applicable only in specific cases. 
The adoption of this Plan and the grant of Awards do not confer upon any
Grantee any right to continued employment with the Company or any Affiliate of
the Company or interfere in any way with the right of the Company or its
Affiliates to terminate the Grantee’s employment at any time.


 


(c)           “Market
Stand-Off” Agreement.  In connection
with any public offering by the Company of its Shares, a Grantee, if requested
in good faith by the Company and the managing


 


13

















 


underwriter of the Company’s securities,
shall not, directly or indirectly, offer, sell, pledge, contract to sell
(including any short sale), grant any option to purchase or otherwise dispose
of any securities of the Company held by him (except for any securities sold
pursuant to such registration statement) or enter into any Hedging Transaction
(as defined below) relating to any securities of the Company for a period
determined by the managing underwriter. 
For these purposes, “Hedging Transaction”
means any short sale (whether or not against the box) or any purchase, sale or
grant of any right (including without limitation, any put or call option) with
respect to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from the
Company’s Shares.


 


(d)           Trading
Policy Restrictions.  Sale of Shares
received pursuant to this Plan or upon exercise of an Award under the Plan
shall be subject to any insider-trading-policy-related restrictions of the
Company, and any other terms and conditions as may be established by the
Committee from time to time.


 


(e)           Conflict
with Agreement.  In the event of a
conflict between the terms and provisions of this Plan and the terms and
provisions of any Restricted Share Agreement, Option Agreement or other award
agreement, the terms and provisions of this Plan shall govern.


 


SECTION 13.                          EFFECTIVE DATE OF PLAN


 


The Plan is effective on 14 September, 2009  (the “Effective Date”),
the date on which the Board adopted the Plan, subject to approval by the
shareholders of the Company in the manner and within the time required under (i)
Section 422(b) of the Code, and (ii) Section 260.140.41(g) of Title
10 of the California Code of Regulations. 
Any increase in the maximum aggregate number of Shares issuable under
the Plan pursuant to Section 3(a) shall be approved by shareholders
of the Company within twelve (12) months  of approval of
such increase by the Board in accordance with applicable law.  Subject to such approvals by the shareholders
and to the requirement that no Shares may be issued hereunder prior to such
approval, Awards may be granted hereunder on and after adoption of the Plan by
the Board.


 


No Awards shall be
granted under the Plan after the date which is ten (10) years  from the date the Plan is approved by the Board.


 


SECTION 14.                          GOVERNING LAW


 


This Plan and all Awards,
and actions taken hereunder and thereunder, shall be governed by and construed
in accordance with the laws of England and Wales, applied without regard to
conflict of law principles thereof.


 


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