exhibit102formofrestrict






TRITON INTERNATIONAL LIMITED  2016 EQUITY INCENTIVE PLAN  NOTICE OF RESTRICTED SHARES GRANT  You ("Grantee") have been granted the following number of common restricted shares (the  “Restricted Shares”) of Triton International Limited (the "Company"), par value $0.01 per share  ("Share"), pursuant to the Triton International Limited 2016 Equity Incentive Plan (the "Plan").  The  Restricted Shares are subject to all of the terms and conditions as set forth in the Plan, this Notice of  Restricted Shares Grant (the “Notice”) and the Restricted Shares Award Agreement (the “Award  Agreement”), including any additional terms and conditions for Grantee's country of residence set forth in  the Appendix attached hereto (the “Appendix”):  Name of Grantee: [  ]   Overall Target Shares:  [  ]  Number of Time Vesting Shares Only [  ] plus Minimum Performance Shares [  ]:  [  ]  Additional Shares if Target Performance Vesting Met: [  ]  Further Additional Shares if Maximum Performance Vesting Met: [  ]  Effective Date of Grant:  [  ]  Vesting Date: [ ], subject to earlier vesting pursuant to the  terms of the Plan and the attached Award  Agreement and subject to meeting performance  criteria for those Restricted Shares that are also  subject to meeting the performance criteria set  forth on the exhibit attached hereto, provided  you have not had a Termination of Service on or  prior to such date:  Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Plan.  By your signature and the signature of the Company's representative below, you and the  Company agree that these Restricted Shares are granted under and governed by the terms and conditions  of this Notice, the Plan and the Award Agreement, both of which are attached to and made a part of this  document.  GRANTEE: TRITON INTERNATIONAL LIMITED:  By:    Title:   Exhibit 10.2 





 






      Triton International Limited  2016 Equity Incentive Plan    Exhibit to Notice of Restricted Shares Grant with Effective   Date of [  ]                   Performance Period:  [  ] to [  ]    Performance-based compensation criteria for Restricted Share grants                   The number of performance-based Restricted Shares that will vest will be based on the attainment of the  performance criteria set forth for Relative Total Shareholder Return and Adjusted Return on Equity for  the Performance Period.   Performance criteria will be weighted equally between the results attained for  Relative Total Shareholder Return and Adjusted Return on Equity.    1. 50% - Relative Total Shareholder Return.    Total Shareholder Return (“TSR”) is a rate of return reflecting stock price appreciation, plus reinvested  dividends and distributions in additional shares of stock, taking into account stock splits or other similar  events (as applicable), from the beginning of the Performance Period through the end of the Performance  Period.     The following peer companies will be used for calculating the Relative TSR component:    [Peer group companies and weightings to be included.]      The payout for the Relative TSR component will range from 50% to 150% of target based on the ranking  of the Company’s TSR relative to the TSR of the applicable peer group established hereunder (the “Peer  Group”) over the applicable Performance Period.     The table below summarizes the Relative TSR component payout level as a percent of target based on the  Company’s TSR rank.     Performance Level* TSR Rank Attained % of Target Payout  Threshold 25th percentile or below 50  Target 50th percentile 100  Maximum 75th percentile or above 150      *Results that fall between performance levels will be interpolated on a straight-line basis.    In the event of a tie between the Company and a member of the Peer Group in TSR ranking for a  Performance Period (including TSR rankings within 1/10th of one percent), the Company will be ranked  above the applicable member of the Peer Group for the applicable Performance Period.        





 






    2. 50% - Adjusted Return on Equity.    Adjusted Return on Equity (“ROE”) will be calculated as the average for each of the quarters in the  Performance Period of (a) the Company’s reported annualized adjusted net income applicable to the  Company’s common shareholders, divided by (b) the average of the Company’s beginning and ending  common shareholders’ equity as reported under GAAP.    The table below summarizes the ROE component payout level as a percent of target based on the  Company’s ROE attained for the Performance Period.     Performance Level*     ROE Attained % of Target Payout  Threshold [  ]% or less 50  Target [  ]% 100  Maximum [  ]% or more 150      *Results that fall between performance levels will be interpolated on a straight-line basis.      Payout levels for the TSR and ROE components will be averaged to determine the final payout under the  performance-based Restricted Shares.    The Committee (as defined in the Plan) shall make all determinations necessary or appropriate to  determine the number of performance-based Restricted Shares that may vest. In particular, the Committee  may, in its sole discretion, make adjustments to the results or ROE target levels as it deems appropriate to  take into account significant capital allocation actions during the Performance Period. Any adjustments or  determinations by the Committee with respect to the performance-based Restricted Shares will be binding  on Grantee and all interested parties.    In the event the number of performance-based Restricted Shares under this exhibit is not a whole number,  then the final number of performance-based Restricted Shares shall be rounded down to the nearest whole  number.    





 






  Page 1 of 11    TRITON INTERNATIONAL LIMITED  RESTRICTED SHARES AWARD AGREEMENT    SECTION 1. GRANT OF RESTRICTED SHARES.    (a) RESTRICTED SHARES. On the terms and conditions set forth in the Triton  International Limited 2016 Equity Incentive Plan (the "Plan"), the Notice of Restricted Shares Grant (the  “Notice”) and this Restricted Share Award Agreement (the "Award Agreement"), including any  additional terms and conditions for Grantee's country of residence set forth in the Appendix attached  hereto (the “Appendix”), the Company grants to Grantee on the Effective Date of Grant the number of  Shares set forth in the Notice (the "Restricted Shares").  For purposes of this Award Agreement, to the  extent Grantee is not employed by the Company, the “Employer” means the member of the Group that  employs Grantee.    (b) PLAN AND DEFINED TERMS. The Restricted Shares are granted pursuant to  the Plan, a copy of which Grantee acknowledges having received.  All terms, provisions, and conditions  applicable to the Restricted Shares set forth in the Plan and not set forth herein are hereby incorporated by  reference herein.  To the extent any provision hereof is inconsistent with a provision of the Plan, the  provisions of the Plan will govern.  All capitalized terms that are used in this Award Agreement and not  otherwise defined herein shall have the meanings ascribed to them in the Plan.    SECTION 2. RIGHT TO RESTRICTED SHARES AND DIVIDENDS OR RETURN OF CAPITAL.    (a) Grantee shall not be entitled to the Restricted Shares until such Restricted Shares vest  and the Committee, in its sole discretion, determines the number Restricted Shares (if  any) that have vested.  The Notice contains the vesting schedule (the "Vesting  Schedule").    (b) All dividends/return of capital distributions on the Restricted Shares shall accrue on  the books of the Company for the benefit of Grantee, but shall only become payable if  and to the extent the Restricted Shares vest, regardless of whether or not vesting is  contingent upon continued employment, the achievement of performance goals, or  both. Within ninety (90) days of vesting of the Restricted Shares all accrued  dividends/return of capital distributions shall be paid to Grantee.    (c) The Company shall issue the Restricted Shares in book entry form, registered in the  name of Grantee, with legends, or notations, as applicable, referring to the terms,  conditions and restrictions applicable to the Award.   Upon the lapse of restrictions  relating to any Restricted Shares, the Company shall, remove the notations on any  such Restricted Shares issued in book-entry form equal to the number of Restricted  Shares with respect to which such restrictions have lapsed.    (d) For purposes of this Award Agreement, if Grantee is employed in the United States,  the “date of Termination of Service” means the effective date of Grantee's  Termination of Service.  If Grantee is employed outside of the United States, the  “date of Termination of Service” means the earliest of (i) the date on which notice of  Termination of Service is provided to Grantee, (ii) the last day of Grantee's active  service with the Employer or (iii) the last day on which Grantee is an employee of the  Employer, as determined in each case, without including any required advanced  notice period and irrespective of the status of the termination under local labor or  employment laws.  





 






  Page 2 of 11      (e) As a condition of the Restricted Share grant, Grantee agrees to repatriate all payments  attributable to the Restricted Shares in accordance with local foreign exchange rules  and regulations in Grantee's country of residence (and country of employment, if  different).  In addition, Grantee agrees to take any and all actions, and consents to any  and all actions taken by the Employer, the Company and any member of the Group as  may be required to allow the Employer, the Company and any member of the Group  to comply with local laws, rules and regulations in Grantee's country of residence  (and country of employment, if different).  Finally, Grantee agrees to take any and all  actions that may be required to comply with Grantee's personal legal and tax  obligations under local laws, rules and regulations in Grantee's country of residence  (and country of employment, if different).    SECTION 3. TERMINATION OF SERVICES AND CHANGE OF CONTROL.    (a) TERMINATION OF SERVICE.    (i) If the Termination of Service is by (x) the Company for Cause (as defined in the  Plan), (y) a Nonemployee Director or Consultant for any reason, or (z) an Employee without  Good Reason (as defined in the Plan), all unvested Restricted Shares shall be forfeited upon the  date of Termination of Service.    (ii) If the Termination of Service is a result of an Employee’s death or being  Disabled, all unvested Restricted Shares shall vest as of the date of the Employee's death, or date  of Termination of Service if the Employee is Disabled, and shall be payable no later than sixty  (60) days following death or such Termination of Service, except that for unvested Restricted  Shares that are also subject to performance vesting conditions, those unvested Restricted Shares  shall only vest based on the attainment of performance criteria as of the end of the last fiscal  quarter immediately prior to the date of Termination of Service and shall be payable no later than  sixty (60) days following such Termination of Service.    (iii) If the Termination of Service is by (x) the Company without Cause or (y)  Grantee with Good Reason , all unvested Restricted Shares which were not granted during the  calendar year in which such Termination of Service occurs shall vest and be payable no later than  sixty (60) days following such Termination of Service, except that for unvested Restricted Shares  that are also subject to performance vesting conditions, those unvested Restricted Shares shall  only vest based on the attainment of performance criteria as of the end of the last fiscal quarter  immediately prior to the date of Termination of Service and shall be payable no later than sixty  (60) days following such Termination of Service.  Any Restricted Shares granted during the  calendar year of Termination of Service shall be forfeited on the date of Termination of Service.    (b) CHANGE OF CONTROL. Notwithstanding the Vesting Schedule and anything set  forth in the Plan to the contrary, if a Change of Control (as defined in the Plan) occurs, and within twenty- four (24) months following the occurrence of such Change in Control, Grantee experiences a Termination  of Service by the Company other than for Cause or by Grantee for Good Reason, all unvested Restricted  Shares shall automatically vest in full upon the date of Termination of Service and shall be payable no  later than sixty (60) days following such Termination of Service.        SECTION 4. NATURE OF GRANT.  In accepting the Restricted Share grant, Grantee acknowledges,  understands and agrees that:  





 






  Page 3 of 11      (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it  may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted  by the Plan;    (b) the grant of Restricted Shares is exceptional, voluntary and occasional and does not  create any contractual or other right to receive future Restricted Shares, or benefits in lieu of Restricted  Shares, even if Restricted Shares have been granted in the past;    (c) all decisions with respect to future grants of Restricted Shares or other grants, if any, will  be at the sole discretion of the Company;    (d) Grantee is voluntarily participating in the Plan;    (e) the Restricted Shares, and the income from and value of same, are not intended to replace  any pension rights or compensation;    (f) the Restricted Shares, and the income from and value of same, are not intended to replace  any pension rights or compensation and are not part of normal or expected compensation for purposes of,  including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service  payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar  payments;    (g) unless otherwise agreed with the Company in writing, the Restricted Shares, and the  income from and value of same, are not granted as consideration for, or in connection with, the service  Grantee may provide as a director of a subsidiary of the Company;    (h) the future value of the underlying Shares is unknown, indeterminable and cannot be  predicted with certainty;    (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the  Restricted Shares resulting from Grantee’s Termination of Service (for any reason, whether or not later  found to be invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the  terms of Grantee's employment agreement, if any);     (j) for purposes of the Restricted Shares, Grantee’s employment relationship will be  considered terminated as of the date Grantee is no longer actively providing services to the Company, the  Employer or any member of the Group (regardless of the reason for such termination and whether or not  later found to be invalid or in breach of employment laws in the jurisdiction where Grantee is employed  or the terms of Grantee’s employment agreement, if any), and such date will not be extended by any  notice period (e.g., the period of employment would not include any contractual notice period or any  period of “garden leave” or similar period mandated under employment laws in the jurisdiction where  Grantee is employed or the terms of Grantee’s employment agreement, if any); the Committee shall have  the exclusive discretion to determine when Grantee is no longer actively providing services for purposes  of the Restricted Share grant (including whether Grantee may still be considered to be providing services  while on a leave of absence);    (k) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted  Shares and the benefits evidenced by this Award Agreement do not create any entitlement to have the  Restricted Shares or any such benefits transferred to, or assumed by, another company nor be exchanged,  cashed out or substituted for, in connection with any corporate transaction affecting the Shares;  





 






  Page 4 of 11      (l) neither the Company nor the Employer shall be liable for any foreign exchange rate  fluctuation between Grantee's local currency and the United States Dollar that may affect the value of this  Award or of any amounts due to Grantee pursuant to the settlement of the Restricted Shares or the  subsequent sale of any Shares acquired upon settlement; and    (m) the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding Grantee’s participation in the Plan or Grantee’s acquisition or  sale of the Shares. Grantee should consult with his or her personal tax, legal and financial advisors  regarding his or her participation in the Plan before taking any action related to the Plan.    SECTION 5. MISCELLANEOUS PROVISIONS.    (a) TAX WITHHOLDING.  The Company or the Employer may make such provisions as are  necessary or appropriate for the withholding of any or all federal, state, local or foreign income tax, social  insurance, payroll tax, fringe benefit tax, payment on account or other tax related-items (“Tax Related- Items”) on the Shares and dividends and return of capital distributions, in accordance with Article 18 of  the Plan, as applicable.  Regardless of any action by the Company or the Employer, Grantee  acknowledges that the ultimate liability for all Tax Related-Items associated with the Restricted Shares is  and remains Grantee’s responsibility and may exceed the amount actually withheld, and the Company and  the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related- Items in connection with any aspect of the Restricted Shares, including the grant of the Restricted Shares,  the vesting of the Restricted Shares, the subsequent sale of the Shares acquired and the receipt of any  dividends and return of capital distributions; and (ii) do not commit to structure the terms of the grant or  any aspect of Restricted Shares to reduce or eliminate Grantee’s liability for Tax Related-Items.  Further,  if Grantee is subject to tax in more than one jurisdiction, Grantee acknowledges that the Company and/or  the Employer (or former employer, as applicable) may be required to withhold or account for Tax  Related-Items in more than one jurisdiction.    In the event the withholding requirements are not satisfied through the withholding of Shares or  Grantee's regular salary and/or wages or other amounts payable to Grantee, no Shares will be issued to  Grantee unless and until satisfactory arrangements (as determined by the Company) have been made by  Grantee with respect to the payment of any Tax-Related Items which the Company determines, in its sole  discretion, must be withheld or collected with respect to the Restricted Shares.  If Grantee is subject to  taxation in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer may  be required to withhold or account for Tax-Related Items in more than one jurisdiction.  By accepting the  this Restricted Share grant, Grantee expressly consents to the withholding of Shares and/or the  withholding of amounts from Grantee's regular salary and/or wages, or other amounts payable to Grantee,  as provided for hereunder.  All other Tax-Related Items related to the Restricted Shares and any Shares  acquired pursuant to the vesting of the grant are Grantee's sole responsibility.      (b) RIGHTS AS A SHAREHOLDER. Except for certain rights during the period of  restriction as set forth in the Plan, neither Grantee nor Grantee's representative shall have any rights as a  Shareholder with respect to any Shares subject to the Restricted Shares until the Restricted Shares have  vested and Shares have been issued in Grantee’s name in book entry form, as the case may be.      (c) DATA PRIVACY. The collection, use and transfer, in electronic or other form, of  Grantee’s personal data as described in this Award Agreement and any other Restricted Share award  materials will be in accordance with the Employer’s data protection notice (the “Employer Data  Protection Notice”), where applicable.  Such personal data may be collected, used and transferred by and  among, as applicable, the Company, the Employer, any member of the Group and any third parties  





 






  Page 5 of 11    assisting (presently or in the future) with the implementation, administration and management of the Plan,  for the exclusive purpose of implementing, administering and managing Grantee’s participation in the  Plan.  Where required under applicable law, personal data also may be disclosed to certain securities or  other regulatory authorities where the Shares are listed or traded or regulatory filings are made, or to  certain tax authorities for compliance with the Company’s, the Employer’s and/or Grantee’s tax  obligations.    (d) APPENDIX.  If applicable, the Restricted Shares are subject to any additional terms and  conditions for the country set forth in the Appendix to this Award Agreement.  If Grantee relocates to  another country, the terms and conditions for that country (if any) will apply to Grantee to the extent the  Company determines, in its sole discretion, that applying such terms and conditions are necessary or  advisable to comply with local law, rules and regulations or to facilitate the operation and administration  of this Award Agreement and the Plan (or the Company may establish alternative terms and conditions as  may be necessary or advisable to accommodate Grantee's transfer). The Appendix constitutes part of this  Award Agreement.    (e) LANGUAGE.  By accepting this Award Agreement, Grantee acknowledges that he or  she is proficient in the English language, or has consulted with an advisor who is proficient in the English  language, so as to enable Grantee to understand the provisions of this Award Agreement and the Plan.  If  Grantee has received this Award Agreement or any other document related to the Plan translated into a  language other than English and if the meaning of the translated version is different than the English  version, the English version will control.    (f) ELECTRONIC DELIVERY AND PARTICIPATION.  The Company may, in its sole  discretion, decide to deliver any documents related to current or future participation in the Plan by  electronic means.  Grantee hereby consents to receive such documents by electronic delivery and agrees  to participate in the Plan through an on-line or electronic system established and maintained by the  Company or a third party designated by the Company.    (g) IMPOSITION OF OTHER REQUIREMENTS.  The Company reserves the right to  impose other requirements on the Restricted Shares, any payment made pursuant to the Restricted Shares,  and Grantee's participation in the Plan, to the extent the Company determines, in its sole discretion, that  such other requirements are necessary or advisable in order to comply with local law, rules and  regulations or to facilitate the operation and administration of the Restricted Shares and the Plan.  Such  requirements may include requiring Grantee to sign any agreements or undertakings that may be  necessary to accomplish the foregoing.    (h) INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.  Grantee  acknowledges that, depending on his or her country of residence, the broker’s country of establishment, or  where the Shares are listed, Grantee may be subject to insider trading restrictions and/or market abuse  laws in applicable jurisdictions, which may affect Grantee’s ability to, directly or indirectly, accept,  acquire, sell, or attempt to sell or otherwise dispose of Shares, or rights linked to the value of Shares,  during such times as Grantee is considered to have “inside information” regarding the Company (as  defined by the laws and/or regulations in the applicable jurisdictions or Grantee's country of residence).  Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Grantee  places before possessing the inside information.  Furthermore, Grantee may be prohibited from (i)  disclosing inside information to any third party, including fellow employees (other than on a “need to  know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities.  Any  restrictions under these laws or regulations are separate from and in addition to any restrictions that may  be imposed under any applicable Company insider trading policy.  Grantee is responsible for ensuring  compliance with any applicable restrictions and should consult his or her personal legal advisor on this  





 






  Page 6 of 11    matter.    (i) EXCHANGE CONTROLS; FOREIGN ASSET/ACCOUNT REPORTING.  Grantee  acknowledges that Grantee's country of residence may have certain exchange controls, foreign asset  and/or account reporting requirements that may affect Grantee’s ability to acquire or hold Shares under  the Plan or cash received from participating in the Plan (including from any dividends received or sale  proceeds arising from the sale of Shares) in a brokerage or bank account outside Grantee's country of  residence.  Grantee may be required to report such accounts, assets or transactions to the tax or other  authorities in Grantee's country of residence. Grantee also may be required to repatriate sale proceeds or  other cash received as a result of Grantee’s participation in the Plan to Grantee's country of residence  through a designated bank or broker and/or within a certain time after receipt. Grantee acknowledges that  it is Grantee’s responsibility to be compliant with such regulations, and Grantee should consult with  Grantee’s personal legal advisor for any details.      (j) NOTICE.  Any notice required by the terms of this Award Agreement shall be given in  writing and shall be deemed effective upon personal delivery or upon deposit with the United States  Postal Service, by registered or certified mail, with postage and fees prepaid.  Notice shall be addressed to  the Company at its principal executive office and to Grantee at the address that he or she most recently  provided in writing to the Company.    (k) CHOICE OF LAW; VENUE. This Award Agreement and the Notice shall be governed  by, and construed in accordance with, the laws of the state of New York, USA, without regard to the  conflict of law provisions. For purposes of litigating any dispute that arises under this grant or the Award  Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, USA,  and agree that such litigation shall be conducted in the courts of New York, NY, or the federal courts of  the United States for the Southern District of New York.    (l) COUNTERPARTS. This Award Agreement may be executed in two or more  counterparts (which may be electronic), each of which shall be deemed an original, but all of which  together shall constitute one and the same instrument.    (m) MODIFICATION OR AMENDMENT. This Award Agreement may only be modified or  amended by written agreement executed by the parties hereto (which may be electronic); provided,  however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such  written agreement.    (n) SEVERABILITY. In the event any provision of this Award Agreement shall be  held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions  of this Award Agreement, and this Award Agreement shall be construed and enforced as if such illegal or  invalid provision had not been included.       (o) AWARD SUBJECT TO COMPANY CLAWBACK POLICY. The Restricted Shares  shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy  adopted (or that may be adopted) by the Board, as may be amended from time to time, or required by law  during the term of Grantee’s employment or other service that is applicable to Grantee.     (p) NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing in the Plan or in this Award  Agreement shall confer upon Grantee any right to continue in the employ of the Company, a parent or any  subsidiary or shall interfere with or restrict in any way the right of the Company, parent or any subsidiary,  





 






  Page 7 of 11    which is hereby expressly reserved, to remove, terminate or discharge Grantee at any time for any reason  whatsoever, with or without Cause and with or without advance notice.      (q) SECTION 409A COMPLIANCE.  This Section 5(q) may not apply if Grantee is not a  U.S. taxpayer.  The Restricted Shares are intended to be exempt from Code Section 409A and this Award  Agreement shall be interpreted, administered and operated accordingly.  To the extent that any provision  in this Award Agreement is ambiguous as to its compliance with Code Sections 409A or 457A, the  provision shall be interpreted in a manner so that no payment due to Grantee shall be deemed subject to  an “additional tax” within the meaning of Code Section 409A(a)(1)(B).  The Company does not guarantee  the tax treatment of any payments under this Award Agreement, including under the Code, federal, state,  local or foreign tax laws and regulations.      (r) COMPLIANCE WITH LAW.  Notwithstanding any other provision of the Plan or this  Award Agreement, unless there is an exemption from any registration, qualification or other legal  requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable  upon settlement of the Restricted Shares prior to the completion of any registration or qualification of the  Shares under any local, state, federal or foreign securities or exchange control law or under rulings or  regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental  regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or  foreign governmental agency, which registration, qualification or approval the Company shall, in its  absolute discretion, deem necessary or advisable.  Grantee understands that the Company is under no  obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or  to seek approval or clearance from any governmental authority for the issuance or sale of the Shares.   Further, Grantee agrees that the Company shall have unilateral authority to amend the Award Agreement  without Grantee’s consent to the extent necessary to comply with securities or other laws applicable to  issuance of Shares.    (s) RATIFICATION OF ACTIONS.  By accepting this Restricted Share grant, Grantee and  each person claiming under or through Grantee shall be conclusively deemed to have indicated Grantee's  acceptance and ratification of, and consent to, any action taken under the Plan, this Award Agreement and  the Notice, the Board, or the Committee.  





 






  Page 8 of 11    APPENDIX     COUNTRY-SPECIFIC TERMS AND CONDITIONS  FOR GRANTEES OUTSIDE THE UNITED STATES    Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan,  the Notice of Restricted Share Grant and the Award Agreement.    Terms and Conditions    This Appendix includes additional terms and conditions that govern the Restricted Shares granted  under the Plan if Grantee resides and/or works in one of the countries listed below.  If Grantee is a citizen  or resident (or is considered as such for local law purposes) of a country other than the country in which  Grantee is currently residing and/or working, or if Grantee relocates to another country after the grant of  the Restricted Shares, the Company shall, in its sole discretion, determine to what extent the special terms  and conditions contained herein are applicable.    Notifications    This Appendix may also include information regarding exchange controls and certain other issues  of which Grantee should be aware with respect to participation in the Plan.  The information is based on  the securities, exchange control, and other laws in effect in the respective countries as of February 2021.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that  Grantee not rely on the information in this Appendix as the only source of information relating to the  consequences of his or her participation in the Plan because the information may be out of date at the time  the Restricted Shares vest or Grantee sells Shares acquired under the Plan.    In addition, the information contained herein is general in nature and may not apply to Grantee’s  particular situation, and the Company is not in a position to assure Grantee of a particular result.  Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws in  Grantee's country of residence may apply to his or her situation.    Finally, if Grantee is a citizen or resident (or is considered as such for local law purposes) of a  country other than the country in which Grantee is currently residing and/or working, or if Grantee  relocates to another country after the Restricted Shares are granted, the notifications contained herein may  no longer be applicable to Grantee.    European Union (“EU”) / European Economic Area (“EEA”)    Data Privacy Notice for Grantees in the EU / EEA    (a) General.  The Company is located at Victoria Place, 5th Floor, 31 Victoria  Street, Hamilton HM 10, Bermuda, and grants Restricted Shares under the Plan to certain Grantees, at  its sole discretion.  In conjunction with the Company's grant of the Restricted Shares under the Plan  and its ongoing administration of such award, the Company is providing the following information  about its data collection, processing and transfer practices, which Grantee should carefully review.    (b) Purposes and Legal Bases of Processing.  The Company processes Data (as  defined below) for the purpose of administering and managing Grantee’s participation in the Plan and  facilitating compliance with applicable tax, exchange control, securities and labor laws.  The legal  basis for the collection, use and other processing of Data by the Company and the third-party service  





 






  Page 9 of 11    providers described below is the necessity of such collection, use and processing for the Company to  perform its contractual obligations under this Award Agreement and for the Company’s legitimate  business interests of implementing and managing the Plan and generally administering employee  equity awards.    (c) Data Collection and Usage.  The Company and the Employer may collect,  process and use the following types of personal information about Grantee: Grantee’s name, home  address, email address and telephone number, date of birth, social insurance number, passport or  other identification number, salary, nationality, job title, details of all stock options or any other  entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor  (“Data”).    (d) Stock Plan Administration Service Providers.  The Company may transfer Data  to third parties which assist the Company with the implementation, administration and management of  the Plan.  Grantee may be asked to agree on separate terms and data processing practices with the  service provider, with such agreement being a condition to Grantee’s ability to participate in the Plan.     (e) International Data Transfers.  Certain of the Company’s operations, including  its internal stock plan administration, and its service providers are based in the United States, which  means that it will be necessary for Data to be transferred to, and processed in, the United States.  The  legal basis for the transfer of Data to the Company and its third-party service providers is the necessity  of such transfer for the Company to perform its contractual obligations under this Award Agreement  and for the Company’s legitimate business interests of implementing and managing the Plan and  generally administering employee equity awards.    (f) Data Retention.  The Company will hold and use the Data only as long as is  necessary to implement, administer and manage Grantee’s participation in the Plan, or as required to  comply with legal or regulatory obligations, including under tax, exchange control, securities and  labor laws.  This means Data may be retained after Grantee’s employment is terminated.      (g) Data Subject Rights.  Grantee may have a number of rights under data privacy  laws in Grantee’s jurisdiction.  Depending on where Grantee is based, such rights may include the  right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data,  (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge  complaints with competent authorities in Grantee’s jurisdiction, and/or (vii) receive a list with the  names and addresses of any potential recipients of Data.  To receive clarification regarding these  rights or to exercise these rights, Grantee can contact his or her local human resources representative.    (h) Contractual Requirement.  Where necessary, Grantee’s provision of Data and  its processing as described above is a contractual requirement for Grantee to participate in the Plan.  Grantee’s participation in the Plan and Grantee’s acceptance of the Restricted Shares is purely  voluntary.  Grantee can refuse to provide Data, as a result of which Grantee will not be able to  participate in the Plan, but Grantee’s career and salary will not be affected in any way.    Belgium    No country-specific provisions.    Germany    No country-specific provisions.  





 






  Page 10 of 11    Hong Kong    Sale of Shares. In the event the Restricted Shares vest within six months of the Date of Grant, Grantee  agrees not to sell any Shares acquired upon vesting prior to the six-month anniversary of the Date of  Grant.    Securities Law Notice. The contents of this document have not been reviewed by any regulatory authority  in Hong Kong. Grantee should exercise caution in relation to the offer.  If Grantee is in doubt about any  of the contents of this Award Agreement or the Plan, the Participant should obtain independent  professional advice.  Neither the grant nor vesting of the Restricted Shares constitutes a public offering of  securities under Hong Kong law and is available only to employees of the Company and its subsidiaries.  The Notice, Award Agreement, the Plan and other incidental materials (i) have not been prepared in  accordance with and are not intended to constitute a “prospectus” for a public offering of securities under  applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each  eligible employee of the Company and its subsidiaries and may not be distributed to any other person.    Japan    Foreign Asset / Account Reporting Information. Grantee will be required to report details of any assets  held outside Japan as of December 31st to the extent such assets have a total net fair market value  exceeding ¥50,000,000.  This report is due by March 15th each year.  Grantee should consult with his or  her personal tax advisor as to whether the reporting obligation applies to him or her and whether the  requirement extends to any outstanding Restricted Share awards or Shares acquired under the Plan.    Netherlands    Waiver of Termination Rights.  By accepting the Restricted Shares, Grantee hereby waives any and all  rights to compensation or damages as a result of the termination of employment with the Company and  the Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or  diminution in value of such rights or entitlements under the Plan, or (b) your ceasing to have rights under,  or ceasing to be entitled to any awards under the Plan as a result of such termination.    Singapore    Restriction on Sale and Transferability.  Grantee hereby agrees that the Restricted Shares will not be  offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or  offer is made pursuant to one or more exemptions under Part XIII Division 1 Subdivision (4) (other than  section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”) or pursuant to, and in  accordance with the conditions of, any other applicable provision(s) of the SFA.    Securities Law Information.  The Restricted Share grant is being made pursuant to the “Qualifying  Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus  and registration requirements under the SFA, and is not made with a view to the Restricted Shares being  subsequently offered for sale to any other party.  The Plan has not and will not be lodged or registered as  a prospectus with the Monetary Authority of Singapore.      Director Notification Requirement.  The directors (including alternate, substitute, associate and shadow  directors) of a Singapore Subsidiary are subject to certain notification requirements under the Singapore  Companies Act.  The directors must notify the Singapore Subsidiary in writing of an interest (e.g.,  Restricted Shares, etc.) in the Company or any related company within two (2) business days of (i) its  





 






  Page 11 of 11    acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Shares are sold),  or (iii) becoming a director.    South Korea    No country-specific provisions.    Taiwan    Securities Law Information.  The Restricted Shares to be issued pursuant to the Plan are available only for  employees.  The grant of Restricted Shares is not a public offer of securities by a Taiwanese company.    United Kingdom    Tax Withholding.  The following provisions supplement Section 5(a) of this Award Agreement:    Without limitation to Section 5(a) of this Award Agreement, Grantee agrees that he or she is liable for all  Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the  Company, the Employer or by Her Majesty’s Revenue and Customs’ (“HMRC”) (or any other tax  authority or any other relevant authority).  Grantee also agrees to indemnify and keep indemnified the  Company and the Employer against any Tax-Related Items that they are required to pay or withhold on or  have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Grantee’s  behalf.    Notwithstanding the foregoing, if Grantee is an executive officer or director (within the meaning of  Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In  such case, if the amount of any income tax due is not collected from or paid by Grantee within ninety (90)  days of the end of the U.K. tax year in which an event giving rise to the indemnification described above  occurs, the amount of any uncollected income tax may constitute an additional benefit to Grantee on  which additional income tax and National Insurance Contributions (“NICs”) may be payable.  Grantee  will be responsible for reporting and paying any income tax due on this additional benefit directly to  HMRC under the self-assessment regime and for reimbursing the Company and/or the Employer for the  value of any employee NICs due on this additional benefit, which the Company and/or the Employer may  recover at any time thereafter by any of the means referred to in Section 5(a) of this Award Agreement.        ************************************