Exhibit
10.1


 


JIUZI
HOLDINGS INC.

2022 EQUITY INCENTIVE PLAN


 


1. Purpose.
The purpose of the Jiuzi Holdings Inc. 2022 Equity Incentive Plan is to provide a means through which the Company and its Affiliates
may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants, advisors (and
prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain
an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value
of Ordinary Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests
with those of the Company’s shareholders.


 


2. Definitions.
The following definitions shall be applicable throughout this Plan:


 


		(a)	“Account”
                                            means the bank account or brokerage account opened in the name of the Trustee or Trust Holdco
                                            to be operated solely for the purposes of operating this Plan and the funds thereof to be
                                            held directly or indirectly on trust by the Trustee for the Participants.



 


		(b)	“Affiliate”
                                            means (i) any person or entity that directly or indirectly controls, is controlled by or
                                            is under common control with the Company and/or (ii) to the extent provided by the Committee,
                                            any person or entity in which the Company has a significant interest as determined by the
                                            Committee in its discretion. The term “control” (including, with correlative
                                            meaning, the terms “controlled by” and “under common control with”),
                                            as applied to any person or entity, means the possession, directly or indirectly, of the
                                            power to direct or cause the direction of the management and policies of such person or entity,
                                            whether through the ownership of voting or other securities, by contract or otherwise.



 


		(c)	“Award”
                                            means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option,
                                            Stock Appreciation Right, Restricted Share Unit, Restricted Stock, Restricted Stock Unit,
                                            Stock Bonus Award and Performance Compensation Award granted under this Plan.



 


		(d)	“Board”
                                            means the board of directors of the Company.



 


		(e)	“Business
                                            Combination” has the meaning given such term in the definition of “Change
                                            in Control.”



 


		(f)	“Business
                                            Day” means any day other than a Saturday, a Sunday or a day on which banking
                                            institutions in New York City are authorized or obligated by federal law or executive order
                                            to be closed or a day on which banks in Hong Kong are generally closed for the transaction
                                            of normal banking business.



 


		(g)	“Cause”
                                            means, in the case of a particular Award, unless the applicable Award agreement states otherwise,
                                            (i) the Company or an Affiliate having “cause” to terminate a Participant’s
                                            employment or service, as defined in any employment or consulting agreement or similar document
                                            or policy between the Participant and the Company or an Affiliate in effect at the time of
                                            such termination or (ii) in the absence of any such employment or consulting agreement, document
                                            or policy (or the absence of any definition of “Cause” contained therein), (A)
                                            a continuing material breach or material default (including, without limitation, any material
                                            dereliction of duty) by Participant of any agreement between the Participant and the Company,
                                            except for any such breach or default which is caused by the physical disability of the Participant
                                            (as determined by a neutral physician), or a continuing failure by the Participant to follow
                                            the direction of a duly authorized representative of the Company; (B) gross negligence, willful
                                            misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the Participant
                                            of an act of fraud, embezzlement, misappropriation of the Company or its Affiliate’s
                                            assets or any felony or other crime of dishonesty in connection with the Participant’s
                                            duties; (D) conviction of the Participant of a felony or any other crime that would materially
                                            and adversely affect: (i) the business reputation of the Company or (ii) the performance
                                            of the Participant’s duties to the Company, or (E) failure by a Participant to follow
                                            the lawful directions of a superior officer or the Board. Any determination of whether Cause
                                            exists shall be made by the Committee in its sole discretion. 



 






     


     


    

  


		(h)	“Change
                                            in Control” shall, in the case of a particular Award, unless the applicable
                                            Award agreement states otherwise or contains a different definition of “Change in Control,”
                                            be deemed to occur upon:



 


(i) An
acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”)
by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of
1934, as amended (the “Exchange Act”)), immediately after which such Person has ownership of more than two
thirds (2/3) of the combined voting power of the Company’s then outstanding Voting Securities.


 


(ii) The
individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover or other
non-ordinary course transaction affecting the Company, to constitute at least forty percent (40%) of the members of the Board; or


 


(iii) The
consummation of any of the following events:


 


(A) A
merger, consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii) above
would be the result;


 


(B) A
liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third
party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with Section 409A
of the Code, the occurrence of an event described in this subsection (B) shall not permit the settlement of Restricted Stock Units granted
under this Plan; or


 


(C) An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer
to a subsidiary of the Company).


 


		(i)	“Closing
                                            Price” means (A) during such time as the Ordinary Shares are registered under
                                            Section 12 of the Exchange Act, the closing price of the Ordinary Shares as reported by an
                                            established stock exchange or automated quotation system on the day for which such value
                                            is to be determined, or, if no sale of the Ordinary Shares shall have been made on any such
                                            stock exchange or automated quotation system that day, on the next preceding day on which
                                            there was a sale of such Ordinary Shares, or (B) during any such time as the Ordinary Shares
                                            are not listed upon an established stock exchange or automated quotation system, the mean
                                            between dealer “bid” and “ask” prices of the Ordinary Shares in the
                                            over-the-counter market on the day for which such value is to be determined, as reported
                                            by the Financial Industry Regulatory Authority, Inc., or (C) during any such time as the
                                            Ordinary Shares cannot be valued pursuant to (A) or (B) above, the fair market value shall
                                            be as determined by the Committee considering all relevant information including, by example
                                            and not by limitation, the services of an independent appraiser.



 


		(j)	“Code”
                                            means the Internal Revenue Code of 1986, as amended, and any successor thereto. References
                                            in this Plan to any section of the Code shall be deemed to include any regulations or other
                                            interpretative guidance under such section, and any amendments or successor provisions to
                                            such section, regulations or guidance.



 


		(k)	“Committee”
                                            means a committee of at least two people as the Board may appoint to administer this Plan
                                            or, if no such committee has been appointed by the Board, the Board. Unless altered by an
                                            action of the Board, the Committee shall be the Compensation Committee of the Board.



   


		(l)	“Company”
                                            means Jiuzi Holdings Inc., a Cayman Islands company, together with its successors and assigns.



 






    2


     


    

 


		(m)	“Consideration”
                                            means the amount to be paid by a Participant under Section 10(a) of this Plan.



 


		(n)	“Date
                                            of Grant” means the date on which the granting of an Award is authorized, or
                                            such other date as may be specified in such authorization.



 


		(o)	“Disability”
                                            means a “permanent and total” disability incurred by a Participant while in the
                                            employ of the Company or an Affiliate. For this purpose, a permanent and total disability
                                            shall mean that the Participant is unable to engage in any substantial gainful activity by
                                            reason of any medically determinable physical or mental impairment that can be expected to
                                            result in death or can be expected to last for a continuous period of not less than twelve
                                            (12) months.



 


		(p)	“Effective
                                            Date” means the date when this Plan is adopted by the Board.



 


		(q)	“Eligible
                                            Director” means a person who is (i) a “non-employee director” within
                                            the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director”
                                            within the meaning of Section 162(m) of the Code.



 


		(r)	“Eligible
                                            Person” means any (i) individual employed by the Company or an Affiliate; provided, however,
                                            that no such employee covered by a collective bargaining agreement shall be an Eligible Person
                                            unless and to the extent that such eligibility is set forth in such collective bargaining
                                            agreement or in an agreement or instrument relating thereto; (ii) director of the Company
                                            or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate, provided that
                                            if the Securities Act applies such persons must be eligible to be offered securities registrable
                                            on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers,
                                            consultants or advisors who have accepted offers of employment or consultancy from the Company
                                            or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once
                                            he or she begins employment with or begins providing services to the Company or its Affiliates).



 


		(s)	“ESOP
                                            System” means such software system provided by CMB International Capital Corporation
                                            Limited exclusively used for the implementation and administration of this Plan.



 


		(t)	“Exchange
                                            Act” has the meaning given such term in the definition of “Change in
                                            Control,” and any reference in this Plan to any section of (or rule promulgated under)
                                            the Exchange Act shall be deemed to include any rules, regulations or other interpretative
                                            guidance under such section or rule, and any amendments or successor provisions to such section,
                                            rules, regulations or guidance.



 


		(u)	“Exercise
                                            Price” has the meaning given such term in Section 7(b) of this Plan.



 


		(v)	“Fair
                                            Market Value”, unless otherwise provided by the Committee in accordance with
                                            all applicable laws, rules regulations and standards, means, on a given date, (i) if the
                                            Ordinary Shares (A) are listed on a national securities exchange or (B) are not listed on
                                            a national securities exchange, but is quoted by the OTC Markets Group, Inc. (www.otcmarkets.com)
                                            or any successor or alternative recognized over-the-counter market or another inter-dealer
                                            quotation system, on a last sale basis, the average selling price of the Ordinary Shares
                                            reported on such national securities exchange or other inter-dealer quotation system, determined
                                            as the arithmetic mean of such selling prices over the thirty (30)-Business Day period preceding
                                            the Date of Grant, weighted based on the volume of trading of such Ordinary Shares on each
                                            trading day during such period; or (ii) if the Ordinary Shares are not listed on a national
                                            securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the
                                            amount determined by the Committee in good faith to be the fair market value of the Ordinary
                                            Shares. 



 


		(w)	“Hong
                                            Kong” means the Hong Kong Special Administrative Region of the People’s
                                            Republic of China.



 






    3


     


    

 


		(x)	“Immediate
                                            Family Members” shall have the meaning set forth in Section 15(b) of this Plan.



 


		(y)	“Incentive
                                            Stock Option” means an Option that is designated by the Committee as an incentive
                                            stock option as described in Section 422 of the Code and otherwise meets the requirements
                                            set forth in this Plan.



 


		(z)	“Indemnifiable
                                            Person” shall have the meaning set forth in Section 4(e) of this Plan.



  


		(aa)	“Intellectual
                                            Property Products” shall have the meaning set forth in Section 15(c) of this
                                            Plan.



 


		(bb)	“Mature
                                            Shares” means Ordinary Shares owned by a Participant that are not subject to
                                            any pledge or security interest and that have been either previously acquired by the Participant
                                            on the open market or meet such other requirements, if any, as the Committee may determine
                                            are necessary in order to avoid an accounting earnings charge on account of the use of such
                                            shares to pay the Exercise Price or satisfy a withholding obligation of the Participant.



 


		(cc)	“Negative
                                            Discretion” shall mean the discretion authorized by this Plan to be applied
                                            by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent
                                            with Section 162(m) of the Code.



 


		(dd)	“Nonqualified
                                            Stock Option” means an Option that is not designated by the Committee as an
                                            Incentive Stock Option.



 


		(ee)	“Option”
                                            means an Award granted under Section 7 of this Plan.



 


		(ff)	“Option
                                            Period” has the meaning given such term in Section 7(c) of this Plan.



 


		(gg)	“Ordinary
                                            Shares” means the ordinary shares of par value US$0.001 each of the Company
                                            (and any shares or other securities into which such Ordinary Shares may be converted or into
                                            which they may be exchanged).



 


		(hh)	“Outstanding
                                            Company Ordinary Shares” has the meaning given such term in the definition
                                            of “Change in Control.”



 


		(ii)	“Outstanding
                                            Company Voting Securities” has the meaning given such term in the definition
                                            of “Change in Control.”



 


		(jj)	“Partial
                                            RSU Forfeiture” has the meaning given such term in Section 10(b)(v) of this
                                            Plan.



 


		(kk)	“Participant”
                                            means an Eligible Person who has been selected by the Committee to participate in this Plan
                                            and to receive an Award pursuant to Section 6 of this Plan.



 


		(ll)	“Performance
                                            Compensation Award” shall mean any Award designated by the Committee as a Performance
                                            Compensation Award pursuant to Section 12 of this Plan. 



 


		(mm)	“Performance
                                            Criteria” shall mean the criterion or criteria that the Committee shall select
                                            for purposes of establishing the Performance Goal(s) for a Performance Period with respect
                                            to any Performance Compensation Award under this Plan.



 


		(nn)	“Performance
                                            Formula” shall mean, for a Performance Period, the one or more objective formulae
                                            applied against the relevant Performance Goal to determine, with regard to the Performance
                                            Compensation Award of a particular Participant, whether all, some portion but less than all,
                                            or none of the Performance Compensation Award has been earned for the Performance Period.



 






    4


     


    

 


		(oo)	“Performance
                                            Goals” shall mean, for a Performance Period, the one or more goals established
                                            by the Committee for the Performance Period based upon the Performance Criteria.



 


		(pp)	“Performance
                                            Period” shall mean the one or more periods of time, as the Committee may select,
                                            over which the attainment of one or more Performance Goals will be measured for the purpose
                                            of determining a Participant’s right to, and the payment of, a Performance Compensation
                                            Award.



 


		(qq)	“Permitted
                                            Transferee” shall have the meaning set forth in Section 16(b) of this Plan.



 


		(rr)	“Person”
                                            has the meaning given such term in the definition of “Change in Control.”



 


		(ss)	“Plan”
                                            means this Jiuzi Holdings Inc. 2022 Equity Incentive Plan, as amended from time to time.



  


		(tt)	“Related
                                            Income” means all income or distribution derived from a RSU Share (net of all
                                            expenses or charges incurred in relation to the receipt or payment of such income) held upon
                                            the Trust in the form of Ordinary Shares (including but not limited to, any bonus shares
                                            or scrip shares received in respect of the Ordinary Share) or money and, for the avoidance
                                            of doubt, excludes any Residual Cash.



 


		(uu)	“Residual
                                            Cash” means cash remaining in the Account or the trust fund of the Trust (including
                                            interest income derived from deposits maintained with licensed banks in Hong Kong) which
                                            has not been applied in the purchase or acquisition or subscription of Trust Shares or RSU
                                            Shares.



 


		(vv)	“Restricted
                                            Period” means the period of time determined by the Committee during which an
                                            Award is subject to restrictions or, as applicable, the period of time within which performance
                                            is measured for purposes of determining whether an Award has been earned.



 


		(ww)	“Restricted
                                            Share Unit” means a restricted share unit conferring the Participant a conditional
                                            right upon vesting of the restricted share unit to obtain either Ordinary Shares or an equivalent
                                            value in cash with reference to the market value of the Ordinary Shares on or about the RSU
                                            Vesting Date, as determined by the Committee in its absolute discretion, less any tax, fees,
                                            levies, stamp duty and other charges applicable, granted under Section 10 of this Plan.



 


		(xx)	“Restricted
                                            Stock Unit” means an unfunded and unsecured promise to deliver Ordinary Shares,
                                            cash, other securities or other property, subject to certain restrictions (including, without
                                            limitation, a requirement that the Participant remain continuously employed or provide continuous
                                            services for a specified period of time), granted under Section 9 of this Plan.



 


		(yy)	“Restricted
                                            Stock” means Ordinary Shares, subject to certain specified restrictions (including,
                                            without limitation, a requirement that the Participant remain continuously employed or provide
                                            continuous services for a specified period of time), granted under Section 9 of this Plan. 



 


		(zz)	“Retirement”
                                            means the fulfillment of each of the following conditions: (i) the Participant is good standing
                                            with the Company as determined by the Committee; (ii) the voluntary termination by a Participant
                                            of such Participant’s employment or service to the Company and (B) that at the time
                                            of such voluntary termination, the sum of: (1) the Participant’s age (calculated to
                                            the nearest month, with any resulting fraction of a year being calculated as the number of
                                            months in the year divided by 12) and (2) the Participant’s years of employment or
                                            service with the Company (calculated to the nearest month, with any resulting fraction of
                                            a year being calculated as the number of months in the year divided by 12) equals at least
                                            62 (provided that, in any case, the foregoing shall only be applicable if, at the time of
                                            Retirement, the Participant shall be at least 55 years of age and shall have been employed
                                            by or served with the Company for no less than 5 years).



 






    5


     


    

 


		(aaa)	“Returned
                                            Shares” means such RSU Shares or Related Income which are not vested and/or
                                            forfeited in accordance with this Plan (whether as a result of a Total RSU Forfeiture or
                                            a Partial RSU Forfeiture or otherwise), or such Ordinary Shares being deemed to be Returned
                                            Shares in accordance with this Plan and the Trust Deed.



 


		(bbb)	“RSU
                                            Shares” means such number of Ordinary Shares that are conferred on the Participant
                                            pursuant to the award of Restricted Share Units.



 


		(ccc)	“RSU
                                            Vesting Date(s)” means, in the case of an Award of Restricted Share Units,
                                            the date(s) on which some or all of the Restricted Share Units vest in accordance with the
                                            terms of the grant of the Award of Restricted Share Units, as set out in the relevant Award
                                            agreement or shall vest under Section 14(c) of this Plan.



 


		(ddd)	“RSU
                                            Vesting Notice” has the meaning given such term in Section 10(b)(i) of this
                                            Plan.



 


		(eee)	“SAR
                                            Period” has the meaning given such term in Section 8(c) of this Plan.



 


		(fff)	“Securities
                                            Act” means the Securities Act of 1933, as amended, and any successor thereto.
                                            Reference in this Plan to any section of the Securities Act shall be deemed to include any
                                            rules, regulations or other official interpretative guidance under such section, and any
                                            amendments or successor provisions to such section, rules, regulations or guidance.



 


		(ggg)	“Specified
                                            Account” means the bank account of the Company or Trust Holdco for the receipt
                                            of the Consideration paid by the Participant for the grant of an Award of Restricted Share
                                            Units and the Committee shall provide the account details of such bank account to the Participant
                                            in the Award agreement.



 


		(hhh)	“Stock
                                            Appreciation Right” or “SAR” means an Award
                                            granted under Section 8 of this Plan which meets all of the requirements of Section 1.409A-1(b)(5)(i)(B)
                                            of the Treasury Regulations.



 


		(iii)	“Stock
                                            Bonus Award” means an Award granted under Section 11 of this Plan.



 


		(jjj)	“Strike
                                            Price” means, except as otherwise provided by the Committee in the case of
                                            Substitute Awards, (i) in the case of a SAR granted in tandem with an Option, the Exercise
                                            Price of the related Option, or (ii) in the case of a SAR granted independent of an Option,
                                            the Fair Market Value on the Date of Grant.



 


		(kkk)	“Subsidiary”
                                            means, with respect to any specified Person:



 


(i) any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Outstanding Company Voting
Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii) any
partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member (or functional
equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners
or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


		(lll)	“Substitute
                                            Award” has the meaning given such term in Section 5(e).



 


		(mmm)	“Total
                                            RSU Forfeiture” has the meaning given such term in Section 10(b)(iv) of this
                                            Plan.



 






    6


     


    

 


		(nnn)	“Treasury
                                            Regulations” means any regulations, whether proposed, temporary or final, promulgated
                                            by the U.S. Department of Treasury under the Code, and any successor provisions.



 


		(ooo)	“Trust”
                                            means the trust constituted by the Trust Deed.



 


		(ppp)	“Trustee”
                                            means the trustee corporation or trustee corporations to be appointed by the Company for
                                            the administration of this Plan.



 


		(qqq)	“Trust
                                            Deed” means a trust deed to be entered into between the Company and the Trustee
                                            (as restated, supplemented and amended from time to time) in respect of the appointment of
                                            the Trustee for the administration of this Plan.



 


		(rrr)	“Trust
                                            Holdco” means Sino Premium Global Limited, a company incorporated in the British
                                            Virgin Islands, which is wholly owned by the Trustee as trustee of the Trust.



 


		(sss)	“Trust
                                            Period” has the meaning given such term in Clause 1.1 of the Trust Deed.



 


		(ttt)	“Trust
                                            Shares” means such Ordinary Shares that are held, directly or indirectly, by
                                            the Trustee upon Trust, from time to time for the purpose of this Plan.



 


3. Effective
Date; Duration. This Plan shall be effective as of the Effective Date, but no Award shall be exercised or paid (or issued, in the
case of a share Award), unless and until this Plan has been approved by the shareholders of the Company, which approval shall be within
twelve (12) months after the Effective Date. The expiration date of this Plan, on and after which date no Awards may be granted hereunder,
shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not
affect Awards then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards. 


 


4. Administration.


 


(a) The
Committee shall administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
Act (if the Board is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based compensation
under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he takes any action
with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as
an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under this Plan. The acts
of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee
shall be deemed the acts of the Committee. Whether a quorum is present shall be determined, subject to the articles of association of
the Company, based on the Committee’s charter as approved by the Board.


 


(b) Subject
to the provisions of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express
powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to a Participant; (iii) determine the number of Ordinary Shares to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Ordinary
Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards
may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the
delivery of cash, Ordinary Shares, other securities, other Awards or other property and other amounts payable with respect to an Award;
(vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete
any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend,
or waive any rules, conditions and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration
of this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other
determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan.


 






    7


     


    

 


(c) The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect
to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may
be so delegated as a matter of law, except for grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who
are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.


 


(d) Unless
otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with respect
to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation,
the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company. 


  


(e) No
member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or the Committee,
the Trustee, the Trust Holdco, or any corporate director of the Trustee appointed to act as the director of the Trust Holdco (including
their respective directors, officers, employees, agents or nominees of the Trustee and the said corporate director (each such person,
an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination
made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless
by the Company against and from (and the Company shall pay or reimburse on demand for) any loss, cost, liability, or expense (including
attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action,
suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason
of any action taken or omitted to be taken under this Plan or any Award agreement and against and from any and all amounts paid by such
Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of
any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided, that the Company shall have
the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent
to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing
right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication
(in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable
Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal
act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s memorandum and articles
of association. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s memorandum and articles of association, as a matter of law, or otherwise, or any other
power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f) Notwithstanding
anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards
and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under this Plan.


 


(g)
The Trustee shall during the Trust Period hold, directly or indirectly, the Trust Shares, the Related Income, the Residual Cash and other
cash and property acquired or received by the Trustee for the purpose of this Plan in accordance with the terms of this Plan and the
Trust Deed.


 


5. Grant
of Awards; Shares Subject to this Plan; Limitations.


 


(a) The
Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Share Units, Restricted Stock, Restricted Stock
Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.


 


(b) Subject
to Section 3, Section 12 and Section 13 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of Two Million
(2,000,000) Ordinary Shares. Each Ordinary Share subject to an Option or a Stock Appreciation Right will reduce the number of Ordinary
Shares available for issuance by one share, and each Ordinary Share underlying an Award of Restricted Share Unit, Restricted Stock, Restricted
Stock Units, Stock Bonus Awards or Performance Compensation Awards will reduce the number of Ordinary Shares available for issuance by
one share.


 






    8


     


    

 


(c) Ordinary
Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available
again for Awards under this Plan at the same ratio at which they were previously granted. Notwithstanding the foregoing, the following
Ordinary Shares shall not be available again for Awards under this Plan: (i) shares tendered or held back upon the exercise of an Option
or settlement of an Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax obligations of
the Participant; and (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of
the SAR upon exercise thereof.


 


(d) Ordinary
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company,
shares purchased (subject to the Company's articles of association) on the open market or by private purchase, or a combination of the
foregoing.


 


(e) Subject
to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted under
this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with
which the Company combines (“Substitute Awards”). The number of Ordinary Shares underlying any Substitute Awards
shall be counted against the aggregate number of Ordinary Shares available for Awards under this Plan.


 


6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.


  


7. Options.


 


(a) Generally.
Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall
be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with this Plan as may be reflected
in the applicable Award agreement. All Options granted under this Plan shall be Nonqualified Stock Options unless the applicable Award
agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding any designation of an Option,
to the extent that the aggregate Fair Market Value of Ordinary Shares with respect to which Options designated as Incentive Stock Options
are exercisable for the first time by any Participant during any calendar year (under all plans of the Company or any Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonqualified Stock Options. Incentive Stock Options shall be granted only to Eligible
Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who
is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless this
Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of
Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely
on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until
such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply
with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option
(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or
portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan.


 


(b) Exercise
Price. The exercise price (“Exercise Price”) per Ordinary Share for each Option shall not be less than
100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the case of an
Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing more than 10% of
the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall not be less than 110% of
the Fair Market Value per share on the Date of Grant; and, provided further, that notwithstanding any provision herein
to the contrary, the Exercise Price shall not be less than the par value per Ordinary Share.


 






    9


     


    

 


(c) Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and as set forth in the applicable Award agreement, and shall expire after such period, not to exceed ten (10) years from the Date of
Grant, as may be determined by the Committee (the “Option Period”); provided, however,
that the Option Period shall not exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant
who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate; and, provided, further,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
Unless otherwise provided by the Committee in an Award agreement:


 


(i) an
Option shall vest and become exercisable with respect to 100% of the Ordinary Shares subject to such Option on the third (3rd)
anniversary of the Date of Grant;


 


(ii) the
unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option, and the vested
portion of such Option shall remain exercisable for:


 


(A) one
year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period;


 


(B) for
directors, officers and employees of the Company only, for the remainder of the Option Period following termination of employment or
service by reason of such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant
shall be treated as a Nonqualified Stock Option if exercise is not undertaken within 90 days of the date of Retirement); 


 


(C) 90
calendar days following termination of employment or service for any reason other than such Participant’s death, Disability or
Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the Option Period; and


 


(iii) both
the unvested and the vested portion of an Option shall immediately expire upon the termination of the Participant’s employment
or service by the Company for Cause.


 


(d) Method
of Exercise and Form of Payment. No Ordinary Shares shall be delivered or issued pursuant to any exercise of an Option until
payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal
to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may
be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award agreement
accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to collection), cash equivalent
and/or vested Ordinary Shares valued at the Closing Price at the time the Option is exercised (including, pursuant to procedures approved
by the Committee, by means of attestation of ownership of a sufficient number of Ordinary Shares in lieu of actual delivery of such shares
to the Company); provided, however, that such Ordinary Shares are not subject to any pledge or other security
interest and are Mature Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole
discretion, including without limitation: (A) in other property having a fair market value (as determined by the Committee in its discretion)
on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Ordinary Shares at such time, by means
of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to
a stockbroker to sell the Ordinary Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company
an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from the delivery or
issuance of the Ordinary Shares for which the Option was exercised that number of Ordinary Shares having a Closing Price equal to the
aggregate Exercise Price for the Ordinary Shares for which the Option was exercised. Any fractional Ordinary Shares shall be settled
in cash. 


 






    10


     


    

 


(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under this Plan
shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Ordinary Shares acquired
pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation,
any sale) of such Ordinary Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one
year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with
procedures established by the Committee, retain possession of any Ordinary Shares acquired pursuant to the exercise of an Incentive Stock
Option as agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f) Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable
rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or
inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8. Stock
Appreciation Rights.


 


(a) Generally.
Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or
the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be
subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan as may be reflected
in the applicable Award agreement. Any Option granted under this Plan may include tandem SARs. The Committee also may award SARs to Eligible
Persons independent of any Option.


 


(b) Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting
schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding
any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which acceleration
shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise provided by the Committee
in an Award agreement:


 


(i) a
SAR shall vest and become exercisable with respect to 100% of the Ordinary Shares subject to such SAR on the third anniversary of the
Date of Grant;


 


(ii) the
unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion
of such SAR shall remain exercisable for:


 


(A) one
year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period; 


 


(B) for
directors, officers and employees of the Company only, for the remainder of the SAR Period following termination of employment or service
by reason of such Participant’s Retirement;


 


(C) 90
calendar days following termination of employment or service for any reason other than such Participant’s death, Disability or
Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the SAR Period; and


 


(iii) both
the unvested and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment or service
by the Company for Cause.


 






    11


     


    

 


(c) Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the
SAR Period), the Closing Price exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable),
and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the
Participant on such last day and the Company shall make the appropriate payment therefor.


 


(d) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that
are being exercised multiplied by the excess, if any, of the Closing Price of one Ordinary Share on the exercise date over the Strike
Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company
shall pay such amount in cash, in Ordinary Shares valued at fair market value, or any combination thereof, as determined by the Committee.
Any fractional Ordinary Share shall be settled in cash.


 


9. Restricted
Stock and Restricted Stock Units.


 


(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such
grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with this Plan as
may be reflected in the applicable Award agreement.


  


(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established
in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall
be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the
Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the
Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such
agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow
agreement and blank share power within the amount of time specified by the Committee, the Award shall be null and void ab initio.
Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the
rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock
and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued
to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a
shareholder with respect thereto shall terminate without further obligation on the part of the Company. 


 


(c) Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement: (i) the Restricted Period
shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the third (3rd) anniversary of the
Date of Grant; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination
of employment or service of the Participant granted the applicable Award.


 


(d) Delivery
of Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect to
any shares of Restricted Stock, the restrictions set forth in the applicable certificate shall be of no further force or effect with
respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration,
the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing the shares of Restricted
Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full
share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted
Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Ordinary Shares having a Closing
Price equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant
shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).


 






    12


     


    

 


(ii) Unless
otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver or issue to the Participant, or his beneficiary, without charge, one Ordinary Share
for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole
discretion and subject to the requirements of Section 409A of the Code, elect to (i) pay cash or part cash and part Ordinary Share in
lieu of delivering (or issuing) only Ordinary Shares in respect of such Restricted Stock Units or (ii) defer the delivery or issuance
of Ordinary Shares (or cash or part Ordinary Shares and part cash, as the case may be) beyond the expiration of the Restricted Period
if such delivery (or issuance) would result in a violation of applicable law until such time as is no longer the case. If a cash payment
is made in lieu of delivering (or issuing) Ordinary Shares, the amount of such payment shall be equal to the Closing Price of the Ordinary
Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any
federal, state, local and non-U.S. income and employment taxes required to be withheld.


 


10.
Restricted Share Units.


 


(a) Generally.
Each grant of Restricted Share Units shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject
to the conditions set forth in this Section 10, and to such other conditions not inconsistent with this Plan as may be reflected in the
applicable Award agreement. If a Participant shall fail to execute an Award agreement evidencing an Award of Restricted Share Units and
if a Participant is required to pay a consideration for the Restricted Share Units granted under the Award (the “Consideration”)
and shall fail to pay such Consideration within the amount of time specified by the Committee, the Award shall be null and void ab
initio.


 


For
the avoidance of doubt:


 


(i) 
a Participant shall not have any interest or rights (including the right to receive dividends) other than a contingent interest in the
Restricted Share Units and RSU Shares prior to the RSU Vesting Date;


 


(ii) a
Participant shall have no rights in the Residual Cash, the Related Income or any of the Returned Shares unless otherwise determined by
the Committee;


 


(iii) no
instructions may be given by a Participant to the Trustee in respect of the Restricted Share Units that have not vested, and such other
properties of the Account or the trust fund of the Trust managed by the Trustee;


 


(iv) the
Trustee or Trust Holdco shall not exercise the voting rights in respect of any Trust Shares held by it as nominee or under the Trust
(if any). All other rights and powers in respect of any Trust Shares held by it as nominee or under the Trust (if any) shall be exercised
by the Trustee or Trust Holdco in accordance with the instructions of the Company;


 


(v) a
Participant shall have no rights in the fractional share arising out of consolidation of Ordinary Shares (such Ordinary Shares shall
be deemed as Returned Shares for the purposes of this Plan); and


 


(vi) in
the event a Participant ceases to be eligible pursuant to Section 10(b)(iv) of this Plan on the relevant RSU Vesting Date, the award
of the Restricted Share Units in respect of the relevant RSU Vesting Date shall, unless the Committee otherwise agrees, terminate and
be forfeited and such Restricted Share Units shall not vest on the relevant RSU Vesting Date and the Participant shall have no claims
against the Company or the Trustee or Trust Holdco.


 






    13


     


    

 


(b) Vesting
and Forfeiture of Restricted Share Units.


 


(i) Except
in the circumstances of a Total RSU Forfeiture and unless otherwise provided by the Committee in an Award agreement, upon the vesting
of any Restricted Share Units, the Committee shall send, or the Company shall, within thirty (30) Business Days prior to a RSU Vesting
Date, instruct the Trustee to send, to the relevant Participants (with a copy to the Trustee (or, if sent by the Trustee, the Company))
a vesting notice (the "RSU Vesting Notice") together with: (i) if required, the prescribed transfer documents
for the transfer of all or any portion of the RSU Shares and/or the prescribed documents for the payment of the cash amount referable
to the RSU Shares to be completed and signed or confirmed by the Participant through the ESOP System; and (ii) a checklist of information
and/or any other documents to be completed/provided by the Participant. The Company shall, subject to the requirements of Section 409A
of the Code and the Award agreement, procure the Trustee or Trust Holdco to transfer to the Participant, or his beneficiary, the relevant
RSU Shares and/or to pay the cash amount referable to the relevant RSU Shares through the ESOP System as soon as practicable after the
RSU Vesting Date and in any event not later than thirty (30) Business Days after the RSU Vesting Date, or defer the transfer of RSU Shares
(or payment of the cash amount referable to RSU Shares or a combination of both, as the case may be) beyond the RSU Vesting Date if such
transfer or payment would result in a violation of applicable law until such time as is no longer the case.


 


(ii)
 In the event that a Participant shall receive a cash amount referable to RSU Shares, the Participant
shall receive the cash amount referable to RSU Shares in such amounts evidenced by the Award agreement or RSU Vesting Notice and shall
be subject to such conditions not inconsistent with the Plan.


 


(iii)
 Unless otherwise provided in an Award agreement, in the event a Participant’s service
terminates as a result of the Participant’s death, then the vested RSU Shares and/or cash amount referable to the RSU Shares and
the rights thereto (together the "Benefits") (to the extent the Participant was entitled to such Benefits as
of the date of death) shall be transferred to the Participant's estate, a person who acquired the right to such Benefits by bequest or
inheritance or a person designated to receive such Benefits upon the Participant's death, but only within the period ending on the earlier
of (a) twelve (12) months following the date of the Participant's death or (b) the expiration of the term of such award of Restricted
Share Units as set forth in the Award agreement. If, after the Participant's death, the Benefits are not transferred or applied within
the time specified herein or in the Award agreement, the Award shall terminate and the Participant's estate, any person who acquired
the right to such Benefits by bequest or inheritance or any person designated to receive such Benefits upon the Participant's death shall
have no claims against the Company or the Trustee or Trust Holdco.


 


(iv) Prior
to or on the RSU Vesting Date, the unvested portion of a Restricted Share Unit shall, unless the Committee otherwise agrees, terminate
and be forfeited forthwith upon the termination of the Participant’s employment or service by the Company for Cause (“Total
RSU Forfeiture”) and the relevant Restricted Share Units shall not vest on the relevant RSU Vesting Date but the relevant
RSU Shares shall become Returned Shares for the purpose of the Plan.


 


(v) In
the event that prior to or on the RSU Vesting Date:


 


(A)
 a Participant who is resident in a place where the award of the Restricted Share Units and/or
the vesting and transfer of RSU Shares or cash amount which is equivalent to the market value of the RSU Shares pursuant to this Plan
is not permitted under the applicable laws or where in the view of the Committee or the Trustee (as the case may be), compliance with
the applicable laws makes it necessary or expedient to exclude such Participant; or


 


(B) a
Participant fails to return duly executed transfer documents prescribed by the Trustee for the relevant RSU Shares within the stipulated
period


 


(each
of these, an event of “Partial RSU Forfeiture”), the relevant part of the Award of Restricted Share Units made
to such Participant shall, unless the Committee otherwise agrees, terminate and be forfeited forthwith and the relevant Restricted Share
Units shall not vest on the relevant RSU Vesting Date but the relevant RSU Shares shall become Returned Shares for the purpose of this
Plan.


 


(vi) The
relevant Participant shall have no claims against the Company or the Trustee or Trust Holdco for loss of the Restricted Share Units.


 






    14


     


    

 


11. Stock
Bonus Awards. The Committee may issue unrestricted Ordinary Shares, or other Awards denominated in Ordinary Shares, under this Plan
to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole
discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by an Award agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each
Stock Bonus Award so granted shall be subject to such conditions not inconsistent with this Plan as may be reflected in the applicable
Award agreement. 


 


12. Performance
Compensation Awards.


 


(a) Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 11 of this Plan, to designate
such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m)
of the Code. The Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a
Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.


  


(b) Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall
have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the
Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s)
that is (are) to apply and the Performance Formula. Within the first 90 calendar days of a Performance Period (or, if longer or shorter,
within the maximum period allowed under Section 162(m) of the Code, if applicable), the Committee shall, with regard to the Performance
Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated
in the immediately preceding sentence and record the same in writing.


 


(c) Performance
Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of
specific levels of performance of the Company and/or one or more Affiliates, divisions or operational units, or any combination of the
foregoing, as determined by the Committee. Any one or more of the Performance Criteria adopted by the Committee may be used on an absolute
or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company
and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria
may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in
its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide
for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in
this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 calendar days of a
Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective
fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate
such Performance Criteria to the Participant.


 


(d) Modification
of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter
the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion
to make such alterations without obtaining shareholder approval. The Committee is authorized at any time during the first 90 calendar
days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable),
or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards
granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section
162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period, based
on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements;
(iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any
reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No.
30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of
operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures;
(vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains
and losses; and (ix) a change in the Company’s fiscal year. 


 






    15


     


    

 


(e) Payment
of Performance Compensation Awards.


 


(i) Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company
on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance
Period.


 


(ii) Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance
Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has
been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.


 


(iii) Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the
Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance
Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s
Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.


 


(iv) Use
of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award
for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance
Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.
The Committee shall not have the discretion, except as is otherwise provided in this Plan, to (A) grant or provide payment in respect
of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained;
or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of this Plan.


 


(f) Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as
administratively practicable following completion of the certifications required by this Section 12, but in no event later than two-and-one-half
months following the end of the fiscal year during which the Performance Period is completed in order to comply with the short-term deferral
rules under Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the foregoing, payment of a Performance Compensation
Award may be delayed, as permitted by Section 1.409A-2(b)(7)(i) of the Treasury Regulations, to the extent that the Company reasonably
anticipates that if such payment were made as scheduled, the Company’s tax deduction with respect to such payment would not be
permitted due to the application of Section 162(m) of the Code.


 


13. Changes
in Capital Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash, Ordinary
Shares, other securities or other property), recapitalization, share split, reverse share split, reorganization, merger, amalgamation,
consolidation, split-up, split-off, combination, repurchase or exchange of Ordinary Shares or other securities of the Company, issuance
of warrants or other rights to acquire Ordinary Shares or other securities of the Company, or other similar corporate transaction or
event (including, without limitation, a Change in Control) that affects the Ordinary Shares, or (b) unusual or nonrecurring events (including,
without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate,
or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer
quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion
to be necessary or appropriate, then the Committee shall make any such adjustments that are equitable, including without limitation any
or all of the following:


 


(i) adjusting
any or all of (A) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other property)
that may be delivered (or issued) in respect of Awards or with respect to which Awards may be granted under this Plan (including, without
limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding Award, including,
without limitation, (1) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other
property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with respect to
any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);


 






    16


     


    

 


(ii) providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, vesting of, or termination
of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and


 


(iii) subject
to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders thereof,
in cash, Ordinary Shares, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined
by the Committee (which if applicable may be based upon the price per Ordinary Share received or to be received by other shareholders
of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount
equal to the excess, if any, of the fair market value (as of a date specified by the Committee) of the Ordinary Shares subject to such
Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such
event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the fair market value of a Ordinary
Share subject thereto may be canceled and terminated without any payment or consideration therefor); provided, however,
that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement
of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make an equitable
or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under
this Section 13 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner that does not
adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice
of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


(iv)
In the event the Committee makes such adjustments in respect of any Award of Restricted Share Units, the Company shall inform the Trustee
of such adjustment as soon as practicable.


 


14. Effect
of Change in Control. Except to the extent otherwise provided in an Award agreement or as determined by the Committee in its sole
discretion, in the event of a Change in Control, notwithstanding any provision of this Plan to the contrary, with respect to all or any
portion of a particular outstanding Award or Awards:


 


(a) all
of the then outstanding Options and SARs may immediately vest and may become immediately exercisable as of a time prior to the Change
in Control; 


 


(b) the
Restricted Period may expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable Performance
Goals);


 


(c) Performance
Periods in effect on the date the Change in Control occurs may end on such date, and the Committee (i) shall determine the extent to
which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information
or other information then available as it deems relevant and (ii) may cause the Participant to receive partial or full payment of Awards
for each such Performance Period based upon the Committee’s determination of the degree of attainment of the Performance Goals,
or assuming that the applicable “target” levels of performance have been attained or on such other basis determined by the
Committee.


 


To
the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner
and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the
Ordinary Shares subject to their Awards. In the event no action is taken by the Committee to allow for the changes set forth in immediately
preceding clauses (a) through (d), then no changes to the Award shall be effected.


 






    17


     


    

 


15. Amendments
and Termination.


 


(a) Amendment and Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan
or any portion thereof at any time; provided, that (i) no amendment to the definition of Eligible Employee in Section 2,
Section 5(i), Section 12(c) or Section 15(b) (to the extent required by the proviso in such Section 15(b)) shall be made without shareholder
approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval
if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation,
as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Ordinary
Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and, provided, further,
that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights
of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior
written consent of the affected Participant, holder or beneficiary. 


 


(b) Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or
the associated Award agreement, prospectively or retroactively; provided, however that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant
with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; and, provided, further,
that without shareholder approval, except as otherwise permitted under Section 13 of this Plan, (i) no amendment or modification may
reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR
and replace it with a new Option or SAR, another Award or cash or take any action that would have the effect of treating such Award as
a new Award for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Ordinary
Shares are listed or quoted. 


 


16. General.


 


(a)
 Award Agreements. Each Award under this Plan shall be evidenced by an Award agreement, which shall be delivered to
the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third
party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including
without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of
such other events as may be determined by the Committee. The Company’s failure to specify any term of any Award in any particular
Award agreement shall not invalidate such term, provided such terms was duly adopted by the Board or the Committee.


 


(b) Nontransferability;
Trading Restrictions.


 


(i) Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by
the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that
the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve
the purposes of this Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for
the benefit of the Participant and his or her Immediate Family Members; or (C) a partnership or limited liability company whose only
partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved
either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement (each transferee
described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided,
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and
the Committee notifies the Participant in writing that such a transfer would comply with the requirements of this Plan.


 






    18


     


    

 


(iii) The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any
reference in this Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the Ordinary Shares to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or
the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Participant under this Plan or otherwise; and (D) the consequences of the termination of the Participant’s
employment by, or services to, the Company or an Affiliate under the terms of this Plan and the applicable Award agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in this Plan and the applicable Award agreement. 


 


(iv) The
Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes of Awards,
to condition the delivery of vested Ordinary Shares received in connection with such Award on the Participant’s agreement to such
restrictions as the Committee may determine. 


 


(c) Tax
Withholding.


 


(i) A
Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and is hereby
authorized to withhold, from any cash, Ordinary Shares, other securities or other property deliverable under any Award or from any compensation
or other amounts owing to a Participant, the amount (in cash, Ordinary Shares, other securities or other property) of any required withholding
taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take such other action
as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and
taxes.


 


(ii) Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or
in part, the foregoing withholding liability by (A) the delivery of Ordinary Shares (which are not subject to any pledge or other security
interest and are Mature Shares) owned by the Participant having a fair market value equal to such withholding liability or (B) having
the Company withhold from the number of Ordinary Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the
Award a number of shares with a fair market value equal to such withholding liability (but no more than the minimum required statutory
withholding liability).


 


(d) No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall
have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be selected for
a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the
same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly
situated. Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the
employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service
on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting
relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided in this Plan or any Award agreement.
By accepting an Award under this Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting
of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under this Plan
or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the
Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.


 






    19


     


    

 


(e) International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who
are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may in its sole
discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants in order to
conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company
or its Affiliates. 


 


(f) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this Plan upon his or her death. A Participant
may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a
new designation with the Committee. The last such designation filed with the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.
Upon the occurrence of a Participant’s divorce (as evidenced by a final order or decree of divorce), any spousal designation previously
given by such Participant shall automatically terminate. 


 


(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary
absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company
to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company
or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues
to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be
considered a termination of employment with the Company or an Affiliate.


 


(h) No
Rights as a Shareholder. Except as otherwise specifically provided in this Plan or any Award agreement, no person shall be entitled
to the privileges of ownership in respect of Ordinary Shares that are subject to Awards hereunder until such Ordinary Shares have been
issued to that person and that person is recorded in the register of members of the Company as the holder of such Ordinary Shares.


 


(i) Government
and Other Regulations.


 


(i) The
obligation of the Company to settle Awards in Ordinary Shares or other consideration shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award
to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell
or selling, any Ordinary Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions
of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act
any of the Ordinary Shares to be offered or sold under this Plan. The Committee shall have the authority to provide that all certificates
for Ordinary Shares or other securities of the Company or any Affiliate delivered under this Plan shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under this Plan, the applicable Award agreement, the federal securities
laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer
quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state, local
or non-U.S. laws, and, without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in this Plan to the contrary,
the Committee reserves the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion
deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction
the Award is subject. 


 






    20


     


    

 


(ii) The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Ordinary Shares from the public markets,
the Company’s issuance of Ordinary Shares to the Participant, the Participant’s acquisition of Ordinary Shares from the Company
and/or the Participant’s sale of Ordinary Shares to the public markets, illegal, impracticable or inadvisable. If the Committee
determines to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate Section 409A of the
Code, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair market value of the Ordinary Shares
subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have
been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively)
or any amount payable as a condition of delivery of Ordinary Shares (in the case of any other Award). Such amount shall be delivered
to the Participant as soon as practicable following the cancellation of such Award or portion thereof. The Committee shall have the discretion
to consider and take action to mitigate the tax consequence to the Participant in cancelling an Award in accordance with this clause.
In the event of such cancellation in respect of any Restricted Share Units, the Company shall inform the Trustee as soon as practicable.


  


(j) Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under this Plan
is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or
his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the
Company or the Trustee (in the case of a Participant who has been granted Restricted Share Units), be paid to his spouse, child, relative,
an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee,
the Company, the Trustee and Trust Holdco therefor.


 


(k) Nonexclusivity
of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of share options or other equity-based awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l) No
Trust or Fund Created. Subject to Section 4(g) and unless otherwise as determined by the Committee, neither this Plan nor any
Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. Subject to Section 4(g) and unless otherwise
as determined by the Committee, no provision of this Plan or any Award shall require the Company, for the purpose of satisfying any obligations
under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under this Plan other than as general
unsecured creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other employees under general law.


 


(m) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as
the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the
independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with this Plan by
any agent of the Company or the Committee or the Board, other than himself.


 


(n) Relationship
to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 


(o) Governing
Law. This Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving
effect to the conflict of laws provisions.


 






    21


     


    

 


(p) Severability.
If any provision of this Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most closely
reflects the original intent of the Award or this Plan, or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or deemed stricken as to
such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain in full force and effect.


 


(q) Obligations
Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or organization
resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company. 


 


(r) Code
Section 162(m) Approval. If so determined by the Committee, the provisions of this Plan regarding Performance Compensation Awards
shall be disclosed and reapproved by shareholders no later than the first shareholder meeting that occurs in the fifth year following
the year in which shareholders previously approved such provisions, in each case in order for certain Awards granted after such time
to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall affect the validity
of Awards granted after such time if such shareholder approval has not been obtained.


 


(s) Expenses;
Gender; Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in this Plan
are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings shall
control.


 


(t) Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Ordinary
Shares under an Award, that the Participant execute lock-up, shareholder or other agreements, as it may determine in its sole and absolute
discretion. 


 


(u) Section
409A. This Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements
of Section 409A of the Code. This Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a
manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B)
of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate
the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Section
409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under Section 1.409A-3(j)(4)
of the Treasury Regulations. If a Participant is a “specified employee” (within the meaning of Section 1.409A-1(i) of the
Treasury Regulations) at any time during the twelve (12)-month period ending on the date of his termination of employment, and any Award
hereunder subject to the requirements of Section 409A of the Code is to be satisfied on account of the Participant’s termination
of employment, satisfaction of such Award shall be suspended until the date that is six (6) months after the date of such termination
of employment.


 


(v) Payments. Participants
shall be required to pay, to the extent required by applicable law, any amounts required to receive Ordinary Shares under any Award made
under this Plan.


 


 


22