Exhibit 4.5


 


GasLOG
ltd.

2013 Omnibus incentive Compensation Plan


 


SECTION 1. Purpose. The purpose
of this GASLOG LTD. 2013 Omnibus Incentive Compensation Plan (the “Plan”)
is to promote the interests of GASLOG LTD. and its shareholders by (a) attracting and retaining exceptional directors, officers,
employees and consultants (including prospective directors, officers, employees and consultants) of the Company (as defined below)
and its Affiliates (as defined below) and (b) enabling such individuals to participate in the long-term growth and financial success
of the Company.


 


SECTION 2. Definitions. As
used herein, the following terms shall have the meanings set forth below:


 


“Affiliate” means (a) any entity
that, directly or indirectly, is controlled by the Company and/or (b) any entity in which the Company has a significant equity
interest, in either case as determined by the Committee.


 


“Award” means any award that
is permitted under Section 6 and granted under the Plan.


 


“Applicable Exchange” means the
New York Stock Exchange or any other national stock exchange or quotation system on which the Shares may be listed or quoted.


 


“Award Agreement” means any written
agreement, contract or other instrument or document evidencing any Award, which may (but need not) require execution or acknowledgment
by a Participant.


 


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


 


“Cash Incentive Award” means
an Award granted pursuant to Section 6(e) that is settled in cash and the value of which is set by the Committee and is not calculated
by reference to the Fair Market Value of a Share.


 


“Cause”, unless otherwise defined
in the applicable Award Agreement or in a written employment, services or other agreement between the Participant and the Company
or an Affiliate, means dishonesty, fraud, gross misconduct, unauthorized use or disclosure of confidential information or trade
secrets, or conduct prohibited by criminal law (except minor violations), in each case as determined by the Company’s Chief
Executive Officer or, in the case of directors and executive officers, the Committee, whose determination shall be conclusive and
binding.




    	 



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“Change of Control”, unless otherwise
defined in the applicable Award Agreement or in a written employment, services or other agreement between the Participant and the
Company or an Affiliate, means the occurrence of any of the following events:


 


(i) during any period of
24 consecutive calendar months, individuals who were directors of the Company on the first day of such period cease for any reason
to constitute a majority of the Board; or


 


(ii) the consummation of
an amalgamation, merger, consolidation, reorganization, statutory share exchange or similar form of corporate transaction involving
the Company or a sale of all or substantially all the assets of the Company.


 


“Code” means the Internal Revenue
Code of 1986, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.


 


“Committee” means the Compensation
Committee of the Board or a subcommittee thereof, or such other committee of the Board as may be designated by the Board to administer
the Plan.


 


“Company” means GASLOG LTD.,
a Bermuda exempted company incorporated under the laws of Bermuda, together with any successor thereto.


 


“Continuing Directors” means
Peter G. Livanos, Philip Radziwill, Bruce L. Blythe, Paul J. Collins, William M. Friedrich, Julian Metherell, Anthony S. Papadimitriou
and Robert D. Somerville (collectively, the “Sitting Directors”) and any individual who replaces any of the Sitting
Directors as a member of the Board and is endorsed by a majority of the Sitting Directors.


 


“Deferred RSU” means a restricted
stock unit Award that is granted under Section 6(d), is designated as such in the applicable Award Agreement, represents an unfunded
and unsecured promise to deliver Shares or cash in accordance with the terms of the applicable Award Agreement, is structured to
comply with Section 409A of the Code and specifies a date of settlement in a calendar year following March 15 of the calendar year
in which such Award vests or is no longer subject to a substantial risk of forfeiture within the meaning of Section 409A of the
Code.


 


“Competitor Company” means any
business competing wholly or partly with the activities of the Company in the geographical area where the activities of the Company
take place, determined as of a Participant’s Termination of Service.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.


 


“Exercise Price” means (a) in
the case of each Option, the price specified in the applicable Award Agreement as the price-per-Share at which Shares may be




    	 



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purchased pursuant to such Option (which in
any event must be in an amount that is at least equal to the par value of the Shares) or (b) in the case of each SAR, the price
specified in the applicable Award Agreement as the reference price-per-Share used to calculate the amount payable to the Participant
pursuant to such SAR.


 


“Fair Market Value” means, except
as otherwise provided in the applicable Award Agreement, (a) with respect to any property other than Shares, the fair market value
of such property determined by such methods or procedures as shall be established from time to time by the Committee and (b) with
respect to Shares, as of any date, (i) the closing per-share sales price of Shares as reported by the Applicable Exchange for such
stock exchange for such date or if there were no sales on such date, on the closest preceding date on which there were sales of
Shares or (ii) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as
determined in good faith by the Committee.


 


“Friendly Transaction” means
a Change of Control that is approved or supported by a majority of the Continuing Directors.


 


“Good Reason”, unless otherwise
defined in the applicable Award Agreement or in a written employment, services or other agreement between the Participant and the
Company or an Affiliate, means the Participant’s voluntary resignation following any of the following events or conditions
and the failure of the Company (or Successor Company, if applicable) to cure such event or condition within 30 days after receipt
of written notice from the Participant: (a) a change in the Participant’s position, which materially reduces the Participant’s
level of responsibility from the level as in effect on the date of grant of the applicable Award; (b) a reduction in the Participant’s
aggregate annual base salary and target bonus opportunity by more than 15% of such aggregate annual base salary and target bonus
opportunity in effect on the date of grant of the applicable Award; or (c) a relocation of the Participant’s place of employment
by more than 200 kilometers from such place of employment on the date of grant of the applicable Award; provided that such change,
reduction or relocation is effected without the Participant’s consent.


 


“Hostile Transaction” means a
Change of Control that does not constitute a Friendly Transaction.


 


“Option” means an option to purchase
Shares from the Company that is granted under Section 6(b).


 


“Participant” means any director,
officer, employee or Sea Staff (including any prospective director, officer, employee or Sea Staff) of the Company or its Affiliates
who is eligible for an Award under Section 5 and who is selected by the Committee to receive an Award under the Plan.


 




    	 



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“Permanent Disability” , unless
otherwise defined in the applicable Award Agreement or in a written employment, services or other agreement between the Participant
and the Company or an Affiliate, means the permanent total disablement of a Participant which entirely prevents the Participant
from attending to any business or occupation for which they are reasonably suited by training, education or experience and which
lasts twelve consecutive months and at the end of such twelve-month period is beyond hope of improvement.


 


“Plan” shall have the meaning
specified in Section 1.


 


“Redundancy”, unless otherwise
defined in the applicable Award Agreement or in a written employment, services or other agreement between the Participant and the
Company or an Affiliate, means a situation where the position of employment of an employee is or will become surplus to the requirements
of the Company or its Affiliates.


 


“Resignation”, unless otherwise
defined in the applicable Award Agreement or in a written employment, services or other agreement between the Participant and the
Company or an Affiliate, means a voluntary termination initiated by the Employee other than for Good Reason.


 


“Retirement”, unless otherwise
defined in an applicable Award Agreement or a written employment, services or other agreement between the Participant and the Company
or an Affiliate, means either (a) attaining the age of 65, or (b) each of the Company and the Participant agreeing to early retirement
no earlier than the age of 60 with a combination of age and years of service that equates to at least 65.


 


“RSU” means a restricted stock
unit Award that is granted under Section 6(d) and is designated as such in the applicable Award Agreement and that represents an
unfunded and unsecured promise to deliver Shares or cash in accordance with the terms of the applicable Award Agreement.


 


“SAR” means a stock appreciation
right Award that is granted under Section 6(c) and that represents an unfunded and unsecured promise to deliver Shares or cash
equal in value to the excess, if any, of the Fair Market Value per Share over the Exercise Price per Share of the SAR, subject
to the terms of the applicable Award Agreement.


 


“Sea Staff” means a person who
is included in the Company’s active pool of seafarers (sea staff roster), whether currently on duty or on shore leave.


 


“SEC” means the Securities and
Exchange Commission or any successor thereto and shall include the staff thereof.


 


“Shares” means shares of the
Company, $0.01 par value, or such other securities of the Company (a) into which such shares shall be changed by reason of a recapitalization,
amalgamation, merger, consolidation, split-up, combination, exchange of




    	 



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shares or other similar transaction or (b)
as may be determined by the Committee pursuant to Section 4(b).


 


“Subsidiary” means any entity
in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the total combined voting power of all classes
of its stock.


 


“Successor Company” means the
surviving company, the successor company or the parent company, as applicable, in connection with a Change of Control.


 


“Termination of Service” means
a termination of employment or service relationship with the Company or an Affiliate for any reason, whether voluntary or involuntary,
including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service
for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s Chief Executive
Officer or, in the case of directors and executive officers, the Committee, whose determination shall be conclusive and binding.
Transfer of a Participant’s employment or service relationship between the Company and any Affiliate shall not be considered
a Termination of Service for purposes of an Award. Unless the Committee determines otherwise, a Termination of Service shall be
deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be an Affiliate.


 


SECTION 3. Administration. (a)
Composition of the Committee. The Plan shall be administered by the Committee, which shall be composed of one or more directors,
as determined by the Board.


 


(b) Authority of the Committee. Subject to the terms of the Plan and applicable law, and in addition to the other express powers and authorizations conferred
on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority
to (i) designate Participants, (ii) determine the type or types of Awards to be granted to a Participant, (iii) determine the number
of 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 Awards, (v) determine the vesting schedules of Awards (vi) determine whether,
to what extent and under what circumstances Awards may be settled or exercised in cash or Shares or canceled, forfeited or suspended
and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended, (vii) determine whether,
to what extent and under what circumstances cash or Shares payable with respect to an Award shall be deferred either automatically
or at the election of the holder thereof or of the Committee, (viii) interpret, administer, reconcile any inconsistency in, correct
any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award made under, the Plan,
(ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan, (x) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards,
(xi) amend an outstanding Award or grant a replacement Award for an Award previously granted under the Plan if, in its sole discretion,
the




    	 



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Committee determines that (A) the tax
consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the
date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations
permit Awards to be granted that have more favorable tax consequences than initially anticipated and (xii) make any other
determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c) Committee Decisions. Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect
to the Plan or any Award shall be within the sole and plenary discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award and any shareholder.


 


(d) Indemnification. No member
of the Board, the Committee or any employee of the Company (each such person, a “Covered Person”) shall be liable for
any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered
Person shall be indemnified and held harmless by the Company from and against (i) any loss, cost, liability or expense (including
attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action,
suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person,
with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any
such action, suit or proceeding against such Covered 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 a Covered Person to the extent that a court of competent jurisdiction in a final judgment
or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered
Person giving rise to the indemnification claim resulted from such Covered 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 bye-laws, in each
case, as may be amended from time to time. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under the Company’s bye-laws, as a matter of law, or otherwise,
or any other power that the Company may have to indemnify such persons or hold them harmless.


 


(e) Delegation of Authority to
Senior Officers. The Committee may delegate, on such terms and conditions as it determines in its sole and plenary discretion,
to one or more senior officers of the Company the authority to make grants of Awards to officers (other than executive officers
of the Company) and employees of the Company and its Affiliates (including any prospective officer (other than any such officer
who is




    	 



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expected to be an executive officer
of the Company) or employee) and all necessary and appropriate decisions and determinations with respect thereto.


 


(f) Awards to Non-Employee Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole and plenary discretion, at any time and
from time to time, grant Awards to non-employee Directors or administer the Plan with respect to such Awards. In any such case,
the Board shall have all the authority and responsibility granted to the Committee herein.


 


SECTION 4. Shares Available for
Awards; Cash Payable Pursuant to Awards. (a) Shares and Cash Available. (i) Subject to adjustment as provided in Section
4(b), the maximum aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan, shall be equal to
3,143,158 (the “Plan Share Limit”).


 


(ii)
Upon exercise of a share-settled SAR, the Plan Share Limit shall be reduced by the actual number of Shares delivered
upon settlement of such share-settled SAR. Awards that are required to be settled in cash will not reduce the Plan Share Limit.


 


(iii)
If any Award granted under the Plan is (A) forfeited, or otherwise expires, terminates or is canceled without the delivery
of all Shares subject thereto, or (B) is settled other than wholly by delivery of Shares (including cash settlement), then, in
the case of clauses (A) and (B), the number of Shares subject to such Award that were not issued with respect to such Award will
not be treated as issued for purposes of reducing the Plan Share Limit. If Shares issued upon exercise, vesting or settlement of
an Award are, or Shares owned by a Participant are, surrendered or tendered to the Company in payment of the Exercise Price of
an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions
of the Plan and any applicable Award Agreement, such surrendered or tendered Shares shall again become available to be delivered
pursuant to Awards under the Plan.


 


(b) Adjustments for Changes in
Capitalization and Similar Events. (i) In the event of any extraordinary dividend or other extraordinary distribution (whether
in the form of cash, Shares, other securities or other property), recapitalization, rights offering, share split, reverse share
split, issuance of bonus shares, split-up or spin-off, the Committee shall equitably adjust any or all of (A) the number of Shares
or other securities of the Company with respect to which Awards may be granted, including the Plan Share Limit, and (B) the terms
of any outstanding Award, including (1) the number of Shares or other securities of the Company subject to outstanding Awards or
to which outstanding Awards relate and (2) the Exercise Price, if applicable, with respect to any Award; provided, however,
that the Committee shall determine the method and manner in which to effect such equitable adjustment.


 


(ii) In the event that the
Committee determines that any reorganization, amalgamation, merger, consolidation, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to




    	 



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purchase Shares or other securities
of the Company, or other similar corporate transaction or event affects the Shares (including any Change of Control) such that
an adjustment is determined by the Committee in its discretion to be appropriate or desirable, then the Committee may (A) in such
manner as it may deem appropriate or desirable, equitably adjust any or all of (1) the number of Shares or other securities of
the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including the Plan
Share Limit, and (2) the terms of any outstanding Award, including (X) the number of Shares or other securities of the Company
(or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (Y)
the Exercise Price, if applicable, with respect to any Award, (B) if deemed appropriate or desirable by the Committee, make provision
for a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the
case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancelation of
such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee)
of the Shares subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (C) if deemed appropriate
or desirable by the Committee, cancel and terminate any Option or SAR having a per-Share Exercise Price equal to, or in excess
of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.


 


(c) Sources of Shares Deliverable
Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares
or of treasury shares.


 


SECTION 5. Eligibility. Any
director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company
or any of its Affiliates shall be eligible to be designated a Participant.


 


SECTION 6. Awards. (a) Types
of Awards. Awards may be made under the Plan in the form of (i) Options, (ii) SARs, (iii) RSUs, (iv) Deferred RSUs, (v) Cash
Incentive Awards and (vi) other equity based or equity related Awards that the Committee determines are consistent with the purpose
of the Plan and the interests of the Company. Awards may be granted in tandem with other Awards.


 


(b) Options. (i) Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants
to whom Options shall be granted, (B) subject to Section 4(a), the number of Shares subject to each Option to be granted to each
Participant, and (C) the terms and conditions of each Option, including the vesting criteria, term, methods of exercise and methods
and form of settlement.


 


(ii) Exercise Price. The
Exercise Price of each Share covered by each Option shall be not less than 100% of the Fair Market Value of such Share (determined
as of the date the Option is granted).




    	 



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(iii) Vesting and
Exercise. Each Option shall be vested and exercisable at such times, in such manner and subject to such terms and
conditions as the Committee may, in its sole and plenary discretion, specify in the applicable Award Agreement or thereafter.
Except as otherwise specified by the Committee in the applicable Award Agreement, each Option may only be exercised to the
extent that it has already vested at the time of exercise. Except as otherwise specified by the Committee in the applicable
Award Agreement, each Option shall become vested and exercisable with respect to one-third of the Shares subject to such
Option on each of the first three anniversaries of the date of grant. Each Option shall be deemed to be exercised when
written or electronic notice of such exercise has been given to the Company in accordance with the terms of the Award by the
person entitled to exercise the Award and full payment pursuant to Section 6(b)(v) for the Shares with respect to which the
Award is exercised has been received by the Company. Exercise of each Option in any manner shall result in a decrease in the
number of Shares that thereafter may be available for sale under the Option and, except as expressly set forth in Section
4(a), in the number of Shares that may be available for purposes of the Plan, by the number of Shares as to which the Option
is exercised. The Committee may impose such conditions with respect to the exercise of each Option, including any conditions
relating to the application of Federal, state or foreign securities laws, as it may deem necessary or advisable.


 


(iv) Treatment Upon Termination
of Service. Any portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of
Service shall vest and be exercisable according to the following terms and conditions, which may be waived or modified by the Committee
at any time:


 


(A) If the Participant’s Termination
of Service occurs by reason of Retirement, all Options granted to the Participant shall continue to vest and be exercisable in
accordance with the normal schedule applicable to such Options and the terms and conditions set forth in the applicable Award Agreement
or as otherwise determined by the Committee.


 


(B) If the Participant’s Termination
of Service occurs by reason of death, all Options granted to the Participant shall immediately vest and be exercisable as of the
date of such Termination of Service and unexercised options shall expire on the first anniversary of the Participant’s death,
unless otherwise set forth in the applicable Award Agreement or determined by the Committee.


 


(C) If the Participant’s Termination
of Service occurs by reason of Permanent Disability, all Options granted to that Participant shall immediately vest and become
exercisable as of the date of such Termination of Service and remain outstanding and exercisable in accordance with the normal
schedule applicable to such Options and the terms and conditions set forth in the applicable Award Agreement or as otherwise determined
by the Committee.




    	 



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(D) If the Participant’s Termination
of Service occurs for Cause, all Options (whether vested or unvested) granted to the Participant shall automatically expire, without
any payment, upon first notification to the Participant of such Termination of Service, unless the Committee determines otherwise.
If a Participant’s employment relationship with the Company is suspended pending an investigation of whether the Participant
shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period
of investigation. If any facts that would constitute termination for Cause are discovered after a Participant’s Termination
of Service for any reason other than for Cause, any Option then held by the Participant may be immediately terminated by the Committee,
in its sole discretion.


 


(E) If the Participant’s Termination
of Service occurs for any reason other than Retirement, death, Permanent Disability, Cause or Resignation (including by reason
of Redundancy) or for Good Reason, subject to Section 8 of the Plan, all Options granted to the Participant that, pursuant to the
terms and conditions of the applicable Award Agreement, are scheduled to vest on or prior to December 31 of the year following
the calendar year in which such Termination of Service occurred had such Participant continued to provide services to the Company
or an Affiliate until such date shall continue to vest and be exercisable in accordance with the normal schedule applicable to
such Options, and Options that are scheduled to vest and come exercisable after December 31 of the year following the calendar
year in which such Termination of Service occurred will automatically expire, without any payment, as of the date of such Termination
of Service. Any Options that do not automatically expire and terminate upon a Termination of Service pursuant to this Section 6(b)(iv)(E)
shall remain outstanding and exercisable in accordance with the normal schedule applicable to such Options and the terms and conditions
set forth in the applicable Award Agreement or as otherwise determined by the Committee.


 


(F) If the Participant’s Termination
of Service occurs by reason of Resignation, all unvested Options granted to the Participant shall automatically expire, without
any payment, upon first notification to the Company of such Termination of Service, and vested unexercised Options shall expire
on the six-month anniversary of such notification, unless the Committee determines otherwise. If such Participant becomes a director,
officer or employee of a Competitor Company prior to the lapsing of such six-month period, vested and unexercised Options will
automatically expire upon the Participant’s association with the Competitor Company.


 


(v)  Payment. (A)
No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate Exercise Price therefor
is received by the Company, and the Participant has paid to the Company (or the Company has withheld in accordance with Section
9(d)) an amount equal to any Federal, state, local and foreign income and employment taxes required to be withheld. Such payments
may be made in cash (or its equivalent) or, in the Committee’s sole and plenary discretion, (1) by exchanging Shares owned
by the Participant (which are not the subject of any pledge or other security interest), (2) if there shall be a public market
for the Shares at such time, subject to such rules as may be established by the Committee, through delivery of irrevocable




    	 



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instructions to a broker to
sell the Shares otherwise deliverable upon the exercise of the Option and to deliver cash promptly to the Company, (3) by having
the Company withhold Shares from the Shares otherwise issuable pursuant to the exercise of the Option or (4) through any other
method (or combination of methods) as approved by the Committee; provided that the combined value of all cash and cash equivalents
and the Fair Market Value of any such Shares so tendered to the Company, together with any Shares withheld by the Company in accordance
with this Section 6(b)(v) or Section 9(d), as of the date of such tender, is at least equal to such aggregate Exercise Price and
the amount of any Federal, state, local or foreign income or employment taxes required to be withheld, if applicable.


 


(B) Wherever in the Plan or any Award
Agreement a Participant is permitted to pay the Exercise Price of an Option or taxes relating to the exercise of an Option by delivering
Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting
proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment
and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.


 


(vi) Expiration. Except
as otherwise set forth in the applicable Award Agreement and Section 6(b)(iv), each Option shall expire immediately, without any
payment, upon the tenth anniversary of the date the Option is granted.


 


(c) SARs. (i) Grant. Subject
to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants to whom SARs
shall be granted, (B) subject to Section 4(a), the number of SARs to be granted to each Participant, (C) the Exercise Price thereof
and (D) the terms and conditions of each SAR, including the vesting criteria, term, methods of exercise and methods and form of
settlement.


 


(ii) Exercise Price. The
Exercise Price of each Share covered by a SAR shall be not less than 100% of the Fair Market Value of such Share (determined as
of the date the SAR is granted).


 


(iii) Vesting and Exercise. Each SAR shall entitle the Participant to receive an amount upon exercise equal to the excess, if any, of the Fair Market Value
of a Share on the date of exercise of the SAR over the Exercise Price thereof. The Committee shall determine, in its sole and plenary
discretion, whether a SAR shall be settled in cash or Shares. Each SAR shall be vested and exercisable at such time, in such manner
and subject to such terms and conditions as the Committee may, in its discretion, specify in the applicable Award Agreement or
thereafter. Except as otherwise specified by the Committee in the applicable Award Agreement, each SAR shall become vested with
respect to one-third of the Shares subject to such SAR on each of the first three anniversaries of the date of grant.




    	 



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(iv) Treatment Upon Termination
of Service. Unless otherwise provided in the applicable Award Agreement, the provisions of Section 6(b)(iv) shall apply, mutatis
mutandis, to the vesting and right of a Participant to exercise a SAR after the Participant’s Termination of Service.


 


(v) Expiration. Except
as otherwise set forth in the applicable Award Agreement and Section 6(b)(iv), each SAR shall expire immediately, without any payment,
on the tenth anniversary of the date the SAR is granted.


 


(d) RSUs and Deferred RSUs. (i)
Grant. Subject to the provisions of the Plan, the Committee shall have sole and plenary authority to determine (A) the Participants
to whom RSUs and Deferred RSUs shall be granted, (B) subject to Section 4(a), the number of RSUs and Deferred RSUs to be granted
to each Participant, (C) the duration of the period during which, and the conditions, if any, under which, the RSUs and Deferred
RSUs may vest or may be forfeited to the Company and (D) the terms and conditions of each such Award, including the vesting criteria,
term and methods and form and timing of settlement.


 


(ii) Transfer Restrictions. RSUs and Deferred RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided in the Plan
or as may be provided in the applicable Award Agreement.


 


(iii) Payment/Lapse of
Restrictions. Each RSU and Deferred RSU shall be granted with respect to a specified number of Shares (or a number of Shares
determined pursuant to a specified formula) or shall have a value equal to the Fair Market Value of a specified number of Shares
(or a number of Shares determined pursuant to a specified formula). RSUs and Deferred RSUs shall be paid in cash or Shares as determined
in the sole and plenary discretion of the Committee, upon the lapse of time restrictions applicable thereto, or otherwise in accordance
with the applicable Award Agreement. Except as otherwise specified by the Committee in the applicable Award Agreement, each RSU
shall become vested on the third anniversary of the date of grant and each Deferred RSU shall immediately vest on the date of grant.


 


(iv) Treatment Upon Termination
of Service. Unless otherwise provided in the applicable Award Agreement, the provisions of Section 6(b)(iv) shall apply, mutatis mutandis, to the vesting and settlement of RSUs and Deferred RSUs after the Participant’s Termination of Service.


 


(e) Cash Incentive Awards. Subject
to the provisions of the Plan, the Committee, in its sole and plenary discretion, shall have the authority to determine (A) the
Participants to whom Cash Incentive Awards shall be granted, (B) the amount of Cash Incentive Awards to be granted to each Participant,
(C) the duration of the period during which, and the conditions, if any, under which, the Cash Incentive Awards may vest or may
be forfeited to the Company and (D) the other terms and conditions of each Cash Incentive Award. Each Cash Incentive Award shall
have an initial value that is established by the Committee at the time of grant.




    	 



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(f) Other Shares-Based Awards. Subject to the provisions of the Plan, the Committee shall have the sole and plenary authority to grant to Participants other
equity-based or equity-related Awards (including fully vested Shares) (whether payable in cash, equity or otherwise) in such amounts
and subject to such terms and conditions as the Committee shall determine.


 


(g) Dividends and Dividend
Equivalents. In the sole and plenary discretion of the Committee, an Award, other than an Option, SAR or Cash Incentive
Award, may provide the Participant with dividends or dividend equivalents, payable in cash or Shares on a current or deferred
basis, on such terms and conditions as may be determined by the Committee in its sole and plenary discretion, including (i)
payment directly to the Participant, (ii) withholding of such amounts by the Company subject to vesting of the Award or (iii)
reinvestment in additional Shares or other Awards.


 


SECTION 7. Amendment and Termination. (a) Amendments to the Plan. Subject to any applicable law or government regulation and the rules of the Applicable Exchange,
the Plan may be amended, modified or terminated by the Board without the approval of the shareholders of the Company. No amendment,
modification or termination of the Plan may, without the consent of the Participant to whom any Award shall theretofor have been
granted, materially and adversely affect the rights of such Participant (or his or her transferee) under such Award, unless otherwise
provided by the Committee in the applicable Award Agreement.


 


(b) Amendments to Awards. The
Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any
Award theretofor granted, prospectively or retroactively; provided, however, that, except as set forth in the Plan,
unless otherwise provided by the Committee in the applicable Award Agreement, any such waiver, amendment, alteration, suspension,
discontinuance, cancelation or termination that would materially and adversely impair the rights of any Participant or any holder
or beneficiary of any Award theretofor granted shall not to that extent be effective without the consent of the applicable Participant,
holder or beneficiary.


 


(c) Adjustment of Awards Upon the
Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described
in Section 4(b) or the occurrence of a Change of Control) affecting the Company, any Affiliate, or the financial statements of
the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental
body or securities exchange, accounting principles or law (i) whenever the Committee, in its sole and plenary discretion, determines
that such adjustments are appropriate or desirable, including providing for a substitution or assumption of Awards, accelerating
the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior
to the occurrence of such event, (ii) if deemed appropriate or desirable by the Committee, in its sole and plenary discretion,
by providing for a cash payment to the holder of an Award in consideration for the cancelation of such Award, including, in the




    	 



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case of an outstanding Option or SAR,
a cash payment to the holder of such Option or SAR in consideration for the cancelation of such Option or SAR in an amount equal
to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject to such Option
or SAR over the aggregate Exercise Price of such Option or SAR and (iii) if deemed appropriate or desirable by the Committee, in
its sole and plenary discretion, by canceling and terminating any Option or SAR having a per-Share Exercise Price equal to, or
in excess of, the Fair Market Value of a Share subject to such Option or SAR without any payment or consideration therefor.


 


SECTION 8. Change of Control. Subject
to any actions taken by the Committee in accordance with Section 7 (including, for the avoidance of doubt, any waiver or acceleration
of vesting), the treatment of an Award in the event of a Change of Control after the date of adoption of the Plan shall be specified
in the applicable Award Agreement or, if the treatment of an Award in the event of a Change of Control is not specified in the
applicable Award Agreement, then such Award shall automatically be deemed exercisable or otherwise vested and shall be paid out,
as the case may be, (a) upon the consummation of a Hostile Transaction or (b) upon the applicable holder’s Termination of
Service by the Company (or one of its Affiliates) for any reason other than death, Permanent Disability or Cause within two years
following the consummation of a Friendly Transaction.


 


SECTION 9. General Provisions. (a) Nontransferability. Except as otherwise specified in the applicable Award Agreement, during the Participant’s
lifetime each Award (and any rights and obligations thereunder) shall be exercisable only by the Participant, or, if permissible
under applicable law, by the Participant’s legal guardian or representative, and no Award (or any rights and obligations
thereunder) may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise
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 any Affiliate; provided that, (i) the designation
of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance and (ii) the
Board or the Committee may permit further transferability, on a general or specific basis, and may impose conditions and limitations
on any permitted transferability. All terms and conditions of the Plan and all Award Agreements shall be binding upon any permitted
successors and assigns.


 


(b) No Rights to Awards. No
Participant or other Person shall have any claim to be granted any Award, and 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.


 


(c) Share Certificates. All
certificates for Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under
the Plan, the applicable Award Agreement or the




    	 



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rules, regulations and other requirements
of the SEC, the Applicable Exchange and any applicable Federal, state or foreign laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any other provision
of the Plan, unless otherwise determined by the Committee or required by any applicable law, the Company shall not deliver to any
Participant certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the
register of members of the Company (or, as applicable, its transfer agent or shares plan administrator).


 


(d) Withholding. (i) Authority
to Withhold. A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have
the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the
Plan or from any compensation or other amount owing to a Participant, the amount (in cash, Shares (by way of tendering of relevant
Shares to the Company for repurchase), other securities, or other Awards) of any applicable withholding taxes in respect of an
Award, its exercise or any payment or transfer under an Award or under the 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 taxes.


 


(ii) Alternative Ways
to Satisfy Withholding Liability. Without limiting the generality of Section 9(d)(i), subject to the Committee’s discretion,
a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant
(which are not subject to any pledge or other security interest) having a Fair Market Value equal to such withholding liability
or by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option or SAR, or
the lapse of the restrictions on any other Award (in the case of SARs and other Awards, if such SARs and other Awards are settled
in Shares), a number of Shares having a Fair Market Value equal to such withholding liability.


 


(e) Sections 409A and 457A. (i)
It is intended that the provisions of the Plan comply with Sections 409A and 457A of the Code, and all provisions of the Plan shall
be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A and
457A of the Code.


 


(ii) No Participant or the
creditors or beneficiaries of a Participant shall have the right to subject any deferred compensation (within the meaning of Section
409A of the Code) payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment
or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A
of the Code) payable to any Participant or for the benefit of any Participant under the Plan may not be reduced by, or offset against,
any amount owing by any such Participant to the Company or any of its Affiliates.




    	 



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(iii) If, at the time of
a Participant’s separation from service (within the meaning of Section 409A of the Code), (A) such Participant shall be a
specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company
from time to time) and (B) the Company shall make a good faith determination that an amount payable pursuant to an Award constitutes
deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant
to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the
Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first
business day after such six-month period. Such amount shall be paid without interest, unless otherwise determined by the Committee,
in its discretion, or as otherwise provided in any applicable employment agreement between the Company and the relevant Participant.


 


(iv)
Notwithstanding any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application
of Sections 409A and 457A of the Code, the Company reserves the right to make amendments to any Award as the Company deems necessary
or desirable to avoid the imposition of taxes or penalties under Section 409A or 457A of the Code. In any case, a Participant shall
be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for
such Participant’s account in connection with an Award (including any taxes and penalties under Section 409A or 457A of the
Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold such Participant
harmless from any or all of such taxes or penalties.


 


(f) Award Agreements. Each
Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms
and conditions of the Award and any rules applicable thereto.


 


(g) No Limit on Other Compensation
Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant of options, restricted shares, shares, other types
of equity-based awards (subject to shareholder approval if such approval is required) and cash incentive awards, and such arrangements
may be either generally applicable or applicable only in specific cases.


 


(h) No Right to Employment. The
grant of an Award shall not be construed as giving a Participant the right to be retained as a director, officer, employee or consultant
of or to the Company or any Affiliate, nor shall it be construed as giving a Participant any rights to continued service on the
Board. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any directorship
or service relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Award Agreement.




    	 



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(i) No Rights as Shareholder. No
Participant or holder or beneficiary of any Award shall have any rights as a shareholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares. Except as otherwise provided in Section 4(b), Section 7(c)
or the applicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether in cash or Shares),
or other events relating to, Shares subject to an Award for which the record date is prior to the date such Shares are delivered.


 


(j) Governing Law. The validity,
construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined
in accordance with the laws of Bermuda, without giving effect to the conflict of laws provisions thereof.


 


(k) Severability. If any provision
of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person
or Award, or would disqualify the 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, or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.


 


(l) Other Laws; Restrictions on
Transfer of Shares. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting
in its sole and plenary discretion, it determines that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation, and any payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company,
and no such offer shall be outstanding, unless and until the Committee in its sole and plenary discretion has determined that any
such offer, if made, would be in compliance with all applicable requirements of the U.S. Federal and any other applicable securities
laws.


 


(m) No Trust or Fund Created. Neither
the 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 one hand, and a Participant or any other Person, on the other. To the extent that any
Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of the Company or such Affiliate.


 


(n) Recoupment of Awards. Unless
otherwise provided in an applicable Award Agreement, each Award (or portion thereof) shall be subject to recoupment (including
by forfeiture or reduction) by the Company in accordance with the Company’s policy on recoupment of Awards, as in effect
from time to time, including if the




    	 



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Company’s financial statements
are required to be restated due to noncompliance with any financial reporting requirement under the Federal securities laws or
if the Company’s Health, Safety & Environmental and/or Corporate Social Responsibility performance falls below a certain
standard. This Section 9(n) shall not be the Company’s exclusive remedy with respect to such matters.


 


(o) Minimum Equity Holding Requirement. Unless otherwise provided in an applicable Award Agreement, each Participant shall be subject to the Company’s policy
regarding minimum equity holding requirements, as in effect from time to time, which requires the Participant to own a multiple
of the Participant’s annual base salary, determined by leadership level, in Shares.


 


(p) No Fractional Shares. No
fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash,
other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(q) Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
Whenever the words “include”, “includes” or “including” are used in the Plan, they shall be
deemed to be followed by the words “but not limited to”.


 


SECTION 10. Term of the Plan. (a)
Effective Date. The Plan shall be effective as of the date of its adoption by the Board.


 


(b) Expiration Date. No Award
shall be granted under the Plan after the tenth anniversary of the date the Plan is adopted by the Board. Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted hereunder, and the authority of the Board or the Committee
to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award,
shall nevertheless continue thereafter.