2011 NDS Share Incentive Plan



 Exhibit 10.1 
 NDS GROUP HOLDINGS LIMITED 2011 SHARE INCENTIVE PLAN 
 Section 1. Purpose of Plan.

 The name of the Plan is the NDS Group Holdings Limited 2011 Omnibus Equity Incentive Plan (the “Plan”).
The purposes of the Plan are to provide an additional incentive to selected management employees, directors, independent contractors and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the
growth and success of the Company’s business, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain
competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company. To accomplish such purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares, Other Share-Based Awards, Cash Awards or any combination of the foregoing. 
 Section 2.
Definitions. 
 For purposes of the Plan, the following terms shall be defined as set forth below: 

(a) “Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in
accordance with Section 3 hereof. 
 (b) “Affiliate” means a Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such periods as the requisite ownership
or control relationship is maintained. 
 (c) “Award” means any Option, Share Appreciation Right, Restricted
Share, Deferred Share, Performance Share, Other Share-Based Awards, or Cash Award granted under the Plan. 
 (d) “Award
Agreement” means any written agreement, contract or other instrument or document evidencing an Award. 
 (e)
“Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act. 

(f) “Board” means the Board of Directors of the Company. 

(g) “Bye-laws” mean the bye-laws of the Company, as may be amended from time to time. 

  
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 (h) “Cash Award” means cash awarded under Section 11 of the Plan,
including cash awarded under Section 11 of the Plan as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan. 
 (i) “Cause” shall have the meaning set forth in the employment agreement between the Participant and the Company, provided that if no such employment agreement or definition exists, then
“Cause” shall mean (i) a failure of the Participant to substantially perform his or her duties (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence;
(iii) a material breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any Affiliate; (iv) the plea of guilty or nolo contendere by the Participant to (or conviction of the
Participant for the commission of) any felony or any other serious crime involving moral turpitude; or (v) a material breach of the Company’s written policies or procedures. 

(j) “Change in Capitalization” means any (1) merger, amalgamation, consolidation, reclassification,
recapitalization, spin-off, spin-out, purchase for cancellation or other reorganization or corporate transaction or event, (2) dividend (whether in the form of cash, Common Shares or other property), share subdivision or consolidation,
(3) combination or exchange of shares, (4) other change in corporate structure or (5) declaration of a special dividend (including a cash dividend) or other distribution, which, in any such case, the Administrator determines, in its
sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate. 
 (k)
“Change in Control” shall have the meaning set forth in the employment agreement between the Participant and the Company, provided that if no such employment agreement or definition exists, then “Change in Control” shall
be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred: 
 (1) any Person
other than any NDS Transferee is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired directly from the Company or any
Affiliate thereof) representing 50% or more of the combined voting power of the Company’s then outstanding securities (other than in connection with a transaction described in (k)(3) which shall be exclusively analyzed under (k)(3); or

 (2) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the
Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent
solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or 

  
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 (3) there is consummated a merger, amalgamation or consolidation of the Company or any
Subsidiary thereof with any other corporation if the shareholders of the Company, immediately before such merger, amalgamation or consolidation, do not, as a result of such merger, amalgamation, or consolidation, own, directly or indirectly, more
than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Company, or any successor of the Company resulting from such merger, amalgamation, or consolidation, in substantially the same proportion as
their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger, amalgamation or consolidation; or 
 (4) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the
voting securities of which are owned by shareholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition
of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are
sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof. 
 For each Award that constitutes deferred compensation under
Section 409A of the Code, to the extent required to avoid additional tax or other penalty, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of
the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code. 
 Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which
the holders of Common Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions. 
 (l) “Code” means the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto. 
 (m) “Committee” means any committee or subcommittee the
Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of an “outside director” within the meaning of
Section 162(m) of the Code, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common Shares are traded. If
at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the Memorandum of Association


  
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 or Bye-laws of the Company, any action of the Committee with respect to the administration of the Plan shall
be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s members. 
 (n) “Common Shares” means the common shares, par value $0.0001 per share, of the Company. 
 (o) “Company” means NDS Group Holdings Limited, a Bermuda company (or any successor company, except as the term “Company” is used in the definition of “Change in
Control” above). 
 (p) “Deferred Shares” means the right granted pursuant to Section 9 hereof to
receive Shares at the end of a specified deferral period or periods and/or upon attainment of specified performance objectives. 

(q) “Disability” shall have the meaning set forth in the employment agreement between the Participant and the Company,
provided that if no such employment agreement or definition exists, then “Disability” shall mean, with respect to any Participant, that such Participant (i) as determined by the Administrator in its sole discretion, is unable to
engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or
(ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof. 
 (r) “Effective Date” means the earlier of (a) the effectiveness of the Company’s registration statement on Form F-1 filed with the U.S. Securities and Exchange Commissions on
[     ], as amended, and (b) the Common Shares being listed or approved for listing upon notice of issuance of the New York Stock Exchange. 
 (s) “Eligible Recipient” means an employee, director, independent contractor or consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant
by the Administrator; provided, however, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, an Eligible Recipient of an Option or a Share Appreciation Right means an employee,
director, independent contractor or consultant of the Company or any Subsidiary of the Company who has been selected as an eligible participant by the Administrator. 
 (t) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
 (u) “Exercise Price” means, with respect to any Award under which the holder may purchase Shares, the per share price at which a holder of such Award granted hereunder may purchase Shares
upon exercise of such Award, which in any event will not be (i) less than one hundred percent (100%) of the Fair Market Value of the Common Shares on the date of grant or (ii) less than the par value per Share. 

  
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 (v) “Fair Market Value” as of a particular date shall mean the fair market
value of a Common Share as determined by the Administrator in its sole discretion; provided, however, that (i) if the Common Shares are admitted to trading on a national securities exchange, the fair market value of a Common Share
on any date shall be the closing sale price reported for such share on such exchange on such date or, if no sale was reported on such date, on the last day preceding such date on which a sale was reported, (ii) if the Common Shares are admitted
to quotation on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) system or other comparable quotation system and has been designated as a National Market System (“NMS”) security, the
fair market value of a Common Share on any date shall be the closing sale price reported for such share on such system on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, or
(iii) if the Common Shares are admitted to quotation on NASDAQ but has not been designated as an NMS security, the fair market value of a Common Share on any date shall be the average of the highest bid and lowest asked prices of such share on
such system on such date or, if both bid and ask prices were not reported on such date, on the last date preceding such date on which both bid and ask prices were reported. 
 (w) “ISO” means an Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. 

(x) “NDS Transferee” means (i) any Affiliate (a “NDS Affiliate”) of the Company or (ii) any
managing director, general partner, director, limited partner, officer or employee of any NDS Affiliate. 
 (y)
“Nonqualified Stock Option” shall mean an Option that is not designated as an ISO. 
 (z)
“Option” means an option to purchase Common Shares granted pursuant to Section 7 hereof. The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.” 

(aa) “Other Share-Based Award” means a right or other interest granted pursuant to Section 10 hereof that may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares, including, but not limited to, unrestricted Shares, restricted share units, dividend equivalents or performance units, each of
which may be subject to the attainment of Performance Goals or a period of continued employment or other terms or conditions as permitted under the Plan. 
 (bb) “Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 below, to receive grants of
Options, Share Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares, Other Share-Based Awards, Cash Awards or any combination of the foregoing, and, upon his or her death, his or her successors, heirs, executors and
administrators, as the case may be. Participant shall also include any Permitted Transferees. 

  
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 (cc) “Performance Goals” means performance goals based on one or more of
the following criteria: (i) earnings, including one or more of operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special
items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per Share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue
growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) share price appreciation; (x) cash flow, free
cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative earnings
per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified
market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and
similar transactions, and budget comparisons; (xvi) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term
business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing. Where applicable, the
Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or Affiliate
thereof, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The
Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level
of performance above which no additional payment shall be made (or at which full vesting shall occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to
certification by the Committee; provided, that, (i) for Awards not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall have the discretion to amend or revise the
Performance Goals and (ii) for Awards intended to qualify “performance-based compensation” under Section 162(m) of the Code, the Committee shall have the authority to make equitable adjustments to the Performance Goals in
recognition of unusual or non-recurring events affecting the Company or any Affiliate thereof or the financial statements of the Company or any Affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of
gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. 

  
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 (dd) “Performance Shares” means Shares that are subject to restrictions
that lapse upon the attainment of specified performance objectives and that are granted pursuant to Section 9 below. 

(ee) “Permitted Transferee” means a member of the Participant’s immediate family or a trust or similar vehicle for
the benefit of the Participant or the Participant’s immediate family which the Administrator permits, with such permission not to be unreasonably withheld, on such terms, conditions and limitations as the Administrator may establish, to be a
Participant in the Plan. 
 (ff) “Person” shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of shares of the Company. 
 (gg) “Restricted Shares”
means Shares granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period or periods. 
 (hh) “Shares” means Common Shares reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, amalgamation, consolidation or other
reorganization) security. 
 (ii) “Share Appreciation Right” means the right pursuant to an Award granted under
Section 8 below to receive an amount equal to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such portion thereof, over
(ii) the aggregate Exercise Price of such Award or such portion thereof. 
 (jj) “Subsidiary” means, with
respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner
interest or managing member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

 Section 3. Administration. 
 (a) The Plan and the Awards under the Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Section 162(m) of the Code (but only to the
extent necessary and desirable to maintain qualification of Awards under the Plan under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the Exchange Act (“Rule 16b-3”). The Plan is
intended to be exempt from, or to comply with, and shall be administered in a manner that is intended to be 

  
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 exempt from, or comply with, Section 409A of the Code and shall be construed and interpreted in
accordance with such intent, to the extent subject thereto. To the extent that an Award, issuance and/or payment is subject to Section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with
Section 409A of the Code, including any applicable regulations or guidance issued by the Secretary of the United States Treasury Department and the Internal Revenue Service with respect thereto. 

(b) Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority
delegated to it by the Board, shall have the power and authority, without limitation: 
 (1) to select those Eligible Recipients
who shall be Participants; 
 (2) to determine whether and to what extent Options, Share Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares, Other Share-Based Awards, Cash Awards or a combination of any of the foregoing, are to be granted hereunder to Participants; 
 (3) to determine the number of Shares or the amount of cash to be covered by each Award granted hereunder; 
 (4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted
Shares or Deferred Shares and the conditions under which restrictions applicable to such Restricted Shares or Deferred Shares shall lapse, (ii) the performance goals and periods applicable to Performance Shares or Cash Awards, (iii) the
Exercise Price of each Award, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or the amount of cash subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the
extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards), and, if the Administrator in its
discretion determines to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Share
Appreciation Rights outstanding immediately prior to such acceleration shall expire on such date as the Administrator determines; 
 (5) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options, Share Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares, Other Share-Based Awards, Cash Awards, or any combination of the foregoing granted hereunder; 
 (6) to determine the Fair Market Value; 
 (7) to determine the duration and
purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment for purposes of Awards granted under the Plan; 

  
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 (8) to adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable; and 
 (9) to construe and interpret the terms and provisions of the Plan
and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and
advisable in the administration of the Plan. 
 (c) All decisions made by the Administrator pursuant to the provisions of the
Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or
the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the
Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation. 

Section 4. Shares Reserved for Issuance Under the Plan. 
 (a) Subject to Section 5 hereof, the number of Common Shares that are reserved and available for issuance pursuant to Awards granted under the Plan shall be ten percent (10%) of the issued and
outstanding Common Shares as of the Effective Date. From and after such time as the Plan is subject to 162(m) of the Code, the aggregate Awards denominated in Shares granted during any single fiscal year to any individual who is likely to be a
“covered employee” (as defined in Section 162(m) of the Code) shall not exceed 5,000,000 Shares. 
 (b)
Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions, or otherwise. If any Shares subject to an Award
are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation,
exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, Shares surrendered or withheld as payment of either the Exercise Price of an Award (including Shares otherwise underlying an
Award of a Share Appreciation Right that are retained by the Company to account for the grant price of such Share Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan. 

Section 5. Equitable Adjustments. 
 In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in its sole discretion, in
(i) the aggregate number of Common Shares reserved for issuance under the Plan and the maximum number of Shares that may be subject to Awards granted to any 

  
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 Participant in any calendar or fiscal year, (ii) the kind, number and Exercise Price subject to
outstanding Options and Share Appreciation Rights granted under the Plan, and (iii) the kind, number and purchase price of Shares subject to outstanding Restricted Shares, Deferred Shares, Performance Shares or Other Share-Based Awards granted
under the Plan; provided, however, that any fractional shares resulting from the adjustment shall no longer be available for grant under the Plan or apply in respect of any outstanding Award. Such other equitable substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole discretion. Except to the extent determined by the Administrator, any adjustments to ISOs under this Section 5 shall be made only to the extent not constituting a
“modification” within the meaning of Section 424(h)(3) of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive. 

Section 6. Eligibility. 
 The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients. 

Section 7. Options. 

(a) General. Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is
granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price
of the Option, the term of the Option, provisions regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall
be a Nonqualified Stock Option). Notwithstanding the foregoing, the prospective recipient of an Option shall not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and delivered a fully
executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date. The provisions of each Option need not be the same with respect to each Participant. More
than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement. 
 (b) Exercise Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant (subject to Section 5(f)(1)
below), but in no event shall the Exercise Price of an Option be (i) less than one hundred percent (100%) of the Fair Market Value of the Common Shares on the date of grant or (ii) less than the par value per Share. 

(c) Option Term. The maximum term of each Option shall be fixed by the Administrator (subject to Section 5(f)(1) below), but
no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier 

  
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 expiration pursuant to the applicable provisions in the Plan and the Award Agreement. Notwithstanding the
foregoing, the Administrator shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems appropriate. 

(d) Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the
attainment of preestablished corporate performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the
Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary contained herein, an Option may
not be exercised for a fraction of a share. 
 (e) Method of Exercise. Options may be exercised in whole or in part by
giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased. With respect to any Option or category of Options,
payment in whole or in part may be made (i) by means of consideration received under any cashless exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of
cash or its equivalent, (iii) in the form of unrestricted Shares already owned by the Participant which, (x) in the case of unrestricted Shares acquired upon exercise of an Option, have been owned by the Participant for more than six
(6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, (iv) any other form of consideration
approved by the Administrator and permitted by applicable law or (v) any combination of the foregoing. 
 (f) ISOs.
The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Administrator from time to time in
accordance with the Plan. At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary. 

(1) ISO Grants to 10% Shareholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant
who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary, the term of
the ISO shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant. 

(2) $100,000 Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the
Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options. 

  
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 (3) Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall
notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any
sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator and
in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to
complying with any instructions from such Participant as to the sale of such shares. 
 (g) Rights as Shareholder. A
Participant shall have no rights to dividends or distributions or any other rights of a shareholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof and has paid in full for such
Shares and such Shares have been issued and registered to the Participant. 
 (h) Termination of Employment or Service.

 (1) Unless the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant
with the Company and all Affiliates thereof shall terminate for any reason other than Cause, Disability, or death, (A) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain
exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination. Notwithstanding the foregoing, if the Participant’s employment shall terminate prior to the end of any applicable notice period, any unvested Options that would have vested prior
to the end of such notice period shall vest on the date of termination. The ninety (90) day period described in this Section 7(h)(1) shall be extended to one (1) year after the date of such termination in the event of the
Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term. 
 (2) Unless the applicable Award Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate on account of the
Disability or death of the Participant, Options granted to such Participant, to the extent that they were unvested at the time of such termination, shall immediately vest and all outstanding Options shall remain exercisable until the date that is
one (1) year after such termination, on which date they shall expire. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term. 
 (3) In the event of the termination of a Participant’s employment or service for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on the date of
such termination. 
 (i) Other Change in Employment Status. An Option shall be affected, both with regard to vesting
schedule and termination, by leaves of absence, changes from full-time to part-

  
 12 









 time employment, partial disability or other changes in the employment status of an Participant, in the
discretion of the Administrator and subject to applicable law; provided, however, that, unless as otherwise determined by the Administrator, if a Participant is seconded by the Company to another entity or if a Participant is
transferred to an Affiliate of the Company or serves as a director or consultant of the Company or an Affiliate such Participant’s Option shall not be affected with regard to vesting schedule. 

Section 8. Share Appreciation Rights. 
 (a) General. Share Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted under the Plan
(“Related Rights”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Share
Appreciation Rights shall be made, the number of Shares to be awarded, the price per Share, and all other conditions of Share Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the
Option to which it relates and any Share Appreciation Right must be granted with an Exercise Price not less than the Fair Market Value of Common Shares on the date of grant and not less than the par value of the Shares. The provisions of Share
Appreciation Rights need not be the same with respect to each Participant. Share Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement. 
 (b) Awards; Rights as Shareholder. The prospective recipient of a Share Appreciation Right shall not have any rights with respect to such Award, unless and until such recipient has executed an
Award Agreement and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date. Participants who are granted Share Appreciation Rights
shall have no rights as shareholders of the Company with respect to the grant or exercise of such rights. 
 (c)
Exercisability. 
 (1) Share Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement. 
 (2)
Share Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this
Section 8 of the Plan. 
 (d) Payment Upon Exercise. 

(1) Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of
Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the price per share specified in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised,
with the Administrator having the right to determine the form of payment. 

  
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 (2) A Related Right may be exercised by a Participant by surrendering the applicable portion
of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise
Price specified in the related Option multiplied by the number of Shares in respect of which the Related Right is being exercised, with the Administrator having the right to determine the form of payment. Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised. 
 (3) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Share Appreciation Right in cash (or in any combination of Shares and cash). 
 (e) Termination of Employment or Service. 
 (1) Unless the applicable Award
Agreement provides otherwise, in the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate for any reason other than Cause, Disability, or death, (A) Free Standing Rights granted to
such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Free Standing
Rights granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, if the Participant’s
employment shall terminate prior to the end of any applicable notice period, any unvested Free Standing Rights that would have vested prior to the end of such notice period shall vest on the date of termination. The ninety (90) day period
described in this Section 8(e)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Free Standing
Right shall be exercisable after the expiration of its term. 
 (2) Unless the applicable Award Agreement provides otherwise, in
the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate on account of the Disability or death of the Participant, Free Standing Rights granted to such Participant, to the extent that they
were unvested at the time of such termination, shall immediately vest and all Free Standing Rights shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire. Notwithstanding the
foregoing, no Free Standing Right shall be exercisable after the expiration of its term. 
 (3) In the event of the termination
of a Participant’s employment or service for Cause, all outstanding Free Standing Rights granted to such Participant shall expire at the commencement of business on the date of such termination. 

  
 14 









 (4) In the event of the termination of employment or service with the Company and all
Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options. 

(f) Term. 
 (1) The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted.

 (2) The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be
exercisable more than ten (10) years after the date such right is granted. 
 Section 9. Restricted Shares, Deferred Shares and
Performance Shares. 
 (a) General. Restricted Shares, Deferred Shares or Performance Shares may be issued either
alone or in addition to other awards granted under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Shares, Deferred Shares or Performance Shares shall be made; the number of
Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Shares, Deferred Shares or Performance Shares; the period of time prior to which such shares become vested and free of restrictions on Transfer
(the “Restricted Period”), if any, applicable to Restricted Shares, Deferred Shares or Performance Shares; the performance objectives (if any) applicable to Deferred Shares or Performance Shares; and all other conditions of the
Restricted Shares, Deferred Shares and Performance Shares. If the restrictions, performance objectives and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Shares, Deferred Shares or
Performance Shares, in accordance with the terms of the grant. The provisions of the Restricted Shares, Deferred Shares or Performance Shares need not be the same with respect to each Participant. 

(b) Awards and Certificates. The prospective recipient of Restricted Shares, Deferred Shares or Performance Shares shall not have
any rights with respect to any such award, unless and until such recipient has executed an Award Agreement and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator
may specify) after the award date. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of Restricted Shares or Performance Shares may, in the Company’s sole discretion, be issued a share
certificate in respect of such Restricted Shares or Performance Shares; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to any such Award. 
 The Company may require that the share certificates, if any, evidencing Restricted
Shares or Performance Shares granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Shares or Performance Shares, the Participant shall have
delivered a share transfer form, endorsed in blank, relating to the Shares covered by such award. 

  
 15 









 With respect to Deferred Shares, at the expiration of the Restricted Period, share
certificates in respect of such shares of Deferred Shares may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of Shares covered by the Deferred Shares award.

 Notwithstanding anything in the Plan to the contrary, any Restricted Shares, Deferred Shares (at the expiration of the
Restricted Period) or Performance Shares (whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion, be issued in uncertificated form pursuant to the customary arrangements for issuing shares in
such form. 
 Further, notwithstanding anything in the Plan to the contrary, with respect to Deferred Shares, at the expiration
of the Restricted Period, Shares shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of
the Code, and such issuance shall in any event be made within such period as is required to avoid the imposition of a tax under Section 409A of the Code. 
 (c) Restrictions and Conditions. The Restricted Shares, Deferred Shares and Performance Shares granted pursuant to this Section 9 shall be subject to the following restrictions and conditions
and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code, thereafter: 
 (1) The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such
circumstances as the Administrator may determine, in its sole discretion, including, but not limited to, the attainment of certain performance related goals, the Participant’s termination of employment or service as a director, independent
contractor or consultant to the Company or any Affiliate thereof, or the Participant’s death or Disability; provided, however, that this sentence shall not apply to any Award which is intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 13 hereof. 

(2) Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a shareholder of the Company
with respect to Restricted Shares or Performance Shares during the Restricted Period. Except as provided in the applicable Award Agreement, the Participant shall generally not have the rights of a shareholder with respect to Shares subject to
Deferred Shares during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of Shares covered by
Deferred Shares shall, unless otherwise set forth in an Award Agreement, be paid to the Participant at the same time as dividends are paid to the Company’s shareholders generally, provided that the Participant is then providing services to the


  
 16 









 Company or is otherwise being credited with service to the Company. Certificates for Shares of unrestricted
Common Shares may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Shares, Deferred Shares or Performance Shares, except as the
Administrator, in its sole discretion, shall otherwise determine. 
 (3) The rights of Participants granted Restricted Shares,
Deferred Shares or Performance Shares upon termination of employment or service as a director, independent contractor, or consultant to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set forth
in the Award Agreement. 
 Section 10. Other Share-Based Awards. 

The Administrator is authorized to grant Awards to Participants in the form of Other Share-Based Awards, as deemed by the Administrator to
be consistent with the purposes of the Plan and as evidenced by an Award Agreement. The Administrator shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including any
Performance Goals and performance periods. Common Shares or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation, Shares, other Awards, notes or other property, as the Administrator shall determine, subject to any required corporate action. 

Section 11. Cash Awards. 
 The Administrator may grant awards that are payable to Participants solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and, except as otherwise provided in this
Section 11, such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Awards granted pursuant to this Section 11 may be granted with
value and payment contingent upon the achievement of Performance Goals. 
 Section 12. Performance-Based Awards. 

To the extent that any Award under the Plan is subject to Section 162(m) of the Code, no payment with respect to such Award made
under Section 9, 10 or 11 hereof which is intended to qualify as “performance-based compensation” (within the meaning of Section 162(m) of the Code) shall be made to a Participant that is likely to be a “covered
employee” (within the meaning of Section 162(m) of the Code) prior to the certification by the Committee that the applicable Performance Goals have been attained. The maximum Cash Award that any “covered employee” may receive
with respect to a Cash Award in respect of any annual performance period is $5,000,000 and for any other performance period, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the
denominator of which is twelve. 

  
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 Section 13. Change in Control. 

Unless otherwise provided in an employment agreement between the Participant and the Company, in which case such provision shall prevail
in respect of any Awards to such Participant to the extent so provided, or unless otherwise determined by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and (b) the
Participant’s employment is terminated by the Company, its successor or Affiliate thereof without Cause on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, then:

 (1) any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and
exercisable; and 
 (2) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an
Award granted under the Plan shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be fully achieved. 

In addition to the foregoing, in connection with a Change in Control, for Awards that are not subject to Section 409A of the Code,
the Administrator may provide, in its sole discretion and effective as of any date within the sixty (60) day period immediately preceding and including the date of the Change in Control, for the cancellation of any such outstanding Award
granted hereunder in exchange for payment in cash or other property having an aggregate Fair Market Value of the Shares covered by such Award, reduced by the aggregate Exercise Price or purchase price thereof, if any, as of such date. 

With respect to Awards that are subject to Section 409A of the Code, the Administrator may, in its discretion, terminate such Awards
in accordance with Treasury Regulations §1.409A-3(j)(4)(ix)(B). 
 Section 14. Amendment and Termination. 

The Board may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would impair the rights
of a Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s shareholders for any amendment that would require such
approval in order to satisfy the requirements of Section 162(m) of the Code, any rules of the stock exchange on which the Common Shares are traded or other applicable law. The Administrator may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall impair the rights of any Participant without his or her consent. 

Section 15. Unfunded Status of Plan. 
 The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give
any such Participant any rights that are greater than those of a general creditor of the Company. 

  
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 Section 16. Withholding Taxes. 

Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such
Participant for federal and/or state income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to
the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Participant. Whenever cash is to be paid pursuant to an award granted hereunder, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements
related thereto. Whenever Shares are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related federal, state and local taxes to be
withheld and applied to the tax obligations. With the approval of the Administrator, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery of Shares or by delivering already owned unrestricted
Common Shares, in each case, having a value not exceeding the federal, state and local taxes to be withheld and applied to the tax obligations, in accordance with such procedures as the Administrator shall determine from time to time. Such Shares
shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be
delivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Option or other Award. 

Section 17. Transfer of Awards. 
 Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any holder
thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Notwithstanding
the foregoing, the Administrator may permit (on such terms, conditions and limitations as it may establish) any Award (other than an ISO) that is subject to restrictions on transferability, to be transferred to a Permitted Transferee without
consideration, with such permission not to be unreasonably withheld. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio, and shall not
create any obligation or liability of the Company, and any person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a
holder 

  
 19 









 of such Shares. Unless otherwise determined by the Administrator in accordance with the provisions of the
immediately preceding sentence, an Option may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal
representative, or if applicable, by a Permitted Transferee. 
 Section 18. Continued Employment. 

The adoption of the Plan shall not confer upon any Eligible Recipient any right to continued employment or service with the Company or any
Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time. 

Section 19. Electronic Signature. 
 Participant’s electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand. 
 Section 20. Effective Date. 
 The Plan was adopted by the Board on
[            ], 2011, and shall become effective without further action as of the Effective Date. 
 Section 21. Term of Plan. 
 No Award shall be granted pursuant to the
Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. 
 Section 22.
Establishment of Sub-Plans 
 The Board may from time to time establish one or more sub-plans under the Plan necessary or
desirable to comply with or take account of relevant overseas legal, taxation or securities law requirements. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the
Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements
adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any
jurisdiction that is not affected. 
 Section 23. Section 409A of the Code. 

The intent of the parties is that payments and benefits under the Plan be exempt from, or comply with Section 409A of the Code to the
extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in 

  
 20 









 compliance therewith. Any payments described in the Plan that are due within the “short-term deferral
period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required in order to avoid
accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the
Participant’s termination of employment shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or upon the Participant’s death, if earlier). In
addition, for purposes of the Plan, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitute deferred compensation subject to Section 409A of the Code, shall be construed as a separate
identified payment for purposes of Section 409A of the Code. 
 Section 24. Governing Law. 

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of
conflicts of law of such state. 

  
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