Exhibit 10.11


 


JAMES RIVER GROUP HOLDINGS, LTD.


2014 LONG-TERM INCENTIVE PLAN


 


1.           Establishment
and Purpose.    James River Group Holdings, Ltd. hereby establishes, effective on the date that the initial public offering of
the Company’s common shares is consummated and immediately prior thereto, an incentive compensation plan known as the “James
River Group Holdings, Ltd. 2014 Long-Term Incentive Plan.” The purposes of the Plan are to (a) enable the Company and its
Affiliates to attract and retain individuals who will contribute to the Company’s long range success; (b) motivate key personnel
to produce a superior return to the shareholders of the Company and its Affiliates by offering such individuals an opportunity
to realize share appreciation, by facilitating share ownership, and by rewarding them for achieving a high level of corporate performance;
and (c) promote the success of the Company’s business.


 


2.           Definitions.    The capitalized terms used in this Plan have the meanings set forth below.


 


(a)          “Affiliate”
means any corporation that is a Subsidiary of the Company and, for purposes other than the grant of Incentive Share Options, any
limited liability company, partnership, corporation, joint venture, or any other entity in which the Company or any such Subsidiary
owns an equity interest.


 


(b)          “Associate”
means any full-time or part-time employee (including an officer or director who is also an employee) of the Company or an Affiliate.
Except with respect to grants of Incentive Share Options, “Associate” shall also include any consultant or advisor
to the Company or an Affiliate. References in this Plan to “employment” and related terms (except for references to
“employee” in this definition of “Associate” or in Section 7(a)(i)) shall include the providing of services
as a consultant or advisor.


 


(c)          “Award”
means a grant made under this Plan in the form of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units,
Performance Shares or any Other Award, whether singly, in combination or in tandem.


 


(d)          “Award
Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions
of an Award which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement
shall be subject to the terms and conditions of the Plan.


 


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


 


(f)          “Cause”
shall mean, except as otherwise provided in an Award Agreement or in a Participant’s employment agreement with the Company,
(i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission
of any other act involving willful malfeasance or fiduciary breach with


 




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respect to the Company or an Affiliate, (ii) conduct that
results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates, (iii)
gross negligence or willful misconduct with respect to the Company or an Affiliate, (iv) the material failure to perform duties,
or (v) violation of state or federal securities laws.


 


(g)          “Change
in Control” shall mean, except as otherwise provided in an Award Agreement, any of the following: (i) the purchase or other
acquisition (other than from the Company), in a single transaction or series of related transactions, by any person, entity or
group of persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act (excluding, for this purpose, the Company or
its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Act) of 50% or more of either the then-outstanding Shares or the combined voting power of the
Company’s then-outstanding voting securities entitled to vote generally in the election of directors; (ii) consummation of
a reorganization, merger, amalgamation or consolidation involving the Company, in each case with respect to which persons who were
the shareholders of the Company immediately prior to such reorganization, merger, amalgamation or consolidation do not, immediately
thereafter, own more than 50% of, respectively, the Shares and the combined voting power entitled to vote generally in the election
of directors of the reorganized, merged, amalgamated or consolidated corporation’s then-outstanding voting securities; or
(iii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company. Notwithstanding
anything herein to the contrary, an event described above shall be considered a Change in Control hereunder only if it also constitutes
a “change in control event” under Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences
thereunder with respect to any payment subject to Section 409A of the Code. A Change in Control shall be deemed to occur on the
date on which the event giving rise to the Change in Control occurs, provided, in the case of a Change in Control by reason of
a liquidation or dissolution of the Company, such date shall be the date on which the Company shall commence such liquidation or
dissolution.


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor thereto. Any reference to
a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.


 


(i)          “Committee”
means the committee of directors appointed by the Board to administer this Plan. In the absence of a specific appointment, “Committee”
shall mean the Compensation Committee of the Board.


 


(j)          “Company”
means James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda, or any successor to all or substantially
all of its businesses by merger, amalgamation, consolidation, purchase of assets or otherwise.


 


(k)          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an employee, consultant,
or advisor, is not


 




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interrupted or terminated. The Participant’s Continuous
Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service
to the Company or an Affiliate as an employee, consultant, advisor, or otherwise, or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service; provided
further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent
with Section 409A of the Code. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service
shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave
or any other personal or family leave of absences.


 


(l)           “Director”
means a member of the Board.


 


(m)         “Disability”
means, except as otherwise provided in an Award Agreement, that the Participant 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 which
has lasted or can be expected to last for a continuous period of not less than twelve (12) months, provided, however, for purposes
of determining the term of an Incentive Share Option, the term Disability shall have the meaning ascribed to it under Section 22(e)(3)
of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the
Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Share Option
within the meaning of Section 22(e) (3) of the Code, the Committee may rely on any determination that a Participant is disabled
for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant
participates, provided that the definition of disability applied under such disability plan meets the requirements of a Disability
in the first sentence hereof.


 


(n)          “Effective
Date” means the date immediately prior to the date that the initial public offering of the Shares is consummated.


 


(o)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended; “Exchange Act Rule 16b-3” means Rule 16b-3 promulgated
by the Securities and Exchange Commission under the Exchange Act or any successor regulation.


 


(p)          “Fair
Market Value” as of any date means, unless otherwise expressly provided in this Plan:


 


(i)          the
closing sales price of a Share on the Nasdaq Stock Market, or if Shares are not quoted on the Nasdaq Stock Market, on the New York
Stock Exchange (“NYSE”) or any similar system then in use, or


 


(ii)         if
clause (i) is not applicable, what the Committee determines in good faith to be 100% of the fair market value of a Share on that
date, which shall be conclusive and binding on all persons.


 




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In the case of an Incentive Share Option, if such determination
of Fair Market Value is not consistent with the then current regulations of the Secretary of the Treasury, Fair Market Value shall
be determined in accordance with said regulations. The determination of Fair Market Value shall be subject to adjustment as provided
in Section 13(f) hereof.


 


(q)          “Fundamental
Change” means a dissolution or liquidation of the Company, a sale of substantially all of the assets of the Company (in one
or a series of transactions), a merger, amalgamation or consolidation of the Company with or into any other corporation or company,
regardless of whether the Company is the surviving corporation or company, or a statutory share exchange (or analogous proceedings
under applicable Bermuda law) involving capital shares of the Company.


 


(r)          “Good
Reason” means, except as otherwise provided in an Award Agreement or a Participant’s employment agreement with the
Company, the occurrence of one or more of the following without the Participant’s express written consent, which circumstances
are not remedied by the Company within thirty (30) days after its receipt of a written notice from the Participant describing the
applicable circumstances (which notice must be provided by the Participant within ninety (90) days after the Participant’s
knowledge of the applicable circumstances): (i) any material, adverse change in the Participant’s duties, responsibilities,
authority, title, status or reporting structure; (ii) a material reduction in the Participant’s base salary; or (iii) a geographical
relocation of the Participant’s principal office location by more than fifty (50) miles; provided that, in each case, the
Participant must actually terminate his or her employment within thirty (30) days following the Company’s thirty (30)-day
cure period specified herein.


 


(s)          “Incentive
Share Option” means any Option designated to qualify as an “incentive stock option” and conforms to the applicable
provisions of Section 422 of the Code or any successor to such section.


 


(t)           “Non-Employee
Director” means a Director who is a “non-employee director” within the meaning of Eachange Act Rule 16b-3.


 


(u)          “Non-Qualified
Share Option” means an Option other than an Incentive Share Option.


 


(v)          “Option”
means a right to purchase Shares (or, if the Committee so provides in an applicable Award Agreement, Restricted Shares), including
both Non-Qualified Share Options and Incentive Share Options.


 


(w)         “Other
Award” means a cash-based Award, an Award of Shares, or an Award based on Shares other than Options, Share Appreciation Rights,
Restricted Shares, Restricted Share Units or Performance Shares.


 


(x)          “Outside
Director” means a member of the Board who is an “outside director” within the meaning of Section 162(m) of the
Code.


 




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(y)          “Parent”
means a “parent corporation,” as that term is defined in Section 424(e) of the Code, or any successor provision.


 


(z)          “Participant”
means an Associate to whom an Award is granted pursuant to the Plan or, if applicable, such other person who validly holds an outstanding
Award.


 


(aa)        “Performance
Criteria” means performance goals relating to certain criteria as further described in Section 12 hereof.


 


(bb)        “Performance
Period” means one or more periods of time in duration, as the Committee may select, over which the attainment of one or more
performance goals will be measured for the purpose of determining which Awards, if any, are to vest or be earned.


 


(cc)        “Performance
Shares” means a contingent award of a specified number of Shares or Units, with each Performance Share equivalent to one
or more Shares or a fractional Share or a Unit expressed in terms of one or more Shares or a fractional Share, as specified in
the applicable Award Agreement, a variable percentage of which may vest or be earned depending upon the extent of achievement of
specified performance objectives during the applicable Performance Period.


 


(dd)        “Plan”
means this James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan, as amended and in effect from time to time.


 


(ee)        “Restricted
Shares” means Shares granted under Section 10 hereof so long as such Shares remain subject to one or more restrictions.


 


(ff)         “Restricted
Share Units” means Units of Shares granted under Section 10 hereof.


 


(gg)       “Shares”
means the Company’s common shares, $0.0002 par value per share (as such par value may be adjusted from time to time), or
any shares or securities issued in respect thereof by the Company or any successor to the Company as a result of an event described
in Section 13(f).


 


(hh)       “Share
Appreciation Right” means a right pursuant to an Award granted under Section 8.


 


(ii)         “Subsidiary”
means a “subsidiary corporation,” as that term is defined in Section 424(f) of the Code, or any successor provision.


 


(jj)         “Successor”
with respect to a Participant means, except as otherwise provided in an Award Agreement, the legal representative of an incompetent
Participant and, if the Participant is deceased, the beneficiary, if any, designated on forms prescribed by and filed with the
Committee. If no designation of a beneficiary has been made, or if the Committee shall be in doubt as to the rights of any beneficiary,
as determined in the Committee’s discretion, the Successor shall be the legal representative of the estate of the


 




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Participant or the person or persons who may, by bequest,
inheritance, will, or the laws of descent and distribution, or under the terms of an Award, acquire the right to exercise an Option
or Share Appreciation Right or receive cash and/or Shares issuable in satisfaction of an Award in the event of a Participant’s
death.


 


(kk)       “Term”
means the period during which an Option or Share Appreciation Right may be exercised or the period during which the restrictions
placed on Restricted Shares, Restricted Share Units, or any other Award are in effect.


 


(ll)         “Unit”
means a bookkeeping entry that may be used by the Company to record and account for the grant of Shares, Units of Shares, Share
Appreciation Rights, Performance Shares, and any other Award expressed in terms of Units of Shares until such time as the Award
is paid, canceled, forfeited or terminated. No Shares shall be issued at the time of grant, and the Company will not be required
to set aside a fund for the payment of any such Award.


 


Except when otherwise indicated by
the context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular
shall also include the plural.


 


3.          Administration.


 


(a)        Authority
of Committee.    The Committee shall administer this Plan or delegate its authority to do so as provided in Section 3(c) hereof
or, in the Board’s sole discretion or in the absence of the Committee, the Board shall administer this Plan. Subject to the
terms of the Plan and applicable laws, and in addition to other express powers and authorization conferred by the Plan, the Committee
shall have the authority:


 


(i)          to
construe and interpret the Plan and apply its provisions;


 


(ii)         to
promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


 


(iii)       to
authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


 


(iv)        to
delegate its authority to one or more officers of the Company with respect to Awards that do not involve “covered employees”
(within the meaning of Section 162(m) of the Code) or “directors” or “officers” within the meaning of Section
16 of the Exchange Act, to the extent permitted by applicable law; provided that, in delegating such authority, the Committee shall
specify the maximum number of Shares that may be awarded to any single employee and shall otherwise comply with applicable law;


 


(v)          to
determine when Awards are to be granted under the Plan and the applicable grant date;


 




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(vi)        from
time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;


 


(vii)       to
determine the number of Shares or the amount of cash to be made subject to each Award, subject to the limitations set forth in
this Plan;


 


(viii)      to
determine whether each Option is to be an Incentive Share Option or a Non-Qualified Share option;


 


(ix)        to
determine the type of Award and prescribe the terms and conditions of each Award, including, without limitation, the exercise price
and medium of payment and vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


 


(x)          to
determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures
that will be used to establish the performance goals, the Performance Period(s) and the number of Performance Shares earned by
a Participant;


 


(xi)        to
designate an Award (including a cash bonus) as a performance-based compensation Award (for purposes of satisfying the exemption
under Code Section 162(m)) and to select the Performance Criteria that will be used to establish the performance goals;


 


(xii)       to
amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations
under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such
amendment shall also be subject to the Participant’s consent;


 


(xiii)     to
determine whether, to what extent and under what circumstances Awards may be settled, paid or exercised in cash, Shares or other
Awards or other property, or canceled, forfeited, or suspended;


 


(xiv)      to
determine the duration and purpose of leaves and absences which may be granted to a Participant without constituting termination
of employment for purposes of the Plan;


 


(xv)       to
make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that
triggers anti-dilution adjustments;


 


(xvi)      to
interpret, administer, or reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any
instrument or agreement relating to, or Award granted under, the Plan; and


 




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(xvii)     to
exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


 


To the extent the Committee determines that the restrictions
imposed by this Plan preclude the achievement of material purposes of the Awards in jurisdictions outside of the United States,
the Committee has the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate
to conform to applicable requirements or practices of jurisdictions outside of the United States.


 


The Committee shall not have the right, without shareholder
approval to (i) reduce or decrease the purchase price for an outstanding Option or Share Appreciation Right, (ii) cancel an
outstanding Option or Share Appreciation Right for the purpose of replacing or re-granting such Option or Share Appreciation Right
with a purchase price that is less than the original purchase price, (iii) extend the expiration date of an Option or Share Appreciation
Right, or (iv) deliver Shares, cash, or other consideration in exchange for the cancellation of an Option or Share Appreciation
Right, the purchase price of which exceeds the Fair Market Value of the Shares underlying such Option or Share Appreciation Right.


 


(b)          Committee
Decisions Final.    All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the
Company and the Participants, unless such decisions are determined to be arbitrary and capricious by a court having jurisdiction.


 


(c)          Delegation.
    The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or
committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom
such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers
the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee
or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan and the Company’s
bye-laws, as may be adopted from time to time by the Board. The Board may abolish, suspend or supersede the Committee at any time
and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure
of the Board. From time to time, the Board, at its sole discretion, may increase or decrease the size of the Committee, add additional
members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however,
caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee
comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority
of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the
limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct
of its business as it may determine to be advisable in the best interests of the Company.


 




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(d)          Board
Authority.    Any authority granted to the Committee may also be exercised by the Board or another committee of the Board, except
to the extent that the grant or exercise of such authority would cause any Award intended to qualify for favorable treatment under
Section 162(m) of the Code to cease to qualify for the favorable treatment under Section 162(m) of the Code. To the extent that
any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Without limiting
the generality of the foregoing, to the extent the Board has delegated any authority under this Plan to another committee of the
Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.


 


(e)          Committee
Composition.    The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements
of Exchange Act Rule 16b-3 and/or Section 162(m) of the Code. Nothing herein shall create an inference that an Award is not validly
granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that does not at
all times consist solely of two or more Non-Employee Directors who are also Outside Directors.


 


4.          Shares
Available; Maximum Payouts.


 


(a)          Shares
Available.     Subject to adjustment in accordance with Section 13(f), a total of three million one hundred seventy one thousand
one hundred fifty (3,171,150) Shares shall be available for the grant of Awards under the Plan; provided that, no more than three
million (3,000,000) Shares may be granted as Incentive Share Options. Shares issued under this Plan may be authorized and unissued
Shares or issued Shares held as treasury Shares. The following Shares may not again be made available for issuance as Awards:
(i) Shares not issued or delivered as a result of the net settlement of an outstanding Share Appreciation Right or Share Option,
(ii) Shares used to pay the exercise price or withholding taxes related to an outstanding Share Option or Share Appreciation Right,
or (iii) Shares repurchased on the open market with the proceeds of a Share Option exercise price.


 


(b)          Shares
Not Applied to Limitations.    The following will not be applied to the Share limitations of subsection 4(a) above: (i) dividends
or dividend equivalents paid in cash in connection with outstanding Awards, (ii) any Shares subject to an Award under the Plan
which Award is forfeited, cancelled, terminated, expires or lapses for any reason, and (iii) Shares and any Awards that are granted
through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant
future awards, as a result of a merger, amalgamation, consolidation, or acquisition of the employing company with or by the Company.
If an Award is to be settled in cash, the number of Shares on which the Award is based shall not count toward the Share limitations
of subsection 4(a).


 


(c)          Award
Limitations.    No Participant shall be granted (A) Options to purchase Shares and Share Appreciation Rights with respect
to more than three million (3,000,000) Shares in the aggregate, (B) any other Awards with respect to more than


 




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three million (3,000,000) Shares in the aggregate (or,
in the event such Award denominated or expressed in terms of number of Shares or Units is paid in cash, the equivalent cash value
thereof), or (C) any cash bonus Award not denominated or expressed in terms of number of Shares or Units with a value that exceeds
five million dollars ($5,000,000) in the aggregate, in each case, in any fiscal year of the Company under this Plan (such share
limits being subject to adjustment under Section 13(f) hereof).


 


(d)          No
Fractional Shares.    No fractional Shares may be issued under this Plan; fractional Shares will be rounded down to the nearest
whole Share.


 


5.          Eligibility.    Awards may be granted under this Plan to any Associate at the discretion of the Committee.


 


6.          General
Terms of Awards.


 


(a)          Awards.    Awards
under this Plan may consist of Options (either Incentive Share Options or Non-Qualified Share Options), Share Appreciation Rights,
Performance Shares, Restricted Shares, Restricted Share Units, or Other Awards.


 


(b)          Award
Agreements.    Each Award under this Plan shall be evidenced by an Award Agreement setting forth the number of Restricted Shares,
Shares, Restricted Share Units, or Performance Shares, or the amount of cash, subject to such Award Agreement, or the number of
Shares to which the Option applies or with respect to which payment upon the exercise of the Share Appreciation Right is to be
determined, as the case may be, together with such other terms and conditions applicable to the Award (not inconsistent with this
Plan) as determined by the Committee in its sole discretion.


 


(c)          Term.    Each Award Agreement, other than those relating solely to Awards of Shares without restrictions, shall set forth the Term of the
Award and any applicable Performance Period, as the case may be, but in no event shall the Term of an Award or the Performance
Period be longer than ten years after the date of grant; provided, however, that the Committee may, in its discretion, grant Awards
with a longer term to Participants who are located outside the United States. An Award Agreement with a Participant may permit
acceleration of vesting requirements and of the expiration of the applicable Term upon such terms and conditions as shall be set
forth in the Award Agreement, which may, but, unless otherwise specifically provided in this Plan, need not, include, without limitation,
acceleration resulting from the occurrence of the Participant’s death or Disability. Acceleration of the Performance Period
and other performance-based Awards shall be subject to Section 9(b) or Section 12 hereof, as applicable.


 


(d)          Transferability.    Except as otherwise permitted by the Committee, during the lifetime of a Participant to whom an Award is granted, only such
Participant (or such Participant’s legal representative) may exercise an Option or Share Appreciation Right or receive payment
with respect to any other Award. Except as otherwise permitted by the Committee, no Award of Restricted Shares (prior to the expiration
of the restrictions), Restricted Share Units, Options, Share Appreciation Rights, Performance Shares or Other Award (other than
an award of Shares without restrictions) may be sold, assigned,


 




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transferred, exchanged, or otherwise encumbered, and any
attempt to do so (including pursuant to a decree of divorce or any judicial declaration of property division) shall be of no effect.
Notwithstanding the immediately preceding sentence, an Award Agreement may provide that an Award shall be transferable to a Successor
in the event of a Participant’s death.


 


(e)          Termination
of Continuous Service Generally.    Each Award Agreement shall set forth the extent to which the Participant shall have the right
to exercise and/or retain an Award following termination of the Participant’s employment with the Company or its Affiliates,
including, without limitation, upon death or a Disability, or other termination of Continuous Service. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the Award Agreement, need not be uniform among Award Agreements
issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.


 


(f)          Change
in Control.    Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary, in
the event of a Participant’s termination of Continuous Service without Cause or for Good Reason during the 12-month period
following a Change in Control, all Options and Share Appreciation Rights shall become immediately exercisable with respect to 100%
of the Shares subject to such Options or Share Appreciation Rights, and/or the period of restriction shall expire and the Award
shall vest immediately with respect to 100% of the Restricted Shares, Restricted Share Units, and any other Award, and/or all performance
goals or other vesting criteria will be deemed achieved at 100% target levels and all other terms and conditions will be deemed
met as of the date of the Participant’s termination of Continuous Service. In addition, in the event of a Change in Control,
an Award may be treated, to the extent determined by the Committee to be appropriate and permitted under Section 409A of the Code,
in accordance with one of the following methods as determined by the Committee in its sole discretion: (i) upon at least 10 days’
advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or Shares, or any
combination thereof, the value of such Awards based upon the price per Share received or to be received by other shareholders of
the Company in the event; or (ii) provide for the assumption of or the issuance of substitute awards that will substantially preserve
the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its
sole discretion. In the case of any Option or Share Appreciation Right with an exercise price that equals or exceeds the price
paid for a Share in connection with the Change in Control, the Committee may cancel the Option or Share Appreciation Right without
the payment of consideration therefor.


 


(g)          Rights
as Shareholder.    A Participant shall have no right as a shareholder with respect to any securities covered by an Award until
the date the Participant becomes the holder of record.


 


(h)          Performance
Conditions.    The Committee may require the satisfaction of certain performance goals as a condition to the grant, vesting or
payment of any Award provided under the Plan.


 




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7.          Share
Options.


 


(a)          Terms
of All Options. 


 


(i)          Grants.    Each Option shall be granted pursuant to an Award Agreement as either an Incentive Share Option or a Non-Qualified Share Option.
Only Non-Qualified Share Options may be granted to Associates who are not employees of the Company or an Affiliate. The provisions
of separate Options need not be identical. In no event may Options known as reload options be granted hereunder. Participants holding
Options shall have no dividend rights with respect to Shares subject to such Options. The Company shall have no liability to any
Participant or any other person if an Option designated as an Incentive Share Option fails to qualify as such at any time.


 


(ii)         Purchase
Price.    The purchase price of each Share subject to an Option shall be determined by the Committee and set forth in the applicable
Award Agreement, but shall not be less than 100% of the Fair Market Value of a Share as of the date the Option is granted and shall
not be less than the par value of a Share. The purchase price of the Shares with respect to which an Option is exercised shall
be payable in full at the time of exercise, in cash or by certified or bank check. The purchase price may be paid, if the Committee
so permits and upon such terms as the Committee shall approve, through delivery or tender to the Company of Shares held, either
actually or by attestation, by such Participant (in each case, such Shares having a Fair Market Value as of the date the Option
is exercised equal to the purchase price of the Shares being purchased pursuant to the Option) or through a net or cashless (broker-assisted)
form of exercise as permitted by the Committee, or, if the Committee so permits, a combination thereof. Further, the Committee,
in its discretion, may approve other methods or forms of payment of the purchase price, and establish rules and procedures therefor.
Unless otherwise specifically provided in the Award Agreement, the purchase price of the Shares acquired pursuant to an Option
that is paid by delivery (or attestation) to the Company of other Shares acquired, directly or indirectly from the Company, shall
be paid only by Shares that have been held for more than six months (or such longer or shorter period of time required to avoid
a charge to earnings for financial accounting purposes).


 


(iii)        Exercisability.    Each
Option shall vest and be exercisable in whole or in part on the terms provided in the Award Agreement. Unless otherwise provided
in an Award Agreement, an Option that vests solely on the basis of the passage of time (and not on the basis of any performance
standards) shall not vest more rapidly than ratably over a period of three years from the grant date beginning on the first anniversary
of the Option grant date. Unless otherwise provided in an Award Agreement, an Option that vests based on performance standards
shall not vest more rapidly than immediate vesting on the first anniversary of the Option grant date. Notwithstanding the foregoing,
vesting of an Option may be accelerated upon the occurrence of certain events as provided


 




    	12



    	 



    

 


in the Award Agreement. In no event shall any Option be
exercisable at any time after its Term. When an Option is no longer exercisable, it shall be deemed to have lapsed or terminated.
No Option may be exercised for a fraction of a Share.


 


(iv)        Termination
of Continuous Service.    Unless otherwise provided in an Award Agreement, in the event a Participant’s Continuous Service
terminates (other than upon the Participant’s death or Disability), the Participant may exercise his or her Option (to the
extent that the Participant was entitled to exercise such Option as of the date of termination) but only within such period of
time ending on the earlier of (a) the date that is ninety (90) days following the termination of the Participant’s Continuous
Service or (b) the expiration of the Term of the Option as set forth in the Award Agreement; provided that, if the termination
of Continuous Service is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate
and cease to be exercisable. If, after termination, the optionholder does not exercise his or her Option within the time specified
in the Award Agreement, the Option shall terminate.


 


(v)         Disability
of Optionholder.    Unless otherwise provided in an Award Agreement, in the event that a Participant’s Continuous Service
terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option (to the extent that
the Participant was entitled to exercise such Option as of the date of termination), but only within such period of time ending
on the earlier of (a) the date that is one (1) year following such termination or (b) the expiration of the Term of the Option
as set forth in the Award Agreement. If, after termination, the Participant does not exercise his or her Option within the time
specified in the Award Agreement, the Option shall terminate.


 


(vi)        Death
of Optionholder.    Unless otherwise provided in an Award Agreement, in the event a Participant’s Continuous Service terminates
as a result of the Participant’s death, then the Option may be exercised (to the extent the Participant was entitled to exercise
such Option as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option
by bequest or inheritance or by a person designated to exercise the Option upon the Participant’s death, but only within
the period ending on the earlier of (a) the date that is one (1) year following the date of death or (b) the expiration of the
Term of such Option as set forth in the Award Agreement. If, after the Participant’s death, the Option is not exercised within
the time specified in the Award Agreement, the Option shall terminate.


 


(b)          Incentive
Share Options.    In addition to the other terms and conditions applicable to all Options:


 


(i)          the
aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with respect to which Incentive Share
Options held by an individual first become exercisable in any calendar year (under this


 




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Plan and all other incentive share options plans of the
Company and its Affiliates) shall not exceed $100,000 (or such other limit as may be required by the Code), if such limitation
is necessary to qualify the Option as an Incentive Share Option, and to the extent an Option or Options granted to a Participant
exceed such limit such Option or Options shall be treated as Non-Qualified Share Options;


 


(ii)         an
Incentive Share Option shall not be exercisable and the Term of the Award shall not be more than ten years after the date of grant
(or such other limit as may be required by the Code) if such limitation is necessary to qualify the Option as an Incentive Share
Option;


 


(iii)        the
Award Agreement covering an Incentive Share Option shall contain such other terms and provisions which the Committee determines
necessary to qualify such Option as an Incentive Share Option; and


 


(iv)        notwithstanding
any other provision of this Plan if, at the time an Incentive Share Option is granted, the Participant owns (after application
of the rules contained in Section 424(d) of the Code, or its successor provision) Shares possessing more than ten percent (10%)
of the total combined voting power of all classes of shares of the Company or its subsidiaries, (A) the option price for such Incentive
Share Option shall be at least 110% of the Fair Market Value of the Shares subject to such Incentive Share Option on the date of
grant and (B) such Option shall not be exercisable after the date five years from the date such Incentive Share Option is granted.


 


8.          Share
Appreciation Rights.


 


(a)          Grant.    
An Award of a Share Appreciation Right shall entitle the Participant, subject to terms and conditions determined by the Committee,
to receive upon exercise of the Share Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified
number of Shares as of the date of exercise of the Share Appreciation Right over (ii) a specified purchase price which shall not
be less than 100% of the Fair Market Value of such Shares as of the date of grant of the Share Appreciation Right. Each Share Appreciation
Right shall be subject to such terms as provided in the applicable Award Agreement. Except as otherwise provided in the applicable
Award Agreement, upon exercise of a Share Appreciation Right, payment to the Participant (or to his or her Successor) shall be
made in the form of cash, Shares or a combination of cash and Shares (as determined by the Committee if not otherwise specified
in the Award Agreement) as promptly as practicable after such exercise. The Award Agreement may provide for a limitation upon the
amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the
exercise of a Share Appreciation Right. Participants holding Share Appreciation Rights shall have no dividend rights with respect
to Shares subject to such Share Appreciation Rights.


 


(b)          Exercisability.    
Each Share Appreciation Right shall vest and be exercisable in whole or in part on the terms provided in the Award Agreement. Unless
otherwise provided in an Award Agreement, a Share Appreciation Right that vests solely


 




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on the basis of the passage of time (and not on the basis
of any performance standards) shall not vest more rapidly than ratably over a period of three years from the grant date beginning
on the first anniversary of the Share Appreciation Right grant date. Unless otherwise provided in an Award Agreement, a Share Appreciation
Right that vests based on performance standards shall not vest more rapidly than immediate vesting on the first anniversary of
the Share Appreciation Right grant date. Notwithstanding the foregoing, the vesting of a Share Appreciation Right may be accelerated
upon the occurrence of certain events as provided in the Award Agreement. In no event shall any Share Appreciation Right be exercisable
at any time after its Term. When a Share Appreciation Right is no longer exercisable, it shall be deemed to have lapsed or terminated.
No Share Appreciation Right may be exercised for a fraction of a Share.


 


9.          Performance
Shares.


 


(a)          Initial
Award.    An Award of Performance Shares shall entitle a Participant to future payments based upon the achievement of performance
targets established in writing by the Committee. Payment shall be made in cash or Shares, or a combination of cash and Shares,
as determined by the Committee. Such performance targets and other terms and conditions shall be determined by the Committee in
its sole discretion. The Award Agreement may establish that a portion of the maximum amount of a Participant’s Award will
be paid for performance which exceeds the minimum target but falls below the maximum target applicable to such Award. The Award
Agreement shall provide for the timing of such payment.


 


(b)          Acceleration
and Adjustment.    The applicable Award Agreement may permit an acceleration of the Performance Period and an adjustment of performance
targets and payments with respect to some or all of the Performance Shares awarded to a Participant, upon such terms and conditions
as shall be set forth in the Award Agreement, upon the occurrence of certain events, which may, but need not, include without limitation,
a Fundamental Change, the Participant’s death or Disability, a change in accounting practices of the Company or its Affiliates,
a reclassification, share dividend, share split or share combination, or other event as provided in Section 13(f) hereof. Notwithstanding
the foregoing, unless otherwise provided in an Award Agreement, an Award subject to this Section 9 shall vest or be earned no more
rapidly than immediate vesting on the first anniversary of the Award grant date.


 


(c)          Voting;
Dividends.    Participants holding Performance Shares shall have no voting rights with respect to such Awards and shall have no
dividend rights with respect to Shares subject to such Performance Shares other than as the Committee so provides, in its discretion,
in an Award Agreement; provided, that, any such dividends shall be subject to such restrictions and conditions as the Committee
may establish with respect to the Performance Shares and shall be payable only at the same time as the underlying Performance Shares
may become earned, vested, and payable.


 




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10.         Restricted
Share and Restricted Share Unit Awards.


 


(a)          Grant.    
A Restricted Share Award is an Award of actual Shares, and a Restricted Share Unit Award is an Award of Units having a value equal
to the Fair Market Value of an identical number of Shares. All or any part of any Restricted Share or Restricted Share Unit Award
may be subject to such conditions and restrictions as may be established by the Committee, and set forth in the applicable Award
Agreement, which may include, but are not limited to, Continuous Service requirements, a requirement that a Participant pay a purchase
price for such Award, the achievement of specific performance goals, and/or applicable securities laws restrictions. Subject to
the restrictions set forth in the Award Agreement, during any period during which an Award of Restricted Shares or Restricted Share
Units is restricted and subject to a substantial risk of forfeiture, (i) Participants holding Restricted Share Awards may exercise
full voting rights with respect to such Shares and shall be entitled to receive all dividends and other distributions paid with
respect to such Shares while they are so restricted and (ii) Participants holding Restricted Share Units shall have no dividend
rights with respect to Shares subject to such Restricted Share Units other than as the Committee so provides, in its discretion,
in an Award Agreement, and shall have no voting rights with respect to such Awards. Any dividends or dividend equivalents may be
paid currently or may be credited to a Participant’s account and may be subject to such restrictions and conditions as the
Committee may establish. If the Committee determines that Restricted Shares shall be held by the Company or in escrow rather than
delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to execute
and deliver to the Company an escrow agreement satisfactory to the Committee, if applicable, and an appropriate blank share power
with respect to the Restricted Shares covered by such agreement.


 


(b)          Restrictions.   


 


(i)          Restricted
Shares awarded to a Participant shall be subject to the following restrictions until the expiration of the period during which
the Award is restricted, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an
escrow arrangement is used, the Participant shall not be entitled to delivery of the share certificate; (B) the Shares shall be
subject to the restrictions on transferability set forth in the Award Agreement; (C) the Shares shall be subject to forfeiture
for such period and subject to satisfaction of any applicable performance goals during such period, to the extent provided in the
applicable Award Agreement; and (D) to the extent such Shares are forfeited, the share certificates, if any, shall be returned
to the Company, and all rights of the Participant to such Shares and as a shareholder with respect to such shares shall terminate
without further obligation on the part of the Company.


 


(ii)         Restricted
Share Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the period during which the Award
is restricted, and the satisfaction of any applicable performance goals during such period, to the extent provided in the applicable
Award Agreement, and to the extent such Restricted Share Units are forfeited, all rights of the Participant to


 




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such Restricted Share Units shall terminate without further
obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.


 


(iii)        The
Committee shall have the authority to remove any or all of the restrictions on the Restricted Shares and Restricted Share Units
whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date
the Restricted Shares or Restricted Share Units are granted, such action is appropriate.


 


(c)          Restricted
Period.    Unless otherwise provided in an Award Agreement, an Award of Restricted Shares or Restricted Share Units that vests
solely on the basis of the passage of time (and not on the basis of any performance standards) shall not vest more rapidly than
ratably over a period of three years from the grant date beginning on the first anniversary of the Award grant date. Unless otherwise
provided in an Award Agreement, in the case of a Restricted Share or Restricted Share Units Award that vests based on performance
standards, such Award shall not vest more rapidly than immediate vesting on the first anniversary of the Award grant date. Notwithstanding
the foregoing, the vesting of a Restricted Share or Restricted Share Units Award may be accelerated upon the occurrence of certain
events as provided in the Award Agreement. Each certificate representing Restricted Shares awarded under the Plan shall bear a
legend in such form as the Company deems appropriate.


 


11.         Other
Awards.    The Committee may from time to time grant Other Awards under this Plan, including without limitation those Awards pursuant
to which a cash bonus award may be made or pursuant to which Shares may be acquired in the future, such as Awards denominated in
Shares, Share Units, securities convertible into Shares and phantom securities. The Committee, in its sole discretion, shall determine,
and provide in the applicable Award Agreement for, the terms and conditions of such Awards provided that such Awards shall not
be inconsistent with the terms and purposes of this Plan. The Committee may, in its sole discretion, direct the Company to issue
Shares subject to restrictive legends and/or stop transfer instructions which are consistent with the terms and conditions of the
Award to which such Shares relate. In addition, the Committee may, in its sole discretion, issue such Other Awards subject to the
performance criteria under Section 12 hereof.


 


12.         Performance-Based
Awards.


 


(a)          Application
to Covered Employee.    Notwithstanding any other provision of the Plan, if the Committee determines at the time any Award
is granted to a Participant that such Participant is, or is likely to be as of the end of the tax year in which the Company would
claim a tax deduction in connection with such Award, a “covered employee” within the meaning of Section 162(m)(3)
of the Code, then the Committee may provide that this Section 12 is applicable to such Award. Notwithstanding the foregoing, the
Committee may provide, in its discretion, that an Award granted to any other Participant is subject to this Section 12, to the
extent the Committee deems appropriate, whether or not Section 162(m) of the Code is or would be applicable with respect to such
Participant.


 




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(b)          Performance
Goals.    Awards under the Plan may be made subject to the achievement of Performance Criteria, which shall be performance goals
established by the Committee relating to one or more business criteria pursuant to Section 162(m) of the Code. Performance Criteria
may be applied to the Company, an Affiliate, a Parent, a Subsidiary, division, business unit, corporate group or individual or
any combination thereof and may be measured in absolute levels or relative to another company or companies, a peer group, an index
or indices or Company performance in a previous period. Performance may be measured over such period of time as determined by the
Committee. Performance Criteria that may be used to establish performance goals are: revenue
or revenue growth, index comparisons, earnings or net income (before or after taxes), operating margin or operating expense, peer
company comparisons, productivity, profit margin, return on revenue, sales growth, return on assets, share price, earnings per
share, cash flow, underwriting profit, market share, costs, debt to equity ratio, net revenue or net revenue growth, gross revenue,
total segment profit, EBITDA, adjusted diluted earnings per share, gross profit, gross profit growth, adjusted gross profit, adjusted
operating profit, earnings or earnings per share before income tax (profit before taxes), net earnings or net earnings per share
(profit after tax), compound annual growth in earnings per share, operating income or net operating income, combined ratio or loss
ratio, total or compound shareholder return, return on tangible equity, gross written premiums, return on invested capital, book
value or growth in book value, growth in tangible equity per share, pre-tax and pre-interest expense return on average invested
capital, which may be expressed on a current value basis, or sales growth, marketing, operating or workplan goals. Performance
will be evaluated by excluding the effect of any extraordinary, unusual or non-recurring items that occur during the applicable
Performance Period. The performance goals for each Participant and the amount payable if those goals are met shall be established
in writing for each specified period of performance by the Committee no later than 90 days after the commencement of the period
of service to which the performance goals relate and while the outcome of whether or not those goals will be achieved is substantially
uncertain. However, in no event will such goals be established after 25% of the period of service to which the goals relate has
elapsed. The performance goals shall be objective. Such goals and the amount payable for each performance period if the goals are
achieved shall be set forth in the applicable Award Agreement. Following the conclusion or acceleration of each Performance Period,
the Committee shall determine the extent to which (i) Performance Criteria have been attained, (ii) any other terms and conditions
with respect to an Award relating to such Performance Period have been satisfied, and (iii) payment is due with respect to a performance-based
Award. No amounts shall be payable to any Participant for any Performance Period unless and until the Committee certifies that
the Performance Criteria and any other material terms were in fact satisfied.


 


(c)          Adjustment
of Payment.    With respect to any Award that is subject to this Section 12, the Committee may adjust downwards, but not
upwards, the amount payable pursuant to such Award. The applicable Award Agreement may permit an acceleration of the Performance
Period and an adjustment of performance targets and payments with respect to some or all of the performance-based Award(s) awarded
to a Participant, upon such terms and conditions as shall be set forth in the Award Agreement,


 




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upon the occurrence of certain events,
which may, but need not, include without limitation a Fundamental Change, the Participant’s death or Disability, a change
in accounting practices of the Company or its Affiliates, a reclassification, share dividend, share split or share combination,
or other event as provided in Section 13(f) hereof; provided, however, that any such acceleration or adjustment shall be made only
to the extent and in a manner consistent with Section 162(m) of the Code.


 


(d)          Other
Restrictions.    The Committee shall have the power to impose such other restrictions on Awards subject to this Section 12
as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation”
within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.


 


13.         General
Provisions.


 


(a)          Effective
Date of this Plan.    This Plan shall become effective as of the Effective Date, provided that the Plan has been approved by the
shareholders of the Company within one (1) year after the date the Plan is adopted by the Board.


 


(b)          Duration
of this Plan; Date of Grant.    This Plan shall remain in effect for a term of ten (10) years following the Effective Date or
until all Shares subject to the Plan shall have been purchased or acquired according to the Plan’s provisions, whichever
occurs first, unless this Plan is sooner terminated pursuant to Section 13(e) hereof. No Awards shall be granted pursuant to the
Plan after such Plan termination or expiration, but outstanding Awards may extend beyond that date. The date and time of approval
by the Committee of the granting of an Award shall be considered the date and time at which such Award is made or granted, or such
later effective date as determined by the Committee, notwithstanding the date of any Award Agreement with respect to such Award;
provided, however, that the Committee may grant Awards other than Incentive Share Options to Associates or to persons who are about
to become Associates, to be effective and deemed to be granted on the occurrence of certain specified contingencies, provided that
if the Award is granted to a non-Associate who is about to become an Associate, such specified contingencies shall include, without
limitation, that such person becomes an Associate.


 


(c)          Right
to Terminate Service.    Nothing in this Plan or in any Award Agreement shall confer upon any Participant the right to continue
in the employment or other service of the Company or any Affiliate or affect any right which the Company or any Affiliate may have
to terminate or modify the employment or other service of the Participant with or without cause.


 


(d)          Tax
Withholding.    The Company shall withhold from any payment of cash or Shares to a Participant or other person an amount sufficient
to cover the employer’s required minimum statutory withholding taxes, including the Participant’s social security and
Medicare taxes (FICA) and federal, state and local income tax with respect to income arising from the Award. The Company shall
have the right to require the payment of any such taxes before issuing any Shares pursuant to the Award. In lieu


 




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of all or any part of a cash payment from a person receiving
Shares under this Plan, the Committee may, in the applicable Award Agreement or otherwise, permit a person to cover all or any
part of the required withholdings, and to cover any additional withholdings up to the amount needed to cover the employer’s
minimum statutory withholding taxes, including the Participant’s FICA and federal, state and local income tax with respect
to income arising from payment of the Award, through a reduction of the numbers of Shares delivered to such person or a delivery
or tender to the Company of Shares held by such person, in each case valued in the same manner as used in computing the withholding
taxes under applicable laws. Notwithstanding the foregoing, no Shares shall be withheld with a value exceeding the employer’s
required minimum amount of tax required to be withheld by law.


 


(e)          Amendment,
Modification and Termination of this Plan.    Except as provided in this Section 13(e), the Board may at any time amend, modify,
terminate or suspend this Plan. Except as provided in this Section 13(e), the Committee may at any time alter or amend any or all
Award Agreements under this Plan to the extent permitted by law, in which event, the term “Award Agreement” shall mean
the Award Agreement as so amended. Any such alterations or amendments may be made unilaterally by the Committee, subject to the
provisions of this Section 13(e), unless such amendments are deemed by the Committee to be materially adverse to the Participant
and are not required as a matter of law. Amendments to this Plan are subject to approval of the shareholders of the Company only
as required by applicable law or regulation, or if the amendment increases the total number of shares available under this Plan,
except as provided in Section 13(f). No termination, suspension or modification of this Plan may materially and adversely affect
any right acquired by any Participant under an Award granted before the date of termination, suspension or modification, unless
otherwise provided in an Award Agreement or otherwise or required as a matter of law. It is conclusively presumed that any adjustment
for changes in capitalization provided for in Sections 9(b), 12(c) or 13(f) hereof does not adversely affect any right of a Participant
or other person under an Award. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary
or advisable to provide eligible Associates with the maximum benefits provided or to be provided under the provisions of the Code
relating to Incentive Share Options or to the provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted
under it into compliance therewith.


 


(f)          Adjustment
for Changes in Capitalization.    Appropriate adjustments in the aggregate number and type of securities that may be issued, represented,
and available for Awards under this Plan, in the limitations on the number and type of securities that may be issued to an individual
Participant, in the number and type of securities and amount of cash subject to Awards then outstanding, in the Option purchase
price as to any outstanding Options, in the purchase price as to any outstanding Share Appreciation Rights, and, subject to Sections 9(b)
and 12(c) hereof, in outstanding Performance Shares and performance-based Awards and payments with respect to outstanding Performance
Shares and performance-based Awards, and comparable adjustments, if applicable, to any outstanding Other Award, automatically shall
be made to give effect to adjustments made in the number or type of Shares through a


 




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Fundamental Change, divestiture, distribution of assets
to shareholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, share dividend, share
split, reverse share split, share combination or exchange or consolidation, rights offering, spin-off or other relevant change
or similar or analogous change under applicable Bermuda law, provided that fractional Shares shall be rounded down to the nearest
whole Share.


 


(g)          Other
Benefit and Compensation Programs.    Payments and other benefits received by a participant under an Award shall not be deemed
a part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws
and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract
or similar arrangement provided by the Company or an Affiliate, unless expressly so provided by such other plan, contract or arrangement
or the Committee determines that an Award or portion of an Award should be included to reflect competitive compensation practices
or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.


 


(h)          Unfunded
Plan.    This Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented
by Awards under this Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of
any amounts to be paid under this Plan nor shall anything contained in this Plan or any action taken pursuant to its provisions
create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant or Successor.
To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of
an unsecured general creditor of the Company.


 


(i)          Limits
of Liability.


 


(i)          Any
liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligations created
by this Plan and the Award Agreement.


 


(ii)         Except
as may be required by law, neither the Company nor any member or former member of the Board or the Committee, nor any other person
participating (including participation pursuant to a delegation of authority under Section 3(c) hereof) in any determination of
any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to
any party for any action taken, or not taken, in good faith under this Plan.


 


(iii)        To
the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee delegates
or has delegated authority under this Plan shall be entitled to indemnification by the Company against any loss, liability, judgment,
damage, cost and reasonable expense incurred by such member, former member or other person by reason of


 




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any action taken, failure to act or determination made in
good faith under or with respect to this Plan.


 


(j)          Compliance
with Applicable Legal Requirements.    The Company shall not be required to issue or deliver a certificate for Shares distributable
pursuant to this Plan unless the issuance of such certificate complies with all applicable legal requirements including, without
limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended and in effect
from time to time or any successor statute, the Exchange Act and the requirements of the exchanges, if any, on which the Company’s
Shares may, at the time, be listed.


 


(k)          Deferrals
and Settlements.    The Committee may require or permit Participants to elect to defer the issuance of Shares or the settlement
of Awards in cash under such rules and procedures as it may establish under this Plan. It may also provide that deferred settlements
include the payment or crediting of interest on the deferral amounts.


 


(l)          Acceleration.    The Committee shall have the power to accelerate the time at which an Award may first be exercised or the time during which an
Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award or the Plan stating
the time at which it may first be exercised or the time during which it will vest.


 


(m)        Forfeiture.    The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable
vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality,
or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant, a termination
of the Participant’s Continuous Service for Cause, or other conduct by the Participant that is detrimental to the business
or reputation of the Company and/or its Affiliates.


 


(n)          Clawback
and Noncompete.    Notwithstanding any other provisions of this Plan, any Award which is subject to recovery under any law, government
regulation, stock exchange listing requirement, or Company policy, will be subject to such deductions and clawback as may be required
to be made pursuant to such law, government regulation or stock exchange listing requirement, or any policy adopted by the Company
pursuant to any such law, government regulation or stock exchange listing requirement or otherwise. In addition and notwithstanding
any other provisions of this Plan, any Award shall be subject to such noncompete provisions under the terms of the Award Agreement
or any other agreement or policy adopted by the Company, including, without limitation, any such terms providing for immediate
termination and forfeiture of an Award if and when a Participant becomes an employee, agent or principal of a competitor without
the express written consent of the Company.


 




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(o)          Sub-plans.    The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or
other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations
and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of
the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.


 


(p)          Plan
Headings.    The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction
of the provisions hereof.


 


(q)          Non-Uniform
Treatment.    The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among
persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee
shall be entitled to make non-uniform and selective determinations, amendments and adjustments and to enter into non-uniform and
selective Award Agreements.


 


14.         Substitute
Awards.    Awards may be granted under this Plan from time to time in substitution for awards held by employees or other service
providers of other corporations who are about to become Associates, or whose employer (or entity with respect to which such individual
provides services) is about to become a Subsidiary of the Company, as the result of a merger or consolidation of the Company or
a Subsidiary of the Company with another corporation, the acquisition by the Company or a Subsidiary of the Company of all or substantially
all the assets of another corporation or the acquisition by the Company or a Subsidiary of the Company of at least 50% of the issued
and outstanding stock of another corporation. The terms and conditions of the substitute Awards so granted may vary from the terms
and conditions set forth in this Plan to such extent as the Board at the time of the grant may deem appropriate to conform, in
whole or in part, to the provisions of the Awards in substitution for which they are granted, but with respect to Awards which
are Incentive Share Options, no such variation shall be permitted which affects the status of any such substitute option as an
Incentive Share Option.


 


15.         Governing
Law.    To the extent that United States federal laws do not otherwise control, this Plan and all determinations made and actions
taken pursuant to this Plan shall be governed by the internal laws New York, and construed accordingly, except for those matters
subject to The Companies Act, 1981 of Bermuda (as amended), which shall be governed by such law, without giving effect to principles
of conflicts of laws, and construed accordingly.


 


16.         Severability.    In
the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not
been included.


 


17.         Section
409A.    The Plan is intended to 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 administered to be in compliance therewith. Any payments that are due
within


 




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the short-term deferral period as defined in Section 409A of the
Code shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary
in the Plan, to the extent required to avoid adverse tax consequences 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-month period immediately following
the Participant’s termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary
of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing,
neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any tax or penalty
under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant or otherwise
for such tax or penalty.


 




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