a102formoftriton2022rsua






      TRITON INTERNATIONAL LIMITED  AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN    NOTICE OF RESTRICTED SHARE UNIT GRANT    You (“Grantee”) have been granted by Triton International Limited (the “Company”) the  following number of Restricted Share Units (the “RSUs”) pursuant to the Triton International Limited  Amended and Restated 2016 Equity Incentive Plan (the “Plan”). The RSUs are subject to all of the terms  and conditions as set forth in the Plan, this Notice of Restricted Share Unit Grant (the “Notice”) and the  Restricted Share Unit Award Agreement (the “Award Agreement”), including any additional terms and  conditions for Grantee's country of residence set forth in the Appendix attached hereto (the “Appendix”).   Each RSU is equivalent to one common share of the Company, par value $0.01 per share (a “Share”), for  purposes of determining the number of Shares subject to the RSU grant.     Name of Grantee: [   ]           Overall Target Number of RSUs:  [   ]        Number of Time Vesting RSUs Only [   ], plus Minimum Performance RSUs [   ]: [   ]     Additional RSUs if Target Performance Vesting Met: [   ]     Further Additional RSUs if Maximum Performance Vesting Met: [   ]               Effective Date of Grant:    [   ]    Vesting Date: [ ], subject to earlier vesting or forfeiture  pursuant to the terms of the Plan and the  attached Award Agreement, including as a result  of a Termination of Service, and subject to  meeting performance criteria for those RSUs  that are also subject to meeting the performance  criteria set forth on the exhibit attached hereto.      Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Plan.    By your signature and the signature of the Company's representative below (or by electronically  accepting this award pursuant to the procedures established by the Company’s stock plan administrator),  you and the Company agree that these RSUs are granted under and governed by the terms and conditions  of this Notice, the Plan and the Award Agreement, both of which are attached to and made a part of this  document.    GRANTEE:     TRITON INTERNATIONAL LIMITED:          By:          Title:        





 






      Triton International Limited  Amended and Restated 2016 Equity Incentive Plan    Exhibit to Notice of Restricted Share Unit Grant with Effective   Date of [   ]                   Performance Period:  [   ] to [   ]    Performance-based compensation criteria for RSU grants                   The number of performance-based RSUs that will vest will be based on the attainment of the performance  criteria set forth for Relative Total Shareholder Return and Adjusted Return on Equity for the  Performance Period.  Performance criteria will be weighted equally between the results attained for  Relative Total Shareholder Return and Adjusted Return on Equity.    1. 50% - Relative Total Shareholder Return.    Total Shareholder Return (“TSR”) is a rate of return reflecting stock price appreciation, plus reinvested  dividends and distributions in additional shares of stock, taking into account stock splits or other similar  events (as applicable), from the beginning of the Performance Period through the end of the Performance  Period.     The following peer companies will be used for calculating the Relative TSR component:    [Peer group companies and weightings to be included.]    The payout for the Relative TSR component will range from 50% to [150] [200]% of target based on the  ranking of the Company’s TSR relative to the TSR of the applicable peer group established hereunder  (the “Peer Group”) over the applicable Performance Period.       For this purpose, stock prices at the beginning and end of the Performance Period will be determined  using the volume weighted average trading price for the 90-day period ending on each such date, as  applicable.    The table below summarizes the Relative TSR component payout level as a percent of target based on the  Company’s TSR rank.     Performance Level* TSR Rank Attained % of Target Payout  Threshold 25th percentile or below 50  Target 50th percentile 100  Maximum 75th percentile or above [150] [200]      *Results that fall between performance levels will be interpolated on a straight-line basis.    In the event of a tie between the Company and a member of the Peer Group in TSR ranking for a  Performance Period (including TSR rankings within 1/10th of one percent), the Company will be ranked  above the applicable member of the Peer Group for the applicable Performance Period.    





 






      2. 50% - Adjusted Return on Equity (ROE).    Adjusted Return on Equity (“ROE”) will be calculated as the average for each of the quarters in the  Performance Period of (a) the Company’s reported annualized adjusted net income applicable to the  Company’s common shareholders, divided by (b) the average of the Company’s beginning and ending  common shareholders’ equity as reported under GAAP.    The table below summarizes the ROE component payout level as a percent of target based on the  Company’s ROE attained for the Performance Period.     Performance Level*     ROE Attained % of Target Payout  Threshold [   ]% or less 50  Target [   ]% 100  Maximum [   ]% or more [150] [200]    *Results that fall between performance levels will be interpolated on a straight-line basis.    Payout levels for the TSR and ROE components will be averaged to determine the final payout under the  performance-based RSUs.    The Committee (as defined in the Plan) shall make all determinations necessary or appropriate to  determine the number of performance-based RSUs that may vest. In particular, the Committee may, in its  sole discretion, make adjustments to the results or ROE target levels as it deems appropriate to take into  account significant capital allocation actions during the Performance Period. Any adjustments or  determinations by the Committee with respect to the performance-based RSUs will be binding on Grantee  and all interested parties.    In the event the number of performance-based RSUs under this exhibit is not a whole number, then the  final number of performance-based RSUs shall be rounded down to the nearest whole number.    





 






  Page 1 of 12    TRITON INTERNATIONAL LIMITED  RESTRICTED SHARE UNIT AWARD AGREEMENT    SECTION 1. GRANT OF RESTRICTED SHARE UNITS.    (a) RESTRICTED SHARE UNITS. On the terms and conditions set forth in the Triton  International Limited Amended and Restated 2016 Equity Incentive Plan (the “Plan”), the Notice of  Restricted Share Unit Grant (the “Notice”) and this Restricted Share Unit Award Agreement (the “Award  Agreement”), including any additional terms and conditions for Grantee's country of residence set forth in  the Appendix attached hereto (the “Appendix”), the Company grants to Grantee on the Effective Date of  Grant the number of Restricted Share Units (the “RSUs”) set forth in the Notice.  For purposes of this  Award Agreement, to the extent Grantee is not employed by the Company, the “Employer” means the  member of the Group that employs Grantee.     (b) PLAN AND DEFINED TERMS.  The RSUs are granted pursuant to the Plan, a  copy of which Grantee acknowledges having received.  All terms, provisions, and conditions applicable  to the RSUs set forth in the Plan and not set forth herein are hereby incorporated by reference herein.  To  the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will  govern.  All capitalized terms that are used in this Award Agreement and not otherwise defined herein  shall have the meanings ascribed to them in the Plan.    SECTION 2. RIGHT TO RESTRICTED SHARE UNITS AND DIVIDEND EQUIVALENT RIGHTS  OR RETURN OF CAPITAL.    (a) Grantee shall not be entitled to the Shares underlying the RSUs until such RSUs vest  and the Committee, in its sole discretion, determines the number RSUs (if any) that  have vested.  The Notice contains the vesting schedule (the “Vesting Schedule”).    (b) All Dividend Equivalent Rights or return of capital distributions on Shares underlying  the RSUs shall accrue on the books of the Company for the benefit of Grantee, but  shall only become payable if and to the extent the RSUs vest, regardless of whether or  not vesting is contingent upon continued employment, the achievement of  performance goals, or both.    (c) Subject to the terms and conditions of the Plan, the Notice and this Award  Agreement, each vested RSU, plus related vested Dividend Equivalent Rights and  return of capital distributions, shall be paid to Grantee as soon as practical after the  applicable Vesting Date, but in no event later than sixty (60) days following the  Vesting Date; provided, however, that Grantee will not be permitted, directly or  indirectly, to designate the taxable year of the distribution.     (d) For purposes of this Award Agreement, if Grantee is employed in the United States,  the “date of Termination of Service” means the effective date of Grantee's  Termination of Service.  If Grantee is employed outside of the United States, the  “date of Termination of Service” means the earliest of (i) the date on which notice of  Termination of Service is provided to Grantee, (ii) the last day of Grantee's active  service with the Employer or (iii) the last day on which Grantee is an employee of the  Employer, as determined in each case, without including any required advanced  notice period and irrespective of the status of the termination under local labor or  employment laws.    





 






  Page 2 of 12    (e) As a condition of the RSU grant, Grantee agrees to repatriate all payments attributable  to the RSUs in accordance with local foreign exchange rules and regulations in  Grantee's country of residence (and country of employment, if different).  In addition,  Grantee agrees to take any and all actions, and consents to any and all actions taken  by the Employer, the Company and any member of the Group as may be required to  allow the Employer, the Company and any member of the Group to comply with local  laws, rules and regulations in Grantee's country of residence (and country of  employment, if different).  Finally, Grantee agrees to take any and all actions that  may be required to comply with Grantee's personal legal and tax obligations under  local laws, rules and regulations in Grantee's country of residence (and country of  employment, if different).    SECTION 3. TERMINATION OF SERVICES AND CHANGE OF CONTROL.    (a) TERMINATION OF SERVICE.    (i) If the Termination of Service is by (x) the Company for Cause (as defined in the  Plan), (y) a Nonemployee Director or Consultant for any reason, or (z) an Employee without  Good Reason (as defined in the Plan), all unvested RSUs shall be forfeited upon the date of  Termination of Service.    (ii) If the Termination of Service is a result of an Employee’s death or being  Disabled, all unvested RSUs shall vest as of the date of the Employee's death, or date of  Termination of Service if the Employee is Disabled, and shall be payable no later than sixty (60)  days following death or such Termination of Service, except that for unvested RSUs that are also  subject to performance vesting conditions, those unvested RSUs shall continue to vest in  accordance with the Vesting Schedule and payment (if any) will be based on the attainment of  performance criteria as of the end of the Performance Period.    (iii) If the Termination of Service is by (x) the Company without Cause or (y)  Grantee with Good Reason, all unvested RSUs which were not granted during the calendar year  in which such Termination of Service occurs shall vest and be payable no later than sixty (60)  days following such Termination of Service, except that for unvested RSUs that are also subject  to performance vesting conditions, those unvested RSUs shall continue to vest in accordance with  the Vesting Schedule and payment (if any) will be based on the attainment of performance  criteria as of the end of the Performance Period.  Any RSUs granted during the calendar year of  Termination of Service shall be forfeited on the date of Termination of Service.    (b) CHANGE OF CONTROL. Notwithstanding the Vesting Schedule and anything set  forth in the Plan to the contrary, if a Change of Control (as defined in the Plan) occurs, and within twenty- four (24) months following the occurrence of such Change in Control, Grantee experiences a Termination  of Service by the Company other than for Cause or by Grantee for Good Reason, all unvested RSUs shall  automatically vest in full upon the date of Termination of Service and shall be payable no later than sixty  (60) days following such Termination of Service.      SECTION 4. NATURE OF GRANT.  In accepting the RSU grant, Grantee acknowledges, understands  and agrees that:    (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it  may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted  by the Plan;  





 






  Page 3 of 12      (b) the grant of RSUs is exceptional, voluntary and occasional and does not create any  contractual or other right to receive future RSUs, or benefits in lieu of RSUs, even if RSUs have been  granted in the past;    (c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the  sole discretion of the Company;    (d) Grantee is voluntarily participating in the Plan;    (e) the RSUs and the Shares subject to the RSUs, and the income from and value of same,  are not intended to replace any pension rights or compensation;    (f) the RSUs and the Shares subject to the RSUs, and the income from and value of same,  are not intended to replace any pension rights or compensation and are not part of normal or expected  compensation for purposes of, including calculating any severance, resignation, termination, redundancy,  dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or  welfare benefits or similar payments;    (g) unless otherwise agreed with the Company in writing, the RSUs and the Shares subject to  the RSUs, and the income from and value of same, are not granted as consideration for, or in connection  with, the service Grantee may provide as a director of a subsidiary of the Company;    (h) the future value of the underlying Shares is unknown, indeterminable and cannot be  predicted with certainty;    (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the  RSUs resulting from Grantee’s Termination of Service (for any reason, whether or not later found to be  invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of  Grantee's employment agreement, if any);     (j) for purposes of the RSUs, Grantee’s employment relationship will be considered  terminated as of the date Grantee is no longer actively providing services to the Company, the Employer  or any member of the Group (regardless of the reason for such termination and whether or not later found  to be invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms  of Grantee’s employment agreement, if any), and such date will not be extended by any notice period  (e.g., the period of employment would not include any contractual notice period or any period of “garden  leave” or similar period mandated under employment laws in the jurisdiction where Grantee is employed  or the terms of Grantee’s employment agreement, if any); the Committee shall have the exclusive  discretion to determine when Grantee is no longer actively providing services for purposes of the RSU  grant (including whether Grantee may still be considered to be providing services while on a leave of  absence);    (k) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and  the benefits evidenced by this Award Agreement do not create any entitlement to have the RSUs or any  such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted  for, in connection with any corporate transaction affecting the Shares;    (l) neither the Company nor the Employer shall be liable for any foreign exchange rate  fluctuation between Grantee's local currency and the United States Dollar that may affect the value of this  Award or of any amounts due to Grantee pursuant to the settlement of the RSU or the subsequent sale of  





 






  Page 4 of 12    any Shares acquired upon settlement; and    (m) the Company is not providing any tax, legal or financial advice, nor is the Company  making any recommendations regarding Grantee’s participation in the Plan or Grantee’s acquisition or  sale of the Shares. Grantee should consult with his or her personal tax, legal and financial advisors  regarding his or her participation in the Plan before taking any action related to the Plan.    SECTION 5. RESTRICTIVE COVENANTS.  In consideration for receiving the RSU Grant, except to  the extent this provision is expressly unenforceable or unlawful under applicable law, the Grantee agrees  to the following restrictive covenants (“Restrictive Covenants”):     (a) NON-COMPETITION.  During the period the Grantee is an employee of the Company  or any Related Company and during the twelve (12) months thereafter (the “Restricted Period”), the  Grantee shall not, without the express approval of the Company, directly or indirectly,  own, manage,  operate,  invest in, whether as a proprietor, partner, shareholder, member, lender, director, officer,  employee,  agent, representative or other participant, or otherwise engage or participate in any business or  enterprise engaged in the leasing, financing, managing  or sale of intermodal marine cargo containers or  intermodal chassis, in the Territory (“Competitive Business”) (but a Competitive Business does not  include shipping lines, terminals, or the wider container shipping industry) without regard to (A) whether  the Competitive Business has its office or other business facilities within or without the Territory, (B)  whether any of the activities of the Grantee referred to above occur or are performed within or without the  Territory or (C) whether the Grantee resides, or reports to an office, within or without the Territory;  provided, however, that (x) the Grantee may, anywhere in the Territory, directly or indirectly, in one or a  series of transactions, own, invest or acquire an interest in up to five percent (5%) of the capital share of a  corporation whose capital share is traded publicly, or that (y) such Grantee may accept employment with  a successor company to the Company.     The Grantee shall not be deemed to be engaged in a Competitive Business if he or she is  employed at a company that is not engaged in a Competitive Business but which has a sister company  that is engaged in a Competitive Business if the Grantee has no involvement, direct or indirect, in the  sister company whatsoever; and    (b) NON-SOLICITATION.  For the duration of the Restricted Period, the Grantee shall not  (A) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence  any proprietor, partner, shareholder, member, lender, director, officer, employee, sales agent, lessor,  customer, supplier, agent, representative or any other Person which has a business relationship with the  Company or a Related Company or had a business relationship with the Company or a Related Company  within the twenty-four (24) month period preceding the date of the incident in question (other than a  customer or supplier who has a business relationship with the Grantee’s new employer (if any)), to  discontinue, reduce or modify such employment, agency or business relationship with the Company or a  Related Company, or (B) employ or seek to employ or cause any Competitive Business to employ or seek  to employ any Person who is then (or was at any time within twelve (12) months prior to the date such  Grantee or the Competitive Business employs or seeks to employ such Person) employed or retained by  the Company or a Related Company; and    (c) CONFIDENTIAL INFORMATION.  During and after his or her employment with the  Company or a Related Company, the Grantee will not, directly or indirectly in one or a series of  transactions disclose to any Person or use or otherwise exploit for the Grantee’s own benefit or for the  benefit of anyone other than the Company or its subsidiaries any Confidential Information (as defined  below) whether prepared by the Grantee or not, provided, however, that any Confidential Information  may be disclosed to officers, representatives, employees and agents of the Company or its Related  





 






  Page 5 of 12    Companies who need to know such Confidential Information in order to perform the services or  conduct the operations required or expected of them in the Business.  The Grantee shall not remove  any documents or materials containing Confidential Information from the premises of the Company  or its Related Companies or make copies (including electronic copies) of such documents or  materials, except for use in the Company’s business and in accordance with the Company’s policies  regarding security of confidential information.  During the term of employment, the Grantee shall use  the Grantee’s commercially reasonable efforts to cause all Persons to whom Confidential Information  shall be disclosed by the Grantee hereunder to observe the terms and conditions set forth herein as  though each such Person or entity was bound hereby. After the term of employment, the Grantee shall  not disclose Confidential Information other than to his or her advisors, representatives and agents who  execute a confidentiality agreement whereby they will agree to observe the confidentiality terms and  conditions set forth herein.  The Grantee shall have no obligation hereunder to keep confidential any  Confidential Information if and to the extent disclosure of any thereof is specifically required by law;  provided, however, that in the event disclosure is required by applicable law, the Grantee shall  provide the Company with prompt notice of such requirement to the extent allowed by law, prior to  making any disclosure, so that the Company may seek an appropriate protective order.  At the request  of the Company, the Grantee agrees to deliver to the Company all Confidential Information which the  Grantee may possess or control.  The Grantee agrees that all Confidential Information of the  Company and Related Companies (whether now or hereafter existing) conceived, discovered or made  by him or her during his or her employment with the Company or its Related Companies exclusively  belongs to the Company and its direct and indirect subsidiaries (and not to the Grantee).  The Grantee  will promptly disclose such Confidential Information to the Company and its Related Companies and  perform all actions reasonably requested by the Company and its Related Companies to establish and  confirm such exclusive ownership.      As used herein, the term “Confidential Information” means any confidential information including,  without limitation, any study, data, calculations, software storage media or other compilation of  information, patent, patent application, copyright, trademark, trade name, service mark, service name,  trade secrets, supplier lists and contacts, customer lists and contacts, the fact of and terms of  (including without limitation, pricing terms) supplier, customer or consultant contracts, pricing  policies, business techniques, operational methods, marketing plans or strategies, product  development techniques or plans, business acquisition plans or any portion or phase of any scientific  or technical information, discoveries, designs, computer programs (including source of object codes),  processes, procedures, formulas, improvements or other proprietary or intellectual property of the  Company or its subsidiaries, whether or not in written or tangible form, and whether or not registered,  and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans,  reports, records, documents and other evidence thereof.  The term “Confidential Information” does  not include, and there shall be no obligation hereunder with respect to, information that becomes  generally available to the public other than as a result of a disclosure by such Grantee that is  prohibited hereunder; and    (d) NON-DISPARAGEMENT.  During and after his or her employment with the Company  or a Related Company, Grantee shall not make any false, defamatory or disparaging statements about  the Company or its Related Companies or the officers, employees or directors of the Company or its  Related Companies.  Nothing in this paragraph, however, shall prevent Grantee from  providing truthful testimony or information in any proceeding or in response to any request  from any governmental agency, or judicial, arbitral or self-regulatory forum, or as otherwise  required by applicable law.    





 






  Page 6 of 12    If the Grantee breaches any of the Restrictive Covenants without the Company’s written  consent, all unvested RSUs shall be immediately forfeited.  Further, in addition to any other  remedies allowed by law or contract, the Grantee acknowledges that the amount of damages that  would derive from the breach of any of the Restrictive Covenants is not readily ascertainable and  agrees that in the event of breach of any of the Restrictive Covenants, the Company will also  have the right to seek injunctive and/or other equitable relief in any court of competent  jurisdiction to enforce the Restrictive Covenants.     Definitions Applicable to this Section 5:    “Person” means any individual, corporation, partnership, limited liability company, joint  venture, association, joint-stock company, trust, unincorporated organization, governmental  entity or any other entity.    "Related Company" means all direct and indirect subsidiaries of the Company.    "Territory" means the United States of America and each jurisdiction or other country in which  (i) the Business was conducted by or engaged in by the Company or its subsidiaries or in which  the Company sought to conduct the Business on or prior to the date hereof or (ii) the Business is  conducted by or engaged in by the Company or its subsidiaries or in which the Company seeks  to conduct the Business at any time during the Grantee’s employment by the Company or its  subsidiaries.    SECTION 6. MISCELLANEOUS PROVISIONS.    (a) TAX WITHHOLDING.  The Company or the Employer may make such provisions as  are necessary or appropriate for the withholding of any or all federal, state, local or foreign income tax,  social insurance, payroll tax, fringe benefit tax, payment on account or other tax related-items (“Tax  Related-Items”) on the Shares and Dividend Equivalent Rights and return of capital distributions, in  accordance with Article 19 of the Plan, as applicable.  Regardless of any action by the Company or the  Employer, Grantee acknowledges that the ultimate liability for all Tax Related-Items associated with the  RSUs is and remains Grantee’s responsibility and may exceed the amount actually withheld, and the  Company and the Employer (i) make no representations or undertakings regarding the treatment of any  Tax Related-Items in connection with any aspect of the RSUs, including the grant of the RSUs, the  vesting of the RSUs, the subsequent sale of Shares acquired pursuant to the RSUs and the receipt of any  Dividend Equivalent Rights and return of capital distributions; and (ii) do not commit to structure the  terms of the grant or any aspect of RSUs to reduce or eliminate Grantee’s liability for Tax Related-Items.   Further, if Grantee is subject to tax in more than one jurisdiction, Grantee acknowledges that the  Company and/or the Employer (or former employer, as applicable) may be required to withhold or  account for Tax Related-Items in more than one jurisdiction.    In the event the withholding requirements are not satisfied through the withholding of Shares or  Grantee's regular salary and/or wages or other amounts payable to Grantee, no Shares will be issued to  Grantee unless and until satisfactory arrangements (as determined by the Company) have been made by  Grantee with respect to the payment of any Tax-Related Items which the Company determines, in its sole  discretion, must be withheld or collected with respect to the RSUs.  If Grantee is subject to taxation in  more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer may be  required to withhold or account for Tax-Related Items in more than one jurisdiction.  By accepting the  this RSU grant, Grantee expressly consents to the withholding of Shares and/or the withholding of  





 






  Page 7 of 12    amounts from Grantee's regular salary and/or wages, or other amounts payable to Grantee, as provided for  hereunder.  All other Tax-Related Items related to the RSUs and any Shares acquired pursuant to the  vesting of the RSUs are Grantee's sole responsibility.      (b) RIGHTS AS A SHAREHOLDER.  Neither Grantee nor Grantee's representative shall  have any rights as a Shareholder with respect to any Shares subject to the RSUs until the RSUs have  vested and Shares have been issued in Grantee’s name in book entry form, as the case may be.  Until the  issuance of such Shares, Grantee shall not be entitled to vote the Shares represented by the RSUs, shall  not be entitled to receive dividends or distributions attributable to such Shares, and shall not have any  other rights as a shareholder.    (c) DATA PRIVACY. The collection, use and transfer, in electronic or other form, of  Grantee’s personal data as described in this Award Agreement and any other RSU award materials will be  in accordance with the Employer’s data protection notice (the “Employer Data Protection Notice”), where  applicable.  Such personal data may be collected, used and transferred by and among, as applicable, the  Company, the Employer, any member of the Group and any third parties assisting (presently or in the  future) with the implementation, administration and management of the Plan, for the exclusive purpose of  implementing, administering and managing Grantee’s participation in the Plan.  Where required under  applicable law, personal data also may be disclosed to certain securities or other regulatory authorities  where the Shares are listed or traded or regulatory filings are made, or to certain tax authorities for  compliance with the Company’s, the Employer’s and/or Grantee’s tax obligations.    (d) APPENDIX.  If applicable, the RSUs are subject to any additional terms and conditions  for the country set forth in the Appendix to this Award Agreement.  If Grantee relocates to another  country, the terms and conditions for that country (if any) will apply to Grantee to the extent the  Company determines, in its sole discretion, that applying such terms and conditions are necessary or  advisable to comply with local law, rules and regulations or to facilitate the operation and administration  of this Award Agreement and the Plan (or the Company may establish alternative terms and conditions as  may be necessary or advisable to accommodate Grantee's transfer). The Appendix constitutes part of this  Award Agreement.    (e) LANGUAGE.  By accepting this Award Agreement, Grantee acknowledges that he or  she is proficient in the English language, or has consulted with an advisor who is proficient in the English  language, so as to enable Grantee to understand the provisions of this Award Agreement and the Plan.  If  Grantee has received this Award Agreement or any other document related to the Plan translated into a  language other than English and if the meaning of the translated version is different than the English  version, the English version will control.    (f) ELECTRONIC DELIVERY AND PARTICIPATION.  The Company may, in its sole  discretion, decide to deliver any documents related to current or future participation in the Plan by  electronic means.  Grantee hereby consents to receive such documents by electronic delivery and agrees  to participate in the Plan through an on-line or electronic system established and maintained by the  Company or a third party designated by the Company.    (g) IMPOSITION OF OTHER REQUIREMENTS.  The Company reserves the right to  impose other requirements on the RSUs, any payment made pursuant to the RSUs, and Grantee's  participation in the Plan, to the extent the Company determines, in its sole discretion, that such other  requirements are necessary or advisable in order to comply with local law, rules and regulations or to  facilitate the operation and administration of the RSUs and the Plan.  Such requirements may include  requiring Grantee to sign any agreements or undertakings that may be necessary to accomplish the  foregoing.  





 






  Page 8 of 12      (h) INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.  Grantee  acknowledges that, depending on his or her country of residence, the broker’s country of establishment, or  where the Shares are listed, Grantee may be subject to insider trading restrictions and/or market abuse  laws in applicable jurisdictions, which may affect Grantee’s ability to, directly or indirectly, accept,  acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs), or rights  linked to the value of Shares, during such times as Grantee is considered to have “inside information”  regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or  Grantee's country of residence). Local insider trading laws and regulations may prohibit the cancellation  or amendment of orders Grantee places before possessing the inside information.  Furthermore, Grantee  may be prohibited from (i) disclosing inside information to any third party, including fellow employees  (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or  sell securities.  Any restrictions under these laws or regulations are separate from and in addition to any  restrictions that may be imposed under any applicable Company insider trading policy.  Grantee is  responsible for ensuring compliance with any applicable restrictions and should consult his or her  personal legal advisor on this matter.    (i) EXCHANGE CONTROLS; FOREIGN ASSET/ACCOUNT REPORTING.  Grantee  acknowledges that Grantee's country of residence may have certain exchange controls, foreign asset  and/or account reporting requirements that may affect Grantee’s ability to acquire or hold Shares under  the Plan or cash received from participating in the Plan (including from any dividends received or sale  proceeds arising from the sale of Shares) in a brokerage or bank account outside Grantee's country of  residence.  Grantee may be required to report such accounts, assets or transactions to the tax or other  authorities in Grantee's country of residence. Grantee also may be required to repatriate sale proceeds or  other cash received as a result of Grantee’s participation in the Plan to Grantee's country of residence  through a designated bank or broker and/or within a certain time after receipt. Grantee acknowledges that  it is Grantee’s responsibility to be compliant with such regulations, and Grantee should consult with  Grantee’s personal legal advisor for any details.      (j) NOTICE.  Any notice required by the terms of this Award Agreement shall be given in  writing and shall be deemed effective upon personal delivery or upon deposit with the United States  Postal Service, by registered or certified mail, with postage and fees prepaid.  Notice shall be addressed to  the Company at its principal executive office and to Grantee at the address that he or she most recently  provided in writing to the Company.    (k) CHOICE OF LAW; VENUE.  This Award Agreement and the Notice shall be governed  by, and construed in accordance with, the laws of the state of New York, USA, without regard to the  conflict of law provisions. For purposes of litigating any dispute that arises under this grant or the Award  Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, USA,  and agree that such litigation shall be conducted in the courts of New York, NY, or the federal courts for  the United States for the Southern District of New York, where this grant is made and/or to be performed.    (l) COUNTERPARTS.  This Award Agreement may be executed in two or more  counterparts (which may be electronic), each of which shall be deemed an original, but all of which  together shall constitute one and the same instrument.    (m) MODIFICATION OR AMENDMENT.  This Award Agreement may only be modified  or amended by written agreement executed by the parties hereto (which may be electronic); provided,  however, that the adjustments permitted pursuant to Section 4.3 of the Plan may be made without such  written agreement.    





 






  Page 9 of 12    (n) SEVERABILITY.  In the event any provision of this Award Agreement shall be held  illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this  Award Agreement, and this Award Agreement shall be construed and enforced as if such illegal or invalid  provision had not been included.    (o) AWARD SUBJECT TO COMPANY CLAWBACK POLICY.  The RSUs shall be  subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted  (or that may be adopted) by the Board, as may be amended from time to time, or required by law during  the term of Grantee’s employment or other service that is applicable to Grantee.     (p) NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing in the Plan or in this Award  Agreement shall confer upon Grantee any right to continue in the employ of the Company, a parent or any  subsidiary or shall interfere with or restrict in any way the right of the Company, parent or any subsidiary,  which is hereby expressly reserved, to remove, terminate or discharge Grantee at any time for any reason  whatsoever, with or without Cause and with or without advance notice.    (q) SECTION 409A COMPLIANCE.  This Section 5(q) may not apply if Grantee is not a  U.S. taxpayer.  The RSUs are intended to comply with Code Section 409A or an exemption thereunder, as  determined by the Committee in its sole discretion, including the six month delay for payments of  deferred compensation to “key employees” upon separation from service pursuant to Code Section  409A(a)(2)(B)(i), if applicable, and this Award Agreement shall be interpreted, administered and operated  accordingly.  To the extent that any provision in this Award Agreement is ambiguous as to its compliance  with Code Sections 409A or 457A, the provision shall be interpreted in a manner so that no payment due  to Grantee shall be deemed subject to an “additional tax” within the meaning of Code Section  409A(a)(1)(B).  For purposes of Code Section 409A, each payment made under this Award Agreement  shall be treated as a separate payment. In no event may Grantee, directly or indirectly, designate the  calendar year of any payment under this Award Agreement.  The Company does not guarantee the tax  treatment of any payments under this Award Agreement, including under the Code, federal, state, local or  foreign tax laws and regulations.      (r) COMPLIANCE WITH LAW.  Notwithstanding any other provision of the Plan or this  Award Agreement, unless there is an exemption from any registration, qualification or other legal  requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable  upon settlement of the RSU prior to the completion of any registration or qualification of the Shares under  any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the  U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or  prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental  agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem  necessary or advisable.  Grantee understands that the Company is under no obligation to register or  qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or  clearance from any governmental authority for the issuance or sale of the Shares.  Further, Grantee agrees  that the Company shall have unilateral authority to amend the Award Agreement without Grantee’s  consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.    (s) RATIFICATION OF ACTIONS.  By accepting this RSU grant, Grantee and each person  claiming under or through Grantee shall be conclusively deemed to have indicated Grantee's acceptance  and ratification of, and consent to, any action taken under the Plan or this Award Agreement and the  Notice, the Board, or the Committee.  





 






  Page 10 of 12    APPENDIX     COUNTRY-SPECIFIC TERMS AND CONDITIONS  FOR GRANTEES OUTSIDE THE UNITED STATES    Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan,  the Notice of Restricted Share Unit Grant and the Award Agreement.    Terms and Conditions    This Appendix includes additional terms and conditions that govern the RSUs granted under the  Plan if Grantee resides and/or works in one of the countries listed below.  If Grantee is a citizen or  resident (or is considered as such for local law purposes) of a country other than the country in which  Grantee is currently residing and/or working, or if Grantee relocates to another country after the grant of  the RSUs, the Company shall, in its sole discretion, determine to what extent the special terms and  conditions contained herein are applicable.    Notifications    This Appendix may also include information regarding exchange controls and certain other issues  of which Grantee should be aware with respect to participation in the Plan.  The information is based on  the securities, exchange control, and other laws in effect in the respective countries as of February 2021.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that  Grantee not rely on the information in this Appendix as the only source of information relating to the  consequences of his or her participation in the Plan because the information may be out of date at the time  the RSU vest or Grantee sells Shares acquired under the Plan.    In addition, the information contained herein is general in nature and may not apply to Grantee’s  particular situation, and the Company is not in a position to assure Grantee of a particular result.  Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws in  Grantee's country of residence may apply to his or her situation.    Finally, if Grantee is a citizen or resident (or is considered as such for local law purposes) of a  country other than the country in which Grantee is currently residing and/or working, or if Grantee  relocates to another country after the RSUs are granted, the notifications contained herein may no longer  be applicable to Grantee.    European Union (“EU”) / European Economic Area (“EEA”)    Data Privacy Notice for Grantees in the EU / EEA    (a) General.  The Company is located at Victoria Place, 5th Floor, 31 Victoria Street,  Hamilton HM 10, Bermuda, and grants RSUs under the Plan to certain Grantees, at its sole discretion.   In conjunction with the Company's grant of the RSUs under the Plan and its ongoing administration  of such award, the Company is providing the following information about its data collection,  processing and transfer practices, which Grantee should carefully review.    (b) Purposes and Legal Bases of Processing.  The Company processes Data (as defined  below) for the purpose of administering and managing Grantee’s participation in the Plan and  facilitating compliance with applicable tax, exchange control, securities and labor laws.  The legal  basis for the collection, use and other processing of Data by the Company and the third-party service  





 






  Page 11 of 12    providers described below is the necessity of such collection, use and processing for the Company to  perform its contractual obligations under this Award Agreement and for the Company’s legitimate  business interests of implementing and managing the Plan and generally administering employee  equity awards.    (c) Data Collection and Usage.  The Company and the Employer may collect, process and  use the following types of personal information about Grantee: Grantee’s name, home address, email  address and telephone number, date of birth, social insurance number, passport or other identification  number, salary, nationality, job title, details of all stock options or any other entitlement to Shares  awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”).    (d) Stock Plan Administration Service Providers.  The Company may transfer Data to third  parties which assist the Company with the implementation, administration and management of the  Plan.  Grantee may be asked to agree on separate terms and data processing practices with the service  provider, with such agreement being a condition to Grantee’s ability to participate in the Plan.     (e) International Data Transfers.  Certain of the Company’s operations, including its  internal stock plan administration, and its service providers are based in the United States, which  means that it will be necessary for Data to be transferred to, and processed in, the United States.  The  legal basis for the transfer of Data to the Company and its third-party service providers is the necessity  of such transfer for the Company to perform its contractual obligations under this Award Agreement  and for the Company’s legitimate business interests of implementing and managing the Plan and  generally administering employee equity awards.    (f) Data Retention.  The Company will hold and use the Data only as long as is necessary  to implement, administer and manage Grantee’s participation in the Plan, or as required to comply  with legal or regulatory obligations, including under tax, exchange control, securities and labor laws.   This means Data may be retained after Grantee’s employment is terminated.      (g) Data Subject Rights.  Grantee may have a number of rights under data privacy laws in  Grantee’s jurisdiction.  Depending on where Grantee is based, such rights may include the right to (i)  request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii)  deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints  with competent authorities in Grantee’s jurisdiction, and/or (vii) receive a list with the names and  addresses of any potential recipients of Data.  To receive clarification regarding these rights or to  exercise these rights, Grantee can contact his or her local human resources representative.    (h) Contractual Requirement.  Where necessary, Grantee’s provision of Data and its  processing as described above is a contractual requirement for Grantee to participate in the Plan.  Grantee’s participation in the Plan and Grantee’s acceptance of the Restricted Stock Unit is purely  voluntary.  Grantee can refuse to provide Data, as a result of which Grantee will not be able to  participate in the Plan, but Grantee’s career and salary will not be affected in any way.    Belgium    No country-specific provisions.    Germany    No country-specific provisions.    





 






  Page 12 of 12    Netherlands    Waiver of Termination Rights.  By accepting the RSUs, Grantee hereby waives any and all rights to  compensation or damages as a result of the termination of employment with the Company and the  Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or  diminution in value of such rights or entitlements under the Plan, or (b) your ceasing to have rights under,  or ceasing to be entitled to any awards under the Plan as a result of such termination.    South Korea    No country-specific provisions.    Taiwan    Securities Law Information.  This RSU and the Shares to be issued pursuant to the Plan are available only  for employees.  The RSU is not a public offer of securities by a Taiwanese company.      ************************************